20-F: Tenaris Navigates Geopolitical Headwinds, Boosts Shareholder Returns in 2025

Tenaris reported resilient financial results in 2025 with $2.9 billion EBITDA and $2.0 billion net income, despite geopolitical disruptions and lower activity in key markets, while increasing dividends and share buybacks.

Summary

• Net sales decreased 4% to $11,981 million in 2025 from $12,524 million in 2024.
• EBITDA was $2,899 million in 2025, down from $3,052 million in 2024.
• Net income was $1,973 million in 2025, down from $2,077 million in 2024.
• Free cash flow amounted to $2.0 billion in 2025.
• The net cash position was $3.3 billion at the end of December 2025.
• A 7% increase in the annual dividend per share is proposed, reaching $0.89 per share ($1.78 per ADS).
• The company repurchased $1.4 billion in shares during 2025 under its buyback programs.
• Sales of tubular products and services decreased 4% to $11,400 million in 2025, primarily due to a decrease in average selling prices.
• North America sales increased 2% due to market positioning, partially offsetting lower sales in Mexico.
• Europe sales declined 30% due to lower offshore line pipe and OCTG sales in Turkey.
• Asia Pacific, Middle East & Africa sales decreased 3% due to lower OCTG sales in Saudi Arabia and China, largely offset by higher sales in Kuwait and UAE.
• Operating income from tubular products and services was $2,176 million in 2025, down from $2,305 million in 2024.
• Other products and services sales decreased 6% to $581 million.
• Selling, general and administrative expenses decreased to $1,828 million (15.3% of sales) in 2025 from $1,905 million (15.2% of sales) in 2024.
• The company achieved an 81% recycled scrap content in its steelmaking operations in 2025.
• Renewable electricity accounted for 25% of total electric power consumption in 2025, up from 20% in 2024.
• Zero fatalities were recorded in 2025.
• A scrap processing business in Beaver Falls, Pennsylvania, was acquired for $17.6 million in November 2025.
• The second tranche of the third share buyback program was terminated effective March 3, 2026, after substantially completing targeted repurchases.

Sentiment

Score: 6

Explanation: StockSavvy.ai views this as a moderately positive filing. While financial metrics show a slight decline in sales and profit, the company demonstrated strong resilience in a challenging geopolitical and market environment, maintained a robust cash position, and increased shareholder returns. Significant progress in sustainability and R&D for energy transition are long-term positives, though ongoing legal and trade disputes, and geopolitical risks, present headwinds.

Positives

• Demonstrated resilient financial performance with stable EBITDA and net income despite challenging market conditions.
• Generated strong free cash flow of $2.0 billion, which was fully distributed to shareholders through dividends and share buybacks.
• Proposed a 7% increase in the annual dividend per share, reflecting confidence in future performance.
• Maintained a robust net cash position of $3.3 billion at year-end 2025.
• Strengthened market position in the USA and Canada, achieving record production levels and supplying 90% of US sales.
• Successfully expanded the Rig Direct service model and developed RunReady and well integrity services, enhancing customer operational efficiencies.
• Secured long-term agreements for OCTG supply in Qatar and extended services for ADNOC in the United Arab Emirates.
• Completed an expansion of the local large diameter facility in Saudi Arabia to supply gas infrastructure.
• Achieved significant progress in decarbonization strategy, with 81% recycled scrap content in steelmaking and 25% renewable electricity consumption.
• Brought a second wind farm in Argentina into operation, supplying almost all electric energy requirements for Campana operations.
• Recorded zero fatalities in 2025, indicating improved safety performance.
• Reported high employee satisfaction (81% for shop-floor, 76% for professionals) and a strong sense of belonging (85% for shop-floor, 82% for professionals).
• Experienced historically low resignation rates (3.8% overall, 3.6% for professionals), indicating strong employee retention.
• Continued investment in R&D for low-carbon energy applications, including hydrogen, CCS, and geothermal.
• Successfully deployed AI and data science solutions in manufacturing processes, improving efficiency and safety.
• Completed a comprehensive test program for a customer's CCS project in the North Sea, demonstrating advanced tubular technologies.
• Dalmine mill achieved ASME certification for the supply of materials for nuclear facility construction.
• The ProPymes Program continues to support small and medium-sized enterprises (SMEs), training 64,870 employees and providing $99 million in credit support.
• Successfully settled the Saudi Steel Pipe Company land dispute, resulting in a $56.2 million cash payment.
• Confab executives were acquitted in Brazilian criminal proceedings related to Petrobras.
• The Federal Circuit reversed the finding of inequitable conduct against TCT in the U.S. patent infringement litigation.
• The U.S. DOC lowered the antidumping duty rate for imports from Argentina to 6.76% from 78.30%, resulting in a $34 million gain.

