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TENARIS SA

For the period ended Dec 31, 2024. Filed Apr 1, 2025.

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About this filing

The yearly report of a company based outside the US. It covers much of what a 10-K does, and may follow accounting rules other than US ones.

FY2024 · Filed Apr 1, 2025

TS$58.85+4.1%Stored close · as of Nov 6, 2026
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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 20-F

(Mark One)

☐ Registration statement pursuant to Section 12(b) or 12(g) of the Securities Exchange Act of 1934

or

☒ Annual report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

for the fiscal year ended December 31,2024

or

☐ Transition report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

or

☐ Shell company report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Commission file number:001-31518

TENARIS S.A.

(Exact name of Registrant as specified in its charter)

N/A

(Translation of Registrant’s name into English)

Grand Duchy of Luxembourg

(Jurisdiction of incorporation or organization)

26, Boulevard Royal – 4th Floor

L-2449 Luxembourg

(Address of principal executive offices)

Marcos Basaldella

26, Boulevard Royal – 4th Floor

L-2449 Luxembourg

Tel. + (352) 26 47 89 78

Fax. +(352) 26 47 89 79

e-mail: investors@tenaris.com

(Name, Telephone, E-Mail and/or Facsimile number and Address of Company Contact Person)

Securities registered or to be registered pursuant to Section 12(b) of the Act:

Title of Each ClassName of Each Exchange On Which Registered
American Depositary SharesNew York Stock Exchange
Ordinary Shares, par value $1.00 per shareNew York Stock Exchange*
  • Ordinary shares of Tenaris S.A. are notdirectly listed for trading but only in connection with the registration of American Depositary Shares which are evidenced by American Depositary Receipts.

Securities registered or to be registered pursuant to Section 12(g) of the Act:

None

Securities for which there is a reporting obligation pursuant to Section 15(d) of the Act:

None

Indicate the number of outstanding shares of each of the issuer’s classes of capital or common stock as of the close of the period covered by the annual report.

1,162,757,528** ordinary shares, par value $1.00 per share

** Includes 78,485,337 treasury shares, as of December 31, 2024.

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☒ No ☐

If this report is an annual or transition report, indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934. Yes ☐ No ☒

Note – checking the box above will not relieve any registrant required to file reports pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 from their obligations under those Sections.

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No 

Indicate by check mark whether the registrant has submitted electronically, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes ☒ No 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or an emerging growth company. See definition of “large accelerated filer,” “accelerated filer,” and “emerging growth company” in Rule 12b-2 of the Exchange Act:

Large accelerated filer ☒Accelerated Filer Non-accelerated filer 
Emerging growth company ☐

If an emerging growth company that prepares its financial statements in accordance with U.S. GAAP, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards† provided pursuant to Section 13(a) of the Exchange Act. 

† The term “new or revised financial accounting standard” refers to any update issued by the Financial Accounting Standards Board to its Accounting Standards Codification after April 5, 2012.

Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. ☒

If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements. ☐

Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b).☐

Indicate by check mark which basis of accounting the registrant has used to prepare the financial statements included in this filing:

U.S. GAAP International Financial Reporting Standards as issued by the International Accounting Standards Board Other 

If “Other” has been checked in response to the previous question indicate by check mark which financial statement item the registrant has elected to follow. Item 17  Item 18 

If this is an annual report, indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

Please send copies of notices and communications from the Securities and Exchange Commission to:

Diego E. Parise Mitrani, Caballero & Ruiz Moreno Abogados Bouchard 680, 13th Floor (C1106ABJ) Buenos Aires, Argentina (54 11) 4590-8600Patrick S. Brown, Esq. Sullivan & Cromwell LLP 1888 Century Park East Los Angeles, California 90067-1725 (310) 712-6600

.

