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 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: February 28, 2024

Eni: Report on the purchase of treasury shares during the period from

19 to 23 February 2024

San Donato Milanese (Milan), 28 February 2024 – During the period from 19 to 23 February 2024, Eni acquired on the Euronext Milan no. 2,107,832 shares (equal to 0.06% of the share capital), at a weighted average price per share equal to 14.2281 euro, for a total consideration of 29,990,500.04 euro within the second tranche of the treasury shares program approved by the Shareholders' Meeting on 10 May 2023, previously subject to disclosure pursuant to art. 144-bis of Consob Regulation 11971/1999.

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:

From the start, on 4 September 2023, of the second tranche of the buyback programme (aimed at giving Eni shareholders additional remuneration in relation to the distribution of dividends), Eni acquired no. 88,641,277 shares (equal to 2.63% of the share capital) for a total consideration of 1,334,811,864.85 euro. Considering the treasury shares already held and the cancellation of 195,550,084 treasury shares resolved by the Shareholders' Meeting on 10 May 2023, the purchases made from the beginning of the treasury shares program on 12 May 2023 and the free of charge shares granted to Eni’s directors, following the conclusion of the Vesting Period as provided by the “Long-Term Incentive Plan 2020-2022” approved by Eni’s Shareholders’ Meeting of 13 May 2020, Eni holds n. 178,862,349 shares equal to 5.30% of the share capital.

Details of the daily transactions are reported below.