Tenaris (TS) OKs 2025 accounts, US$0.89 dividend and buyback authority

Rhea-AI Filing Summary

Tenaris S.A. held its Annual General Meeting of Shareholders and approved the consolidated financial statements and annual accounts for the year ended 31 December 2025, together with related management certifications, auditors’ reports and the 2025 compensation report.

Shareholders approved an annual dividend of US$0.89 per share (US$1.78 per ADS), or about US$0.9 billion, including an interim dividend of US$0.29 per share already paid. The remaining US$0.60 per share (US$1.20 per ADS), around US$0.6 billion, is to be paid on 20 May 2026, all from retained earnings while the 2025 loss will be absorbed by retained earnings.

The meeting discharged 2025 directors from liability, reduced the Board to ten members and reappointed all incumbent directors. It set 2026 Board fees at US$115,000 per member, plus US$55,000 for Audit Committee members and an extra US$20,000 for the committee chair. Forvis Mazars was appointed statutory auditor for 2026 with capped fees in multiple currencies, and shareholders renewed authorization for the company and subsidiaries to repurchase shares and to distribute shareholder communications by electronic means.

Key Figures

Annual dividend per share: US$0.89 per share Annual dividend per ADS: US$1.78 per ADS Total annual dividend amount: Approximately US$0.9 billion +5 more

8 metrics

Annual dividend per share US$0.89 per share Approved for year ended 31 December 2025, including interim

Annual dividend per ADS US$1.78 per ADS Represents total annual dividend linked to 2025 results

Total annual dividend amount Approximately US$0.9 billion Aggregate dividend funded from retained earnings

Interim dividend per share US$0.29 per share Paid on 26 November 2025 from retained earnings

Dividend balance per share US$0.60 per share To be paid on 20 May 2026 in U.S. dollars

Auditor fee cap in USD USD 345,865 Maximum 2026 audit and related fees for statutory auditor

Director base compensation US$115,000 per director Compensation for Board service during fiscal year 2026

Audit Committee additional fee US$55,000 member; US$20,000 chair Extra 2026 pay for Audit Committee duties

Key Terms

Annual General Meeting of Shareholders, retained earnings, ADS, sustainability statement, +2 more

6 terms

Annual General Meeting of Shareholders financial

"Summary of the resolutions adopted in the Annual General Meeting of Shareholders (the “Meeting”) of Tenaris S.A."

retained earnings financial

"Annual Dividend (payable out of the Company’s retained earnings account)"

Retained earnings are the cumulative portion of a company's profits that management keeps instead of distributing to shareholders as dividends; they appear on the balance sheet as part of owners’ value. For investors, retained earnings matter because they act like a company’s savings account—funding growth, paying down debt, or supporting future dividends—and their size and changes reveal how profitable the business has been and how management chooses to use those profits.

ADS financial

"Annual Dividend ... of US$0.89 per share (or US$1.78 per ADS)"

Ads are paid promotional messages a company places across media — online, on TV, in print, or on social platforms — to attract customers, explain products, or shape public perception. For investors, ads matter because they drive sales growth, affect how much a company must spend to win customers, and influence brand strength and long-term value. Ads can also create regulatory or reputational risk if claims are misleading, which can affect profits and stock price.

sustainability statement financial

"consolidated financial and non-financial information (or sustainability statement) for the year ended 31st December 2025"

A sustainability statement explains a company’s goals, policies and progress on environmental, social and governance issues—like pollution, worker treatment and ethical management—using clear targets and measures. Investors use it like a company’s health map: it signals future risks and opportunities, such as regulatory costs, supply-chain disruptions or reputation gains, helping assess long-term stability and whether the business is managing non-financial threats that can affect returns.

statutory auditor financial

"appoint Forvis Mazars, Cabinet de révision agréé, as the Company’s statutory auditor for the fiscal year ending 31st December 2026"

A statutory auditor is an independent, legally required accountant who examines a company’s financial records and issues an official opinion on whether the financial statements give a true and fair view. Investors rely on this check as a trusted third-party stamp—like a certified inspection—because it reduces the chance that errors, omissions or rule-breaking will mislead people making investment decisions.