TABLE OF CONTENTS

LETTER FROM THE CHAIRMAN9
CERTAIN DEFINED TERMS11
PRESENTATION OF CERTAIN FINANCIAL AND OTHER INFORMATION14
CAUTIONARY STATEMENT CONCERNING FORWARD-LOOKING STATEMENTS15
RISK FACTORS16
Risks Relating to Our Business and Industry16
Risks Relating to the Structure of the Company31
Risks Relating to Shares and ADSs32
INFORMATION ON THE COMPANY34
Overview34
History and Development of the Company36
Business Overview37
Our Competitive Strengths39
Business Segments39
Our Products40
Production Process and Facilities40
Sales and Marketing49
Competition56
Capital Expenditure Program59
Raw Materials and Energy60
Product Quality Standards63
Research and Development63
Insurance63
Disclosure Pursuant to Section 13(r) of the Exchange Act63
Organizational Structure and Subsidiaries64
Operating and Financial Review and Prospects67
Overview67
Operating Results70
Liquidity and Capital Resources77
Trend Information81
Critical Accounting Estimates85
Corporate Governance Statement86
Corporate Governance86
Summary of differences with NYSE standards91
Directors, Senior Management and Employees94
Directors and Senior Management94
Compensation101
Board Practices102
Employees104
Share Ownership104
Recovery of Erroneously Awarded Compensation104
Major Shareholders and Related Party Transactions105
Major Shareholders105
Related Party Transactions105
SUSTAINABILITY STATEMENT108
Sustainability In Tenaris108
Basis for Presentation108
Policies and Procedures109
The Administrative and Management Bodies110
Due Diligence110
Strategy and Business Model110
Double Materiality Assessment110
Identifying and Assessing Material Impacts, Risks and Opportunities110
Material Impacts, Risks and Opportunities (“IROs”)114
Environment115
Environmental Management System116
Climate Change116
Air Quality127
Water Management128
Circularity131
Biodiversity135
EU Taxonomy (Article 8 of Regulation (EU) 2020/852)136
Social146
Human Capital146
Health and Safety154
Community Relations160
Our Value Chain165
Governance - Business Conduct176
Compliance Culture177
Business Conduct Compliance Program177
Business Conduct Risk Management179
Monitoring, Investigations Audit Reviews and Compliance Assurance179
Compliance Line180
Human Rights182
Annexes184
Annex I: Sustainability Statement Accounting Policies184
Annex II: Sustainability performance indicators191
LEGAL AND FINANCIAL INFORMATION201
Financial Information201
Consolidated Statements and Other Financial Information201
The Offer and Listing202
Offer and Listing Details202
Additional Information203
Exchange Controls203
Taxation203
Documents on Display209
Quantitative and Qualitative Disclosure about Market Risk210
Description of Securities Other Than Equity Securities213
American Depositary Shares213
Controls and Procedures214
Principal Accountant Fees and Services216
Purchases of Equity Securities by the Company and Affiliated Purchasers217
Change in Registrant’s Certifying Accountant220
Insider Trading Policy221
Cybersecurity222
FINANCIAL STATEMENTS223
FINANCIAL STATEMENTS226
Consolidated Financial Statements226
EXHIBITS224

