Tenaris signs non‑discretionary bank deal for $600M share buyback

Rhea-AI Filing Summary

Tenaris S.A. announced it will commence the second tranche of its share repurchase, covering up to USD 600 million under its previously announced USD 1.2 billion buyback program. The tranche begins on November 3, 2025 and will end no later than April 30, 2026.

Tenaris entered a non-discretionary buyback agreement with a primary financial institution, which will independently decide the timing of ordinary share purchases. The repurchases will comply with the Market Abuse Regulation 596/2014 and Commission Delegated Regulation (EU) 2016/1052, and may continue during Tenaris’s closed periods in line with these rules.

Ordinary shares repurchased under the program will be cancelled in due course. The program is carried out under the authority granted by shareholders at the general meeting held on May 6, 2025.

Insights

Equity Capital Markets Analyst

Tenaris starts a bank-run, rules-compliant $600M buyback tranche.

Tenaris authorized a second tranche of up to USD 600 million within its broader USD 1.2 billion program, executed via a non-discretionary agreement. A primary financial institution will determine purchase timing, which can smooth execution and reduce signaling effects.

The arrangement is aligned with MAR 596/2014 and Delegated Regulation (EU) 2016/1052, permitting purchases during closed periods when done under set instructions. Bought shares will be cancelled, reducing share count once completed.

The window runs from November 3, 2025 to no later than April 30, 2026. Actual impact depends on execution pace and market conditions; the filing does not specify daily limits or pricing mechanics.

Form 6-K: How Foreign Companies Report to the SEC →

FORM 6 - K

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Report of Foreign Private Issuer

Pursuant to Rule 13a - 16 or 15d - 16 of

the Securities Exchange Act of 1934

As of November 2, 2025

TENARIS, S.A.

(Translation of Registrant's name into English)

26, Boulevard Royal, 4th floor

L-2449 Luxembourg

(Address of principal executive offices)

Indicate by check mark whether the registrant files or will file annual reports under cover Form 20-F or 40-F.

Form 20-F Ö Form 40-F ___

The attached material is being furnished to the Securities and Exchange Commission pursuant to Rule 13a-16 and Form 6-K under the Securities Exchange Act of 1934, as amended. This report contains Tenaris’s Press Release announcing Tenaris to Commence a USD 600 million Second Tranche of its USD 1.2 Billion Share Buyback Program.

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

Date: November 2, 2025

Tenaris, S.A.

By: /s/ Giovanni Sardagna

Giovanni Sardagna

Investor Relations Officer

Giovanni Sardagna

Tenaris

1-888-300-5432

www.tenaris.com

Tenaris to Commence a USD 600 million Second Tranche of its USD 1.2 Billion Share Buyback Program

Luxembourg, November 2, 2025. - Tenaris S.A. (NYSE and Mexico: TS and EXM Italy: TEN) (“Tenaris”) announced today that pursuant to its USD 1.2 billion Share Buyback Program (the “Program”) announced on May 27, 2025, it has entered into a non-discretionary buyback agreement with a primary financial institution (the “Bank”) for the execution of its second tranche, covering up to the remainder USD 600 million of the Program (excluding customary transaction fees). This second tranche shall start on November 3, 2025, and end no later than April 30, 2026.

The Bank will make its trading decisions concerning the timing of the purchases of Tenaris’s ordinary shares independently of and uninfluenced by Tenaris. The Program will be executed in compliance with applicable rules and regulations, including the Market Abuse Regulation 596/2014 and the Commission Delegated Regulation (EU) 2016/1052 (the “Regulations”). Under the buyback agreement, purchases of shares may continue during any closed periods of Tenaris in accordance with the Regulations.

Ordinary shares purchased under the Program will be cancelled in due course.

Any buyback of ordinary shares pursuant to the Program will be carried out under the authority granted by the general meeting of shareholders held on May 6, 2025.

Some of the statements contained in this press release are “forward-looking statements”. Forward-looking statements are based on management’s current views and assumptions and involve known and unknown risks that could cause actual results, performance or events to differ materially from those expressed or implied by those statements. These risks include but are not limited to risks arising from uncertainties as to future oil and gas prices and their impact on investment programs by oil and gas companies.

Tenaris is a leading global supplier of steel tubes and related services for the world’s energy industry and certain other industrial applications.

FAQ

What did Tenaris (TS) announce in this 6-K?

Tenaris will start the second tranche of its share buyback, covering up to USD 600 million under its USD 1.2 billion program.

When will Tenaris’s USD 600 million buyback tranche run?

It starts on November 3, 2025 and ends no later than April 30, 2026.

How will the Tenaris buyback be executed?

Through a non-discretionary agreement with a primary financial institution that independently determines purchase timing.

What will Tenaris do with the repurchased shares?

Repurchased ordinary shares will be cancelled in due course.

Under what authority is the Tenaris buyback conducted?

Under authority granted by shareholders at the general meeting held on May 6, 2025.

What regulations govern the buyback activity?

It will comply with MAR 596/2014 and Commission Delegated Regulation (EU) 2016/1052; purchases may continue during closed periods per these rules.