SCHEDULE: Tenaris SA Major Shareholders Consolidate Control Amidst Ongoing Share Buyback Programs

Rocca & Partners Stichting Administratiekantoor Aandelen San Faustin, San Faustin S.A., and Techint Holdings S.A R.L. have increased their beneficial ownership in Tenaris S.A. to 67.54% due to the company's recent share repurchases.

Summary

• Rocca & Partners Stichting Administratiekantoor Aandelen San Faustin (RP STAK), San Faustin S.A., and Techint Holdings S.A R.L. collectively beneficially own 713,605,187 Ordinary Shares of Tenaris S.A.
• Their aggregate beneficial ownership percentage in Tenaris S.A. has increased by 1.02%, from 66.52% to 67.54%.
• This increase is a direct result of Tenaris S.A.'s open market repurchases of Ordinary Shares under its 2024-2025 share buyback program (February 24, 2025 to March 4, 2025) and its 2025-2026 share buyback program (June 9, 2025 to July 4, 2025).
• The calculation of the ownership percentage is based on 1,071,994,930 issued Ordinary Shares, of which 15,396,773 were held by Tenaris S.A. as treasury stock as of July 4, 2025.
• The filing also notes certain changes in the composition of the board of directors or management of the Reporting Persons, though specific details of these changes (who left, who joined) are not provided.
• No transactions in Ordinary Shares were effected by the Reporting Persons or any listed individuals during the last 60 days.
• None of the Reporting Persons or individuals listed in Exhibit 99.1 have been convicted in criminal proceedings or been party to civil proceedings related to securities laws in the last five years.

Sentiment

Score: 6

Explanation: The document is primarily a factual disclosure of changes in beneficial ownership due to share buybacks. While the buybacks themselves are generally positive for shareholders, the filing itself is neutral in tone and content, simply reporting a change in ownership structure. The slight positive sentiment comes from the underlying action of share buybacks.

Positives

• The increase in beneficial ownership by the reporting persons is a result of Tenaris S.A.'s share buyback programs, which typically reduce the number of outstanding shares and can enhance shareholder value for remaining investors.
• The company's ongoing share buyback programs demonstrate a commitment to returning capital to shareholders and managing share count.

Future Outlook

The increase in beneficial ownership is attributed to Tenaris S.A.'s publicly announced 2024-2025 and 2025-2026 share buyback programs, indicating a continued strategy of share repurchases by the issuer.

Industry Context

This filing primarily concerns the ownership structure of Tenaris S.A. and the consolidation of control by its major shareholders. While share buybacks are a common corporate finance strategy across industries, this document does not provide broader industry trends or competitive analysis.

Management Changes

Legal Proceedings

• None of the Reporting Persons or individuals listed in Exhibit 99.1 have been convicted in criminal proceedings (excluding traffic violations or similar misdemeanors) during the last five years.
• None of the Reporting Persons or individuals listed in Exhibit 99.1 have been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction that resulted in a judgment, decree, or final order enjoining future violations of, or prohibiting or mandating activities subject to federal or state securities laws, or finding any violation with respect to such laws, during the last five years.

Stakeholder Impact

• Shareholders: The reduction in outstanding shares due to buybacks can potentially increase earnings per share and shareholder value for remaining investors. The increased ownership concentration by the reporting persons may also imply more stable long-term control.
• Management: The document notes changes in the composition of the board or management of the reporting persons, which could impact internal governance and strategic direction of the controlling entities.

Key Dates

Keywords

Tenaris SA, Schedule 13D, Beneficial Ownership, Share Buyback Program, Ordinary Shares, SEC Filing, Corporate Governance, Share Repurchase, Ownership Percentage, Rocca & Partners, San Faustin, Techint Holdings