SECURITIES AND EXCHANGE COMMISSION

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 April 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: April 24, 2024

PRICE SENSITIVE

Eