Tenaris (NYSE: TS) approves US$0.89 dividend and cuts share capital

Rhea-AI Filing Summary

Tenaris reports that shareholders at its annual and extraordinary general meetings approved all resolutions, including 2025 financial statements, governance changes and capital actions. The meetings confirmed an annual dividend of US$0.89 per share (US$1.78 per ADS), totaling approximately US$0.9 billion, of which an interim US$0.29 per share was paid in November 2025. Tenaris will pay the remaining US$0.60 per share (US$1.20 per ADS), about US$0.6 billion, on May 20, 2026 to shareholders of record on May 19, 2026. Shareholders also renewed and adjusted the board, confirmed the CEO, approved 2026 board compensation and appointed Forvis Mazars as statutory auditor. The extraordinary meeting approved cancellation of 62,355,174 treasury shares from the third buyback program, reducing share capital from US$1,071,994,930 (1,071,994,930 shares) to US$1,009,639,756 (1,009,639,756 shares) and amended the articles accordingly.

Insights

Equity & governance analyst

Tenaris combines cash returns with a notable share capital reduction.

The meetings lock in an aggregate dividend of US$0.9 billion, with a remaining US$0.6 billion payout scheduled for May 20, 2026. This represents a meaningful cash return funded from the company’s position at year-end 2025.

The cancellation of 62,355,174 treasury shares, cutting share capital to US$1,009,639,756, follows a buyback program completed by March 3, 2026. This shrinks the share base, while board reappointments and confirmation of the CEO signal continuity in governance.

The appointment of Forvis Mazars as statutory auditor for the year ending December 31, 2026, along with approval of the 2025 Compensation Report, refreshes oversight structures. Future disclosures in company filings may provide more detail on performance, cash flows and how these decisions interact with Tenaris’s operating environment.

Key Figures

Annual dividend per share: US$0.89 per share Total annual dividend: Approximately US$0.9 billion Interim dividend per share: US$0.29 per share +4 more

7 metrics

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

Total annual dividend Approximately US$0.9 billion Aggregate 2025 dividend including interim payment

Interim dividend per share US$0.29 per share Paid in November 2025

Final dividend per share US$0.60 per share To be paid on May 20, 2026

Treasury shares cancelled 62,355,174 shares Cancelled from third share buyback program

Share capital before reduction US$1,071,994,930 1,071,994,930 shares, US$1 par value each

Share capital after reduction US$1,009,639,756 1,009,639,756 shares, US$1 par value each

Key Terms

extraordinary general meeting of shareholders, treasury shares, share capital, statutory auditor, +2 more

6 terms

extraordinary general meeting of shareholders financial

"The extraordinary general meeting of shareholders, held immediately after the annual general meeting, resolved to approve the cancellation..."

A meeting called by a company outside its regular annual meeting to address urgent or special matters that cannot wait until the next scheduled meeting. Investors attend or vote to decide on actions such as major deals, leadership changes, capital-raising, or rule changes; think of it as an emergency board meeting where shareholders have a direct say and the outcomes can quickly change a company’s strategy, ownership stakes, or financial prospects.

treasury shares financial

"approved the cancellation of 62,355,174 ordinary shares held in treasury by the Company acquired throughout the third share buyback program"

Treasury shares are a company’s own stock that it has repurchased and keeps on its books instead of canceling or leaving in the hands of outside investors. Think of them like coupons a business puts back in a drawer: they don’t vote or receive dividends while held, but they can be reissued later for employee pay or fundraising. For investors this matters because buybacks change the number of shares that count toward earnings and ownership, can boost per‑share metrics, and use corporate cash that might otherwise go to growth or dividends.

share capital financial

"the share capital of the Company is reduced from US$1,071,994,930 ... to US$1,009,639,756"

Share capital is the total amount of money a company raises by selling pieces of itself, called shares, to investors. It’s like a company’s savings from many owners, which helps fund its growth and operations. This money matters because it shows how much the company has raised from shareholders and how it’s financed its business.

statutory auditor financial

"The shareholders appointed Forvis Mazars, Cabinet de révision agreé, as the Company’s statutory auditor for the fiscal year ending December 31, 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.

articles of association financial

"The extraordinary meeting also approved the corresponding amendment to article 5 of the articles of association to reflect the adopted resolutions"

A company's articles of association are its written rulebook that sets how the business is run, how decisions are made, and what rights owners and directors have—covering voting, meetings, appointment and removal of directors, share classes and dividend policies. For investors, these rules matter because they determine how easily control can change, what protections minority owners have, and how corporate actions (like issuing new shares or changing leadership) are approved, much like a home’s bylaws shaping what residents can and cannot do.

non-financial information (or sustainability statement) financial

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

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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 Tenaris Press Release announcing Shareholders approve all resolutions on the agendas of Tenaris’s Annual General Meeting and Extraordinary General Meeting of Shareholders,

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

Giovanni Sardagna

Tenaris

1-888-300-5432

www.tenaris.com

Shareholders approve all resolutions on the agendas of Tenaris’s Annual General Meeting and Extraordinary General Meeting of Shareholders

Luxembourg, May 12, 2026 - Tenaris S.A. (NYSE and Mexico: TS and EXM Italy: TEN) announced that its annual general meeting of shareholders and extraordinary general meeting of shareholders, both held on May 12, 2026, approved all resolutions on their agendas.