FORM 20-F CROSS REFERENCE GUIDE

ItemItem in Form 20-FCross-reference to consolidated management report
Part I
Item 1Identity of Directors , Senior Management and AdvisorsNone - Not applicable
Item 2Offer Statistics and Expected TimetableNone - Not applicable
Item 3Key InformationRisk Factors
3.A[Reserved]
3.BCapitalization and IndebtednessNone - Not applicable
3.CReasons for the Offer and Use of ProceedsNone - Not applicable
3.DRisk FactorsRisk Factors
Item 4Information on the CompanyInformation on the Company - Overview
4.AHistory and Development of the CompanyInformation on the Company - History and Development of the Company
4.BBusiness OverviewInformation on the Company - Business Overview
4.COrganizational Structure and SubsidiariesInformation on the Company - Organizational Structure and Subsidiaries
4.DProperty, Plant and EquipmentInformation on the Company - Business Overview
Item 4AUnresolved Staff CommentsNone - Not applicable
Item 5Operating and Financial Review and ProspectsInformation on the Company - Operating and Financial Review and Prospects - Overview
5.AOperating ResultsInformation on the Company - Operating and Financial Review and Prospects - Operating Results
5.BLiquidity and Capital ResourcesInformation on the Company - Operating and Financial Review and Prospects - Liquidity and Capital Resources
5.CResearch and Developments, Patents and Licenses, Etc.Information on the Company - Business Overview - Research and Development
5.DTrend InformationInformation on the Company - Operating and Financial Review and Prospects - Trend Information
5.ECritical Accounting EstimatesInformation on the Company - Operating and Financial Review and Prospects - Critical Accounting Estimates
Item 6Directors, Senior Management and EmployeesInformation on the Company - Directors, Senior Management and Employees
6.ADirectors and Senior ManagementInformation on the Company - Directors, Senior Management and Employees - Directors and Senior Management
6.BCompensationInformation on the Company - Directors, Senior Management and Employees - Compensation
6.CBoard PracticesInformation on the Company - Directors, Senior Management and Employees - Board Practices
6.DEmployeesInformation on the Company - Directors, Senior Management and Employees - Employees
6.EShare OwnershipInformation on the Company - Directors, Senior Management and Employees - Share Ownership
6.FDisclosure of a Registrant’s Action to Recover Erroneously Awarded CompensationInformation on the Company - Directors, Senior Management and Employees - Recovery of Erroneously Awarded Compensation
Item 7Major Shareholders and Related Party TransactionsInformation on the Company - Major Shareholders and Related Party Transactions
7.AMajor ShareholdersInformation on the Company - Major Shareholders and Related Party Transactions - Major Shareholders
7.BRelated Party TransactionsInformation on the Company - Major Shareholders and Related Party Transactions - Related Party Transactions
7.CInterest of Experts and CounselNone - Not applicable
Item 8Financial InformationLegal and Financial Information - Financial Information
8.AConsolidated Statements and Other Financial InformationLegal and Financial Information - Financial Information - Consolidated Statements and Other Financial Information
8.BSignificant ChangesNone - Not applicable
Item 9The Offer and ListingLegal and Financial Information - The Offer and Listing
9.AOffer and Listing DetailsLegal and Financial Information - The Offer and Listing - Offer and Listing Details
9.BPlan of DistributionNone - Not applicable
9.CMarketsLegal and Financial Information - The Offer and Listing - Offer and Listing Details
9.DSelling ShareholdersNone - Not applicable
9.EDilutionNone - Not applicable
9.FExpenses of the IssueNone - Not applicable
Item 10Additional InformationInformation on the Company - Corporate Governance Statement Legal and Financial Information - Additional Information
10.AShare CapitalNone - Not applicable
10.BMemorandum and Articles of AssociationInformation on the Company - Corporate Governance Statement - Corporate Governance
10.CMaterial ContractsInformation on the Company - Business Overview
10.DExchange ControlsLegal and Financial Information - Additional Information - Exchange Controls
10.ETaxationLegal and Financial Information - Additional Information - Taxation
10.FDividends and Paying AgentsNone - Not applicable
10.GStatement by ExpertsNone - Not applicable
10.HDocuments on DisplayLegal and Financial Information - Additional Information - Documents on Display
10.ISubsidiary InformationNone - Not applicable
Item 11Quantitative and Qualitative Disclosure about Market RiskLegal and Financial Information - Quantitative and Qualitative Disclosure about Market Risk
Item 12Description of Securities Other Than Equity SecuritiesLegal and Financial Information - Description of Securities Other Than Equity Securities
12.ADebt SecuritiesNone - Not applicable
12.BWarrants and RightsNone - Not applicable
12.COther SecuritiesNone - Not applicable
12.DAmerican Depositary SharesLegal and Financial Information - Description of Securities Other Than Equity Securities - American Depositary Shares
Part II
Item 13Defaults, Dividend Arrearages and DelinquenciesNone - Not applicable
Item 14Material Modifications to the Rights of Security Holders and Use of ProductsNone - Not applicable
Item 15Controls and ProceduresLegal and Financial Information - Controls and Procedures
Item 16[Reserved]
Item 16AAudit Committee Financial ExpertInformation on the Company - Directors, Senior Management and Employees - Board Practices
Item 16BCode of EthicsSustainability Statement - Sustainability in Tenaris - Policies and Procedures
Item 16CPrincipal Accountant Fees and ServicesLegal and Financial Information - Principal Accountant Fees and Services
Item 16DExemption from the Listing Standards for Audit CommitteeNone - Not applicable
Item 16EPurchases of Equity Securities by the Issuer and Affiliated PurchasersLegal and Financial Information - Purchases of Equity Securities by the Company and Affiliated Purchasers
Item 16FChange in Registrant's Certifying AccountantLegal and Financial Information - Change in Registrant's Certifying Accountant
Item 16GCorporate GovernanceInformation on the Company - Corporate Governance Statement
Item 16HMine Safety DisclosureNone - Not applicable
Item 16IDisclosure Regarding Foreign Jurisdictions that Prevent InspectionsNone - Not applicable
Item 16 JInsider trading policiesLegal and Financial Information - Insider trading policies
Item 16KCybersecurityLegal and Financial Information - Cybersecurity
Part III
Item 17Financial StatementsFinancial Statements
Item 18Financial StatementsFinancial Statements
Item 19ExhibitsExhibits
ContentsView on SEC.gov

The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.