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TENARIS SA

For the period ended Dec 31, 2025. Filed Mar 31, 2026.

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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.

FY2025 · Filed Mar 31, 2026

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, 2025

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 - 4 th Floor

L-2449 Luxembourg

(Address of principal executive offices)

Marcos Basaldella

26, Boulevard Royal - 4 th 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 not directly 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.

1,071,994,930** ordinary shares, par value $1.00 per share

** Includes 60,170,972 treasury shares, as of December 31, 2025.

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) 4590-8600Andreina Ostos Rosales Tenaris S.A. 26, Boulevard Royal - 4th Floor L-2449 Luxembourg, Luxembourg (352) 26 47 89 78

TABLE OF CONTENTS

LETTER FROM THE CHAIRMAN9
CERTAIN DEFINED TERMS11
PRESENTATION OF CERTAIN FINANCIAL AND OTHER INFORMATION13
CAUTIONARY STATEMENT CONCERNING FORWARD-LOOKING STATEMENTS14
RISK FACTORS15
Risks Relating to our Business and Industry15
Risks Relating to our Structure24
Risks Relating to shares and ADSs24
INFORMATION ON THE COMPANY26
Overview26
History and Development of the Company28
Business Overview29
Our Competitive Strengths30
Business Segments31
Our Products31
Production Process and Facilities32
Sales and Marketing40
Competition47
Capital Expenditure Program49
Raw Materials and Energy50
Product Quality Standards53
Research and Development53
Insurance54
Disclosure Pursuant to Section 13(r) of the Exchange Act54
Organizational Structure and Subsidiaries54
Operating and Financial Review and Prospects57
Overview57
Operating Results59
Liquidity and Capital Resources64
Trend Information68
Critical Accounting Estimates71
Corporate Governance Statement72
Corporate Governance72
Summary of differences with NYSE standards78
Directors, Senior Management and Employees81
Directors and Senior Management81
Compensation88
Board Practices89
Employees91
Share Ownership91
Recovery of Erroneously Awarded Compensation92
Major Shareholders and Related Party Transactions92
Major Shareholders92
Related Party Transactions93
SUSTAINABILITY STATEMENT95
Sustainability in Tenaris95
Basis for Presentation96
Policies and Procedures97
The Administrative and Management Bodies99
Due Diligence99
Strategy and Business Model99
Double Materiality Assessment99
Identifying and Assessing Material Impacts, Risks and Opportunities99
Material Impacts, Risks and Opportunities (“IROs”)102
Environment104
Environmental Management System105
Climate Change105
Air Quality115
Water Management117
Circularity119
Biodiversity122
EU Taxonomy (Article 8 of Regulation (EU) 2020/852)123
Social131
Human Capital131
Health and Safety141
Community Relations146
Our Value Chain154
Governance - Business Conduct164
Compliance Culture165
Business Conduct Compliance Program165
Business Conduct Risk Management167
Monitoring, Investigations, Audit Reviews and Compliance Assurance167
Compliance Line168
Human Rights169
Annexes171
Annex I: Sustainability Statement Accounting Policies171
Annex II: Sustainability performance indicators177
LEGAL AND FINANCIAL INFORMATION184
Financial Information184
Consolidated Statements and Other Financial Information184
Significant changes185
The Offer and Listing186
Offer and Listing Details186
Additional Information186
Exchange Controls186
Taxation187
Documents on Display194
Quantitative and Qualitative Disclosure about Market Risk194
Description of Securities Other Than Equity Securities198
American Depositary Shares198
Controls and Procedures199
Principal Accountant Fees and Services200
Purchases of Equity Securities by the Company and Affiliated Purchasers201
Change in Registrant’s Certifying Accountant205
Insider Trading Policy205
Cybersecurity206
FINANCIAL STATEMENTS207
EXHIBITS208
FINANCIAL STATEMENTS210
Consolidated Financial Statements210

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 ChangesLegal and Financial Information - Financial Information - Significant Changes
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 StatementLegal 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 16JInsider 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.