Among other resolutions adopted at the annual general meeting, shareholders acknowledged 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). The annual meeting also approved the consolidated financial statements as of and for the year ended December 31, 2025, and the annual accounts as at December 31, 2025.

The shareholders approved an annual dividend of US$0.89 per share (or US$1.78 per ADS), which represents an aggregate sum of approximately US$0.9 billion, and which includes the interim dividend of US$0.29 per share (US$0.58 per ADS), or approximately US$0.3 billion, paid in November 2025. Tenaris will pay the balance of the annual dividend in the amount of US$0.60 per share entitled to dividends (or US$1.20 per ADS), in U.S. dollars, which represents approximately US$0.6 billion, on May 20^th, 2026; with a record date of May 19^th, 2026, and an ex-dividend date of May 18^th, 2026 for securities listed in Europe and Mexico and an ex-dividend of May 19^th, 2026 for securities listed in the United States.

The annual meeting resolved to reduce the number of directors to ten and to 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. All board members will hold office until the meeting that will be convened to decide on the 2026 annual accounts. In a subsequent meeting, the board of directors re-elected Mr. Paolo Rocca as chairman, Mr. Vogel and Mr. Curá as vice-chairmen, and Mr. Ayat, Mr. Serra Puche and Ms. Tiuba as audit committee members, with Ms. Tiuba continuing to serve as the committee’s chair. All members of the audit committee qualify as independent directors for purposes of the U.S. Securities Exchange Act Rule 10A-3(b)(1) and under the Company’s articles of association. The board of directors also confirmed Mr. Gabriel Podskubka as Chief Executive Officer.

In addition, the annual general meeting approved the compensation payable to the members of the Board for the year ending December 31, 2026, and the Compensation Report for the year 2025. The shareholders appointed Forvis Mazars, Cabinet de révision agreé, as the Company’s statutory auditor for the fiscal year ending December 31, 2026, and approved their corresponding fees for audit and audit-related services.

Finally, the annual meeting renewed the authorization to purchase, acquire or receive, from time to time, Company shares, including shares represented by ADRs, on such terms and conditions as may be approved by the board of directors within the limit of the shareholders’ authorization.

The extraordinary general meeting of shareholders, held immediately after the annual general meeting, resolved to approve the cancellation of 62,355,174 ordinary shares held in treasury by the Company acquired throughout the third share buyback program, which ran from 9^th June 2025 to 3^rd March 2026, and resolved to approve the corresponding reduction of the issued share capital. As a result, effective May 12, 2026, the share capital of the Company is reduced from US$1,071,994,930 (represented by 1,071,994,930 shares with a par value of US$1 per share) to US$1,009,639,756 (represented by 1,009,639,756 shares with a par value of US$1 per share). The extraordinary meeting also approved the corresponding amendment to article 5 of the articles of association to reflect the adopted resolutions.

Copies of the minutes of the annual general meeting and extraordinary general meeting of shareholders, and a copy of the amended articles of association can be downloaded from Tenaris’s website at ir.tenaris.com/corporate-governance/annual-general-meeting.

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 dividend did Tenaris (TS) shareholders approve for 2025?

Tenaris shareholders approved an annual dividend of US$0.89 per share (US$1.78 per ADS), totaling about US$0.9 billion. This includes an interim dividend of US$0.29 per share already paid in November 2025, with the remaining US$0.60 per share to be paid in May 2026.

When will Tenaris (TS) pay the 2025 final dividend and what are the key dates?

Tenaris will pay the remaining US$0.60 per share dividend (US$1.20 per ADS) on May 20, 2026. The record date is May 19, 2026. The ex-dividend date is May 18, 2026 in Europe and Mexico, and May 19, 2026 in the United States.

How did Tenaris (TS) change its share capital through the 2026 shareholder meetings?

The extraordinary meeting approved cancelling 62,355,174 treasury shares from the third buyback program. As a result, Tenaris’s share capital fell from US$1,071,994,930 (1,071,994,930 shares) to US$1,009,639,756 (1,009,639,756 shares), and article 5 of the articles was amended accordingly.

What governance decisions did Tenaris (TS) shareholders make at the 2026 annual meeting?

Shareholders reduced the board to ten members and re-appointed all listed directors, who will serve until the meeting deciding on 2026 annual accounts. The board then re-elected Paolo Rocca as chairman, appointed vice-chairmen, and maintained an independent audit committee led by Monica Tiuba.

Who is the auditor of Tenaris (TS) for the 2026 fiscal year?

Shareholders appointed Forvis Mazars, Cabinet de révision agreé, as Tenaris’s statutory auditor for the fiscal year ending December 31, 2026. They also approved the auditor’s fees for audit and audit-related services, formalizing external oversight for that reporting period.

What did Tenaris (TS) shareholders decide about share buybacks and treasury shares?

The annual meeting renewed authorization for Tenaris to purchase or receive its own shares, including ADRs, under terms set by the board. The extraordinary meeting then cancelled 62,355,174 treasury shares acquired in the third buyback program, reducing issued share capital accordingly.