Audit Committee financial

"each of the members of the Board of Directors who are members of the Audit Committee receive an additional fee of US$55,000"

A company's audit committee is a small group of board members who act like independent inspectors for the firm's finances, overseeing how financial reports are prepared, monitoring internal controls, and managing the relationship with external auditors. Investors care because a strong audit committee reduces the risk of accounting errors, fraud, or misleading statements, making financial statements more trustworthy and helping protect shareholder value.

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 May 12, 2026

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 the Summary of the resolutions adopted in the Annual General Meeting of Shareholders (the “Meeting”) of Tenaris S.A. (the "Company") held on 12^th May 2026, in the Company’s registered office at 26, Boulevard Royal, 4^th Floor, L-2449 Luxembourg, Grand-Duchy of Luxembourg, at 10:00 (Central European Time).

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: May 12, 2026

Tenaris, S.A.

By: /s/ Giovanni Sardagna

Giovanni Sardagna

Investor Relations Officer

 

Summary of the resolutions adopted in the Annual General Meeting of Shareholders (the “Meeting”) of Tenaris S.A. (the "Company") held on 12^th May 2026, in the Company’s registered office at 26, Boulevard Royal, 4^th Floor, L-2449 Luxembourg, Grand-Duchy of Luxembourg, at 10:00 (Central European Time)

1. Consideration of the Company's consolidated annual management report for the year ended 31st December 2025, which includes the following information and certifications required by applicable law: (i) consolidated financial and non-financial information (or sustainability statement) for the year ended 31st December 2025; (ii) related management certifications on the Company's consolidated financial statements as of and for the year ended 31st December 2025, and on the annual accounts as at 31st December 2025; and (iii) external auditors' reports on such consolidated financial statements, annual accounts and non-financial information (or sustainability statement).

The Meeting resolved to acknowledge the Company’s consolidated annual management report for the year ended 31^st December 2025 which includes the following information and certifications required by applicable law: (i) consolidated financial and non-financial information (or sustainability statement) for the year ended 31^st December 2025; (ii) related management certifications on the Company's consolidated financial statements as of and for the year ended 31^st December 2025, and on the annual accounts as at 31^st December 2025; and (iii) external auditors' reports on such consolidated financial statements, annual accounts and non-financial information (or sustainability statement).

2. Approval of the Company’s consolidated financial statements as of and for the year ended 31^st December 2025.

The Meeting resolved to approve the Company’s consolidated financial statements as of and for the year ended 31^st December 2025.

3. Approval of the Company’s annual accounts as at 31^st December 2025.

The Meeting resolved to approve the Company’s annual accounts as at 31^st December 2025.

4. Allocation of results and approval of dividend payment for the year ended 31^st December 2025.

The Meeting resolved (i) to approve an ,Annual Dividend (payable out of the Company’s retained earnings account) of US$0.89 per share (or US$1.78 per ADS), which represents an aggregate sum of approximately US$0.9 billion, it being understood that the Annual Dividend approved pursuant to this resolution includes the interim dividend of $0.29 per share ($0.58 per ADS) or approximately $0.3 billion, paid on 26^th November 2025, out of the Company’s retained earnings account; (ii) to authorize the Board of Directors to determine or amend, in its discretion, the terms and conditions of the Dividend Balance so approved, including the applicable record date, (iii) to pay the Dividend Balance so approved, in the amount of US$0.60 per share (or US$1.20 per ADS), in U.S. dollars, representing approximately US$0.6 billion, on 20^th May 2026, out of the Company’s retained earnings reserve; and (iv) that the loss of the year ended 31^st December 2025, be absorbed by the Company’s retained earnings account.

5. Discharge of the members of the Board of Directors for the exercise of their mandate throughout the year ended 31^st December 2025.

The Meeting resolved to discharge all those who were members of the Board of Directors throughout the year ended 31^st December 2025, from any liability in connection with the management of the Company’s affairs during such year.

6. Election of the members of the Board of Directors.

The Meeting resolved to (i) reduce the number of members of the Board of Directors to ten and (ii) re-appoint Mr. Simon Ayat, Mr. Roberto Bonatti, Mr. Germán Curá, Ms. Molly Montgomery, Ms. Maria Novales-Flamarique, Mr. Gianfelice Mario Rocca, Mr. Paolo Rocca, Mr. Jaime Serra Puche, Ms. Monica Tiuba and Mr. Guillermo Vogel to the Board of Directors.