Negatives

• Net sales decreased by 4% and net income decreased by 5% in 2025 compared to 2024.
• EBITDA decreased by 5% in 2025 compared to 2024.
• Experienced lower drilling activity in key markets, including the United States, Canada, Mexico, and Saudi Arabia.
• Sales in South America declined 8% due to lower prices and pipeline shipments in Argentina, and reduced sales in Venezuela.
• Sales in Europe declined significantly by 30% due to lower offshore line pipe and OCTG sales in Turkey.
• Lower OCTG sales were observed in Saudi Arabia and China.
• The company recorded a $14.4 million provision in 2025 for ongoing litigation related to the Usiminas acquisition, following a $107.2 million loss in 2024.
• The U.S. Customs and Border Protection (CBP) audit report calculated a potential loss of revenue of approximately $49.6 million for 2022-2024 related to antidumping duties on mechanical and other pipe, which the company disputes.
• CBP instructed the company to modify its import treatment for certain mechanical and other pipe from January 2025, requiring antidumping duty deposits.
• The U.S. DOC issued a final antidumping duty rate of 26.10% for imports from Mexico, which is appealed by both parties, suspending liquidation of entries.
• The Canadian government applied Section 53 tariff rate quotas on steel imports, with 50% tariffs on excess quotas.
• The Canadian Border Services Authority (CBSA) issued a preliminary dumping determination for OCTG from Mexico (26.2%) and Maverick Tubes (14.7%).
• The workforce decreased by approximately one thousand employees in 2025 due to operational context and market conditions.
• Ongoing civil claims and administrative responsibility proceedings in Brazil related to Petrobras, with uncertain outcomes.
• The Middle East armed conflict led to the closure of the Hormuz Strait, causing extreme volatility in energy prices and disrupting oil and LNG production and transportation.
• The second tranche of the third share buyback program was terminated early due to high market volatility and potential incremental payout to the counterparty.

Risks

• Sales and profitability may fall as a result of downturns in the international price of oil and gas and other factors and circumstances affecting the oil and gas industry.
• Adverse economic, political and security conditions in the countries where operations or sales occur, as well as armed conflicts, geopolitical tensions and related sanctions, may disrupt operations, reduce demand and adversely affect revenues, profitability and financial condition.
• Climate change legislation, evolving ESG regulatory frameworks and the transition to a lower-carbon economy may reduce demand for products and services, increase costs and capital expenditures, and adversely affect competitiveness, financial condition and reputation.
• The physical risks resulting from climate change, including extreme weather conditions and shifts in weather patterns, may adversely affect operations and financial results.
• Competition in the global market for steel pipe products may cause loss of market share and hurt sales and profitability.
• Sales may be affected as a result of antidumping and countervailing duty proceedings or by the imposition of other import restrictions or local content requirements.
• Increases in the cost of raw materials, energy and other costs, limitations or disruptions to the supply of raw materials and energy, and price mismatches between raw materials and products may hurt profitability.
• Results of operations and financial condition could be adversely affected by low levels of capacity utilization or failure to attract or retain a qualified workforce.
• If the business strategy, including through acquisitions, strategic partnerships and capital investments, is not successfully implemented, growth, competitive position and profitability may suffer.
• Disruptions to manufacturing processes could adversely impact operations, affect customer service levels or reputation, or expose the company to liability and, consequently, adversely affect financial results.
• Results of operations and financial condition could be adversely affected by movements in exchange rates. Additionally, a significant charge to earnings may be required if goodwill or other assets must be reassessed due to changes in underlying assumptions.
• Changes in applicable tax regulations and resolutions of tax disputes could negatively affect financial results, including those related to Pillar Two rules.
• Failure to comply with anti-corruption laws and regulations could subject the company to investigations, fines, penalties, litigation and reputational harm, and could adversely affect sales, profitability and financial condition.
• The cost of complying with environmental regulations and potential environmental and product liabilities may increase operating costs and adversely affect business, financial condition and results of operations.
• Limitations on the ability to protect intellectual property rights, including trade secrets, could adversely affect competitive advantage and financial results.
• Cyberattacks could have a material adverse impact on business and results of operations.
• Dividend payments depend on the results of operations and financial condition of subsidiaries and could be restricted by legal, contractual or other limitations or tax changes.
• The controlling shareholder may be able to take actions that do not reflect the will or best interests of other shareholders.
• Holders of shares or ADSs may not have access to as much information about the Company as they would in the case of a U.S. domestic issuer.
• Holders of ADSs may not be able to exercise, or may encounter difficulties in the exercise of, certain rights afforded to shareholders.
• Holders of shares and ADSs in the United States may not be able to exercise preemptive rights in certain cases.
• It may be difficult to obtain or enforce judgments against the Company outside Luxembourg.

