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 February 2025

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: February 27, 2025

Eni: treasury shares programme terminated

Report on the purchase of treasury shares during the period

from 17 to 20 February 2025

San Donato Milanese (Milan), 26 February 2025 – Eni informs that on 20 February 2025 the second tranche of the buyback programme of the Company, started on 13 June 2024, terminated and, consequently, the buyback programme for the year 2024 totaling EUR 2 billion as last disclosed to the market on 25 October 2024.

During the second tranche of the buyback programme approved by the Shareholders' Meeting on 15 May 2024, previously subject to disclosure to the market, for the purpose of paying to the Shareholders an additional remuneration compared to the distribution of dividends, Eni acquired on the Euronext Milan no. 137,725,411 shares (equal to 4.19% of the share capital), for a total consideration of 1,908,200,294.55 euro. These shares will be cancelled in accordance with the terms and timing resolved by the Shareholders' Meeting on 15 May 2024.

Considering the treasury shares already held and the purchases made from the beginning of the treasury shares buyback programme on 27 May 2024 and the free of charge shares granted to Eni’s employees (as provided by the “Long-Term Incentive Plan 2020-2022” approved by Eni’s Shareholders’ Meeting of 13 May 2020 and by the “Employee Stock Ownership Plan” approved by Eni’s Shareholders’ Meeting of 15 May 2024), Eni holds n. 229,335,738 shares equal to 6.98% of the share capital.

During the period from 17 to 20 February 2025, Eni acquired no. 2,886,272 shares (equal to 0.09% of the share capital), at a weighted average price per share equal to € 14.0788, for a total consideration of € 40,635,221.33 within the second tranche of the treasury shares programme.

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:

Details of the daily transactions made during the period from 17 to 20 February 2025 are reported below.