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 March 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: March 13, 2024

Eni: treasury shares purchase programme terminated

Report on the purchase of treasury shares during the period from 4 to 5 March 2024

San Donato Milanese (Milan), 13 March 2024 – During the period from 4 to 5 March 2024, Eni acquired on the Euronext Milan no. 706,279 shares (equal to 0.02% of the share capital), at a weighted average price per share equal to 14.3754 euro, for a total consideration of 10,153,013.75 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:

With the purchases reported above the second tranche of the buyback programme of the Company for the year 2023, started on 4 September 2023, terminated and, consequently, the buyback programme for the year 2023 totaling EUR 2,2 billion as disclosed to the market at the Capital Markets Update on 23 February 2023.

During the execution of the second tranche, Eni acquired no. 91,447,368 shares (equal to 2.71% of the share capital) for a total consideration of 1,374,993,075.27 euro. Following the purchases made until 5 March 2024, considering the treasury shares already held, the cancellation of 195,550,084 treasury shares resolved by the Shareholders' Meeting on 10 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. 181,668,440 shares equal to 5.38% of the share capital. The shares purchased under the second tranche of the buyback programme will be cancelled in accordance with the terms and timing resolved by the Shareholders' Meeting on 10 May 2023.

Details of the daily transactions are reported below.

Company Contacts:

Press Office: Tel. +39.0252031875 – +39.0659822030

Freephone for shareholders (from Italy): 800940924

Freephone for shareholders (from abroad): + 80011223456
Switchboard: +39-0659821

ufficio.stampa@eni.com

segreteriasocietaria.azionisti@eni.com

investor.relations@eni.com

Web site: www.eni.com