7. Approval of the compensation payable to the members of the Board of Directors for the year ending 31^st December 2026.

The Meeting resolved to approve that, as compensation for his/her services during the fiscal year 2026, (i) each of the members of the Board of Directors receive an amount of US$115,000; (ii) each of the members of the Board of Directors who are members of the Audit Committee receive an additional fee of US$55,000; and (iii) the chairperson of the Audit Committee receive, further, an additional fee of US$20,000.

8. Approval of the Company’s compensation report for the year ended 31^st December 2025.

The Meeting resolved to approve the 2025 Compensation Report of the Company, which sets forth the compensation paid or payable to the members of the Board of Directors and to the Company’s chief executive officer, for the performance of their duties during the year ended 31^st December 2025.

9. Appointment of the Company’s statutory auditors for the fiscal year ending 31^st December 2026, and approval of their fees.

The Meeting resolved to (i) appoint Forvis Mazars, Cabinet de révision agréé, as the Company’s statutory auditor for the fiscal year ending 31st December 2026, to be engaged until the next annual general meeting of shareholders that will be convened to decide on the Company’s 2026 annual accounts; (ii) approve the statutory auditors’ fees for audit and audit-related services to be rendered during the fiscal year ending 31^st December 2026, broken down into five reference currencies (Brazilian Reais, Canadian Dollars, Euro, Mexican Pesos and U.S. Dollars) up to a maximum amount for each currency equal to BRL 74,471, CAD 31,000, EUR 1,081,106, MXN 2,246,400 and USD 345,865, and (iii) authorize the Audit Committee to approve any increase or reallocation of the statutory auditors’ fees as may be necessary, appropriate or desirable under the circumstances.

10. Authorization to the Company, or any subsidiary, to purchase, acquire or receive securities of the Company, in accordance with Article 430-15 of the Luxembourg law of 10^th August 1915 and with applicable laws and regulations.

The Meeting resolved to (i) renew the authorization to the Company and to the Company’s subsidiaries to purchase, acquire or receive shares, including shares represented by ADRs (“Securities”), on the terms and conditions set forth in the minutes of this Meeting; (ii) grant all powers to the Board of Directors and to the board of directors or other governing bodies of the Company’s subsidiaries, in each case with powers to delegate in accordance with applicable laws, the Company’s articles of association or the articles of association or other applicable organizational documents of the relevant Company’s subsidiary, to decide on and implement this authorization, to define, if necessary, the terms and procedures for carrying out any purchase, acquisition or reception of Securities, and, in particular, to place any stock exchange orders, conclude any agreements, including for keeping registers of purchases and sales of Securities, make any declarations to the applicable regulatory authorities, carry out all formalities and, generally, do all such other acts and things as may be necessary, appropriate or desirable for the purposes aforesaid; and (iii) authorize the Board of Directors to delegate to its chairman, with the latter having the option to sub-delegate to any other person(s), the performance of the actions entrusted to the Board of Directors, pursuant to, or in connection with, this authorization.

11. Authorization to the Board of Directors to cause the distribution of all shareholder communications, including its shareholder meeting and proxy materials and annual reports to shareholders, by such electronic means as is permitted by any applicable laws or regulations.

The Meeting resolved to authorize the Board of Directors to cause the distribution of all shareholder communications, including its shareholder meeting and proxy materials and annual reports to shareholders (either in the form of a separate annual report containing financial statements of the Company and its consolidated subsidiaries or in the form of an annual report on Form 20-F or similar document, as filed with the securities authorities or stock markets) by such electronic means as are permitted or required by any applicable laws or regulations (including any interpretations thereof), including, without limitation, by posting such communication on the Company’s website, or by sending electronic communications (e-mails) with attachment(s) in a widely used format or with a hyperlink to the applicable filing by the Company on the website of the above referred authorities or stock markets, or by any other existing or future electronic means of communication as is or may be permitted by any applicable laws or regulations.