Future Outlook

The company expects sales and margins for the first quarter of 2026 to remain near current levels. Oil and gas companies are pursuing investment plans based on a resilient longer-term demand outlook. OCTG prices in the U.S. are anticipated to eventually respond to tariffs and increased raw material costs. The ongoing Middle East conflict introduces significant uncertainty, potentially leading to increased energy costs and disrupted shipments.

Management Comments

• "2025 was a year in which Tenaris demonstrated the resilience of its operations in the face of a disruptive geopolitical environment and lower activity in key markets."
• "Thanks to our global industrial system and flexible supply chain, the depth of the service we offer our customers and the commitment of our employees, we were able to respond rapidly to the tariffs and other challenges we faced during the year."
• "These same elements will help us to navigate the challenges ahead."
• "As an industrial company, our commitment to the safety of our employees and the sustainability of our communities is absolute."
• "Tenaris, with its presence across the world, competitive differentiation in product and service, the quality and compliance of its decentralized operations and the financial strength to support its strategy, remains well placed to confront an unpredictable and volatile future."

Industry Context

StockSavvy.ai notes that the global energy industry is facing significant geopolitical instability, particularly in the Middle East, which is causing extreme volatility in energy prices and disrupting supply chains. The filing highlights the ongoing energy transition, with oil and gas companies balancing resilient long-term demand with increasing investments in low-carbon applications. The steel pipe market remains highly competitive with excess capacity, especially for commodity grades, and is impacted by trade tariffs and local content requirements. Consolidation and productivity gains in the U.S. oil and gas industry continue to influence drilling activity and OCTG consumption.

Comparison to Industry Standards

• The weighted average CO2-eq emissions intensity for Tenaris's steelmaking sites is 0.65 tons CO2 per ton of steel, which is less than 50% of the 1.9 tons CO2-eq per ton of steel for the average global steel industry, according to worldsteel.
• Tenaris's material efficiency (a worldsteel indicator) reached 99% in 2025 for its steel sites, which is above the industry average according to worldsteel.
• The company has been named a 'Sustainability Champion' by the World Steel Association for eight consecutive years, indicating leadership in sustainable steel industry practices.

Management Changes

Corporate Governance

Legal Proceedings

• CSN claims relating to the January 2012 acquisition of Usiminas: A Brazilian lawsuit alleging that Confab and Ternium subsidiaries were required to launch a tag-along tender offer. The Superior Court of Justice (SCJ) reversed a previous decision, ordering an indemnification payment (estimated BRL 632.5 million or $114.9 million for Confab's share). Confab has appealed to the Supreme Federal Tribunal, with appeal admissibility currently pending.
• Veracel Celulose accident litigation: A lawsuit against Confab for damages from a 2007 accident. Confab was ordered to pay BRL 121.0 million (approximately $22.0 million) including interest, fees, and expenses. The case was redirected for new expert evidence, and Confab appealed the SCJ ruling on additional evidence.
• Petrobras-related proceedings and claims: Civil claims for alleged damages (estimated BRL 201.7 million or $36.7 million) have been filed against Confab by Petrobras and Brazilian public prosecutors, which Confab is contesting. Brazil's General Controllers Office (GCO) also opened administrative responsibility proceedings against Confab, with potential ineligibility for contracting with the Brazilian state for up to six years; discussions are ongoing. Related criminal proceedings against Confab executives resulted in acquittals.
• U.S. patent infringement litigation: Tenaris Coiled Tubes, LLC (TCT) was sued by Global Tubing. The Federal Circuit reversed a previous summary judgment against TCT, remanding the antitrust claim for a jury trial.
• U.S. antidumping duty proceedings: The U.S. DOC issued a final antidumping duty rate of 6.76% for OCTG imports from Argentina (reduced from 78.30%), resulting in a $34 million gain. The final rate for Mexico imports is 26.10% (reduced from 44.93%), but this is appealed by both parties, suspending liquidation. A CBP audit report calculated a potential $49.6 million loss for 2022-2024 related to antidumping duties on mechanical and other pipe, which Tenaris disputes. CBP also instructed Tenaris to pay antidumping duty deposits on certain mechanical pipe from January 2025.
• Canadian antidumping investigation: The Canadian Border Services Authority (CBSA) issued a preliminary dumping determination for OCTG from Mexico (26.2%) and Maverick Tubes (14.7%); the final determination is expected in April 2026.

Related Party Transactions

• Purchases of flat steel products from Ternium or its subsidiaries amounted to $183 million in 2025.
• Sales of ferrous scrap and other raw materials to Ternium or its subsidiaries amounted to $12 million in 2025.
• Exiros, 50% owned with Ternium, had total sales to San Faustin-controlled/influenced companies of $54 million in 2025.
• Techgen, 22% owned by Tenaris, 48% by Ternium, and 30% by Tecpetrol, had net sales of electricity to Tenaris amounting to $67 million in 2025.
• Tecpetrol, a San Faustin subsidiary, supplied natural gas to Tenaris for $29 million in 2025.
• Transportadora de Gas del Norte S.A. (TGN), a company under San Faustin's joint control, provided natural gas transportation services to Tenaris for $5 million in 2025.
• Engineering and non-specialist manual labor services from San Faustin-controlled companies amounted to $43 million in 2025.
• Sales of steel pipes, sucker rods, and related services to San Faustin-controlled/influenced companies (mainly Tecpetrol) amounted to $120 million in 2025.
• Fracking and coiled tubing services provided to Tecpetrol and joint arrangements amounted to $121 million in 2025.
• Administrative and legal support services from Finma S.A., a San Faustin-controlled company with 33% Tenaris interest, amounted to $14 million in 2025.
• Loans to Techgen had an outstanding principal amount of $69 million as of December 31, 2025, generating $6 million in interest income for Tenaris in 2025.
• Dividends received from Ternium amounted to $62 million in 2025.
• Dividends distributed to Techint Holdings S.r.l., a San Faustin subsidiary, amounted to $607 million in 2025.
• Contracts with Tenova, a San Faustin-controlled company, for furnaces, spare parts, accessories, and services amounted to $1 million in 2025.

Stakeholder Impact

• Shareholders: Positively impacted by increased dividends and share buybacks, but face potential negative impacts from ongoing litigation and geopolitical risks.
• Employees: Benefit from a strong safety culture (zero fatalities), continuous learning and development programs (Global Trainee Program, TenarisUniversity), and a focus on diversity and inclusion. However, they may be impacted by workforce reductions due to market conditions and the increasing adoption of AI and automation.
• Customers: Experience positive impacts from enhanced Rig Direct services, which improve efficiency and safety, and from new product development for challenging environments and low-carbon applications. They also benefit from high product quality standards. Potential negative impacts could arise from supply chain disruptions and increased tariffs.
• Suppliers: Are impacted by the Sustainable Sourcing Policy, GHG emissions campaigns, and sustainability assessments (e.g., Open-es platform). The ProPymes program provides support to small and medium-sized enterprises (SMEs) within the value chain.
• Communities: Positively impacted by significant investments in education programs (Roberto Rocca Technical Schools, Technical Gene, After School, Scholarships), cultural initiatives, and support during crises.
• Creditors: Benefit from the company's strong net cash position and compliance with all debt covenants.

Next Steps

• An Annual General Shareholders' Meeting is scheduled for May 12, 2026, to approve the 2025 annual accounts and the proposed annual dividend.
• An Extraordinary General Meeting of Shareholders is scheduled for May 12, 2026, to approve the cancellation of 62,355,174 treasury shares and a corresponding reduction of issued share capital.
• The remaining annual dividend of $0.60 per share ($1.20 per ADS) is scheduled to be paid on May 20, 2026.
• The final determination of dumping and associated injury by the Canadian International Trade Tribunal (CITT) for OCTG from Mexico and other countries is expected during April 2026.
• Confab's internal appeal for the special court of the SCJ to reconsider the denial of leave to proceed and a concurrent appeal against the inadmissibility ruling for the Supreme Federal Tribunal to consider admissibility of the extraordinary appeal directly are ongoing.
• The U.S. patent infringement litigation will return to the lower court for a jury trial.
• Confab is in ongoing discussions with Brazil's General Controllers Office (GCO) to seek a resolution of the administrative responsibility proceedings.
• The company plans to construct further solar projects in Colombia and Italy.
• Planned investments for 2026 include industrial infrastructure upgrades, installation of a new threading line, combustion system upgrades, migration to SAP S/4 HANA, further digitalization, and continued office redesign projects.
• The Board of Directors will consider when to pursue additional share buyback programs in the future.

Key Dates

Recommendation

Tenaris demonstrates strong operational resilience and a solid financial position, with consistent shareholder returns through dividends and buybacks. However, the company faces significant headwinds from declining sales in key markets, geopolitical instability, and ongoing trade disputes and litigation, which introduce considerable uncertainty. While long-term strategic investments in decarbonization and new energy applications are positive, their immediate impact on financial performance is limited. A 'hold' recommendation reflects the balance between these strengths and the prevailing external challenges.

Keywords

Steel pipe, OCTG, Oil & Gas, Energy Transition, Decarbonization, Rig Direct, Seamless Pipe, Welded Pipe, Manufacturing, Industrial, ESG, Climate Change, Share Buyback, Dividends, Latin America, Middle East, North America, Tariffs, Antidumping, Supply Chain, Cybersecurity, Corporate Governance