SCHEDULE: Tenaris Major Shareholder Authorizes Sales, Maintains 67% Stake

Tenaris S.A.'s controlling shareholders have authorized Techint Holdings to sell a portion of its ordinary shares, while committing to maintain a minimum 67% ownership stake, following an increase in their percentage ownership due to the company's share buyback program.

Summary

• This Amendment No. 12 updates the Schedule 13D filing for Tenaris S.A. Ordinary Shares.
• The Reporting Persons (ROCCA & PARTNERS STICHTING ADMINISTRATIEKANTOOR AANDELEN SAN FAUSTIN, SAN FAUSTIN S.A., and TECHINT HOLDINGS S.A R.L.) collectively beneficially own 713,605,187 Ordinary Shares.
• Their aggregate beneficial ownership now represents 68.5% of the class, an increase of 0.91% from the previously reported 67.54%.
• This increase in percentage ownership is a result of Tenaris S.A.'s open market repurchases of Ordinary Shares between July 7, 2025, and September 12, 2025, under its 2025-2026 share buyback program, which was publicly announced on May 27, 2025.
• On September 17, 2025, SAN FAUSTIN's board of directors authorized TECHINT HOLDINGS to sell a number of its Ordinary Shares for portfolio-management purposes.
• A key condition of this authorization is that TECHINT HOLDINGS' ownership stake in Tenaris S.A. must not fall below 67% of the total outstanding Ordinary Shares.
• As of September 12, 2025, Tenaris S.A. had 1,071,994,930 issued Ordinary Shares, with 29,499,198 shares held as treasury stock.

Sentiment

Score: 6

Explanation: The sentiment is moderately positive. The increase in percentage ownership due to the company's buyback program is favorable, and the commitment to a 67% minimum stake provides stability. However, the authorization for potential share sales introduces a degree of uncertainty, preventing a higher score.

Positives

• The Reporting Persons' percentage ownership increased from 67.54% to 68.45%, partly due to Tenaris S.A.'s share buyback program, which can be seen as a positive capital management strategy by the issuer.
• The commitment by TECHINT HOLDINGS to maintain a minimum 67% ownership stake provides stability and signals continued long-term interest from the controlling shareholder group.

Negatives

• The authorization for TECHINT HOLDINGS to sell a number of its Ordinary Shares could introduce selling pressure on Tenaris S.A.'s stock, although the precise timing, amount, and manner of any such sales are uncertain.

Risks

• Uncertainty regarding the precise timing, amount, and manner of potential share sales by TECHINT HOLDINGS, which could impact market conditions and stock price.
• The Reporting Persons may, from time to time, depending on market conditions and other factors, purchase or sell additional Ordinary Shares, which could affect stock price volatility.

Future Outlook

The Reporting Persons may from time to time, depending on market conditions and other factors, purchase or sell additional Ordinary Shares, although they do not currently intend to reduce their beneficial ownership below 67% of the total outstanding Ordinary Shares.

Industry Context

This filing primarily details changes in the beneficial ownership of a major shareholder group in Tenaris S.A. The increase in their percentage ownership is a direct consequence of Tenaris S.A.'s ongoing share buyback program, a common capital allocation strategy used by companies to return value to shareholders and reduce the number of outstanding shares.

Corporate Governance

Stakeholder Impact

• Shareholders: The potential for TECHINT HOLDINGS to sell shares could introduce selling pressure, but the commitment to maintain a 67% minimum ownership provides a floor for controlling interest. The company's share buyback program benefits remaining shareholders by reducing the total share count.
• Company (Tenaris S.A.): The continued strong control by the Reporting Persons, reinforced by the 67% minimum ownership commitment, ensures strategic stability and consistent governance.

Next Steps

• TECHINT HOLDINGS may proceed with selling Ordinary Shares, with the precise timing, amount, and manner dependent on market conditions and other factors.
• The Reporting Persons may, from time to time, purchase or sell additional Ordinary Shares, depending on market conditions.

Key Dates

Recommendation

The filing indicates a stable controlling ownership structure with the Reporting Persons committing to maintain at least a 67% stake in Tenaris S.A. The passive increase in their ownership due to the company's share buyback program is a positive for existing shareholders. However, the authorization for TECHINT HOLDINGS to sell shares, while capped at a minimum ownership, introduces potential selling pressure and market uncertainty. Without further operational or financial updates, a 'hold' recommendation is appropriate as the news presents both stabilizing factors and potential short-term headwinds.

Keywords

Tenaris S.A., Schedule 13D, Shareholder Ownership, Share Buyback, Beneficial Ownership, Techint Holdings, San Faustin, Ordinary Shares, SEC Filing, Corporate Governance