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 19, 2025

Eni signs agreement for KKR to increase its stake in Enilive

San Donato Milanese (Milan), 18 February 2025 - Eni and KKR, a leading global investment firm, have signed an agreement under which KKR will increase its stake in Enilive through an additional purchase of Enilive’s shares from Eni. The purchase will correspond to 5% of Enilive's share capital and will be funded through an additional investment of €587.5 million. Overall, the investment will give KKR a 30% stake in Enilive’s share capital, optimizing Eni’s capital structure, while maintaining Eni’s control and consolidation of Enilive.

The transaction is in line with the agreement signed between KKR and Eni last October for KKR's acquisition of a 25% stake in Enilive's share capital, which is expected to close by next month, and it is based on the same post-money valuation of €11.75 billion of Equity Value for 100% of Enilive's share capital.

KKR's further investment, backed by leading international co-investors, including large international pension funds among others, underscores market recognition and the solidity of Enilive's business model, which is committed to offering integrated services and progressively decarbonized products to its consumers in the sustainable mobility sector. Furthermore, the transaction highlights the validity of Eni's satellite strategy, effectively attracting capital for specific business segments, enabling their independent growth and providing visibility into their fair market value.

The closing of the acquisition of the additional 5% stake is subject to regulatory approvals of the competent authorities.

Francesco Gattei, Chief Transition & Financial Officer of Eni, commented: "KKR's additional investment confirms the attractiveness of Enilive to the market. Enilive is a solid and growing company, with an important financial partner, and it will play a crucial role in reducing emissions generated by the end use of our products, which is a key aspect of our path to Net zero by 2050. In line with our strategy, we will continue enhancing our best energy transition businesses, enabling them to create value on their own, increase their market value, open up new opportunities in the capital market, make them attractive to important future industrial and financial partners and grow their business rapidly in support of our decarbonisation path”.

Notes to Editors

Enilive is Eni’s company dedicated to biorefining, biomethane production, smart mobility solutions including Enjoy car sharing, and the distribution of all energy carriers for mobility, through its more than 5,000 Enilive Stations in Europe.

Enilive aims to provide progressively decarbonized services and products for the energy transition, contributing to Eni's goal of achieving carbon neutrality by 2050 also through industrial assets that include the Venice and Gela biorefineries, in Italy; the St. Bernard Renewables LLC (50% joint venture with PBF Energy) in Louisiana (United States of America); numerous biogas plants being converted to biomethane production in Italy, as well as new projects in Livorno, in Malaysia and in South Korea, where further biorefineries are under construction. Enilive plans to increase its biorefining capacity to over 5 million tonnes/year by 2030 and enhance its optionality for Sustainable Aviation Fuel (SAF) production up to 2 million tonnes per year.

Eni Company Contacts:

Press Office: Tel. +39.0252031875 – +39.0659822030

Freephone for shareholders (from Italy): 800940924
Freephone for shareholders (from abroad): +39.800 11 22 34 56

Switchboard: +39.0659821

ufficio.stampa@eni.com

segreteriasocietaria.azionisti@eni.com

investor.relations@eni.com

Website: www.eni.com

Eni: report on the purchase of treasury shares during the period from 10 to 14 February 2025

San Donato Milanese (Milan), 19 February 2025 – During the period from 10 to 14 February 2025, Eni acquired on the Euronext Milan no. 3,575,792 shares (equal to 0.11% of the share capital), at a weighted average price per share equal to 13.9829 euro, for a total consideration of 50,000,006.67 euro within the second 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 paying to the Shareholders an additional remuneration compared to the distribution of dividends.

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 13 June 2024, of the second tranche of the buyback program, Eni acquired no. 134,839,139 shares (equal to 4.11% of the share capital) for a total consideration of 1,867,565,073.22 euro.

Considering the treasury shares already held and the purchases made from the beginning of the treasury shares buyback program on 27 May 2024 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) and to Eni’s employees (as provided by the “Employee Stock Ownership Plan” approved by Eni’s Shareholders’ Meeting of 15 May 2024) , Eni holds n. 226,449,466 shares equal to 6.89% of the share capital.

Details of the daily transactions made during the period from 10 to 14 February 2025 are reported below.