SCHEDULE: Tenaris Major Shareholder Adjusts Stake Amid Buyback

Tenaris S.A.'s controlling shareholders increased their beneficial ownership to 69.7% due to company buybacks, prompting a plan to sell up to 21 million shares to manage their portfolio.

Summary

• The Reporting Persons (ROCCA & PARTNERS STICHTING ADMINISTRATIEKANTOOR AANDELEN SAN FAUSTIN, SAN FAUSTIN S.A., and TECHINT HOLDINGS S.A R.L.) increased their beneficial ownership in Tenaris S.A. by 1.21%, from 68.45% to 69.66%.
• This increase was primarily a result of Tenaris S.A.'s open market share repurchases under its 2025-2026 buyback program, conducted in two tranches from September 15-30, 2025, and November 10-December 12, 2025.
• The increase in ownership was partially offset by TECHINT HOLDINGS selling a total of 2,600,000 Ordinary Shares between December 9, 2025, and December 12, 2025, at weighted average prices ranging from $20.17 to $20.34 per share.
• TECHINT HOLDINGS has entered into a non-discretionary accelerated share disposal agreement to sell up to an additional 21,000,000 Ordinary Shares during the period starting on December 15, 2025, and ending no later than May 19, 2026.
• The purpose of these sales is for portfolio management, specifically to adjust the passively increased ownership stake resulting from Tenaris S.A.'s buyback program, while ensuring TECHINT HOLDINGS' ownership does not fall below 67% of the total outstanding Ordinary Shares.
• As of December 12, 2025, the Reporting Persons collectively beneficially own 711,005,187 Ordinary Shares, representing 69.7% of the class, calculated based on 1,071,994,930 issued Ordinary Shares, of which 51,262,421 were held as treasury stock by Tenaris S.A.

Sentiment

Score: 6

Explanation: The filing indicates a stable, albeit adjusted, ownership structure. The company's buyback program is positive, but the major shareholder's planned sales could create short-term selling pressure. The sales are for portfolio management and not indicative of a loss of confidence, as a minimum ownership stake is maintained.

Positives

• Tenaris S.A. is actively repurchasing its own shares through a publicly announced 2025-2026 buyback program, which can support share price and reduce the number of outstanding shares.
• The controlling shareholders are committed to maintaining a significant stake in Tenaris S.A., with a stated minimum ownership floor of 67% of the total outstanding Ordinary Shares.

Negatives

• A major shareholder, TECHINT HOLDINGS, is planning to sell a substantial number of shares (up to 21,000,000 Ordinary Shares), which could create downward pressure on Tenaris S.A.'s stock price in the short to medium term.
• The sales are being conducted to manage portfolio exposure, indicating a desire by the controlling group to reduce their concentration in Tenaris S.A., even if the initial increase was passive.

Risks

• The planned sale of up to 21,000,000 Ordinary Shares by TECHINT HOLDINGS through an accelerated share disposal program could introduce significant selling pressure on Tenaris S.A.'s stock in the market.
• Market perception of a major shareholder reducing its stake, even if for portfolio management reasons, could be interpreted negatively by investors and potentially impact investor confidence.

Future Outlook

TECHINT HOLDINGS plans to sell up to 21,000,000 Ordinary Shares through an accelerated share disposal program between December 15, 2025, and May 19, 2026. Following this program, the Reporting Persons may sell additional Ordinary Shares depending on market conditions and other factors, provided their ownership stake does not fall below 67% of the total outstanding Ordinary Shares.

Industry Context

This filing primarily details changes in a major shareholder's ownership stake in Tenaris S.A. due to the issuer's share buyback program and the shareholder's portfolio management strategy. It does not provide broader industry trends or competitive analysis.

Related Party Transactions

• TECHINT HOLDINGS S.A R.L., a subsidiary of SAN FAUSTIN S.A. (which is controlled by ROCCA & PARTNERS STICHTING ADMINISTRATIEKANTOOR AANDELEN SAN FAUSTIN), is selling shares of Tenaris S.A. The Reporting Persons collectively represent a controlling interest in Tenaris S.A.
• The sales are conducted through non-discretionary mandates with European financial institutions, but the decision to sell was authorized by SAN FAUSTIN's board, highlighting a transaction within the controlling group's structure.

Stakeholder Impact

• Shareholders: The planned disposal of up to 21 million shares by a major shareholder could create short-term selling pressure on Tenaris S.A.'s stock. However, the company's ongoing share buyback program may provide some counter-balance. The controlling group's commitment to maintaining a minimum 67% stake provides long-term stability regarding control.
• Company (Tenaris S.A.): The company's share buyback program continues to reduce outstanding shares, potentially enhancing earnings per share for remaining shareholders. The major shareholder's sales are a response to this passive increase in their stake, rather than a reflection of negative company performance.

Next Steps

• TECHINT HOLDINGS will execute the Accelerated Share Disposal Program to sell up to 21,000,000 Ordinary Shares between December 15, 2025, and May 19, 2026.
• The Reporting Persons may sell additional Ordinary Shares after the completion of the ASD Program, subject to market conditions and the condition that their ownership stake does not fall below 67%.

Key Dates

Recommendation

The filing indicates a significant shareholder is reducing its stake, which could create selling pressure. However, this is a planned portfolio adjustment in response to the company's own buyback program, not a sign of fundamental weakness. The controlling group maintains a substantial ownership floor (67%), suggesting continued long-term commitment. Investors should monitor the impact of the accelerated share disposal program on market liquidity and price, but the underlying business fundamentals are not directly addressed or negatively impacted by this ownership adjustment.

Keywords

Tenaris S.A., Share Repurchase, Schedule 13D, Beneficial Ownership, Share Sale, Accelerated Share Disposal, TECHINT HOLDINGS, Corporate Governance, SEC Filing