Washington, D.C. 20549

________________________

Form 6-K

Report of Foreign Issuer

Pursuant to Rule 13a-16 or 15d-16 of

the Securities Exchange Act of 1934

For the month of June 2024

Eni S.p.A.

(Exact name of Registrant as specified in its charter)

Piazzale Enrico Mattei 1 -- 00144 Rome, Italy

(Address of principal executive offices)

_________________________

(Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.)

Form 20-F X Form 40-F

_________________________

(Indicate by check mark whether the registrant by furnishing the information contained in this Form is also thereby furnishing the information to the Commission pursuant to Rule 12g3-2b under the Securities Exchange Act of 1934.)

Yes No X

(If "Yes" is marked, indicate below the file number assigned to the registrant in connection with Rule 12g3-2(b): )

Table of contents

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, hereunto duly authorised.

Date: June 12, 2024

Eni - treasury shares buyback program for 2024: termination of the first tranche and start of the second tranche

Report on the purchase of treasury shares during the period from 3 to 7 June 2024

San Donato Milanese (Milan), 12 June 2024 – During the period from 3 to 7 June 2024, Eni acquired on the Euronext Milan no 2,958,000 shares (equal to 0.09% of the share capital), at a weighted average price per share equal to € 14.1884, for a total consideration of € 41,969,219.82 within the first tranche of the treasury shares program approved by the Shareholders' Meeting on 15 May 2024, previously subject to disclosure pursuant to art. 144-bis of Consob Regulation 11971/1999, for the purpose of building up the stock to serve the implementation of the Employees Stock Ownership Plan 2024-2026.

On the basis of the information provided by the intermediary appointed to make the purchases, here below a synthesis of transactions for the purchase of treasury shares on the Euronext Milan on a daily basis:

With purchases indicated above the first tranche of the Company's treasury shares buyback program for 2024, launched on 27 May 2024, has been terminated.

Since the start of the program, Eni purchased n. 6,400,000 treasury shares (equal to 0.19% of the share capital) for an aggregate amount of 91,799,696.67 euro. Considering the treasury shares already held, Eni holds n. 96,621,072 shares equal to 2.94% of the share capital.

Eni announces that, following the authorization granted by the Shareholders' Meeting held on 15 May 2024, an additional purchasing phase (the "Second Tranche") will be launched in the next days to complete the total €1.6 billion treasury shares buyback program as announced on 24 April 2024 (subject to possible increase in the total amount of the buyback program in case of upside scenarios, up to a total maximum of €3.5 billion).

The Second Tranche will concern up to a maximum of 321.6 million of Eni’s shares (approximately 9.8% of share capital), up to a total maximum of € 1.508 billion and a maximum duration until the end of April 2025.

The Second Tranche will have the purpose of paying to the Shareholders an additional remuneration compared to the distribution of dividends, therefore, the treasury shares acquired during the Second Tranche will be cancelled without reduction of the share capital, in accordance with the resolutions of the Shareholders’ Meeting held on 15 May 2024.

The purchases will be executed on the Euronext Milan through an authorized agent, who will act independently, also in relation to the timing of transactions and will be disclosed to the market in accordance with the terms and conditions set out in the laws and regulations in force.

Details of the daily transactions made during the period from 3 to 7 June 2024 are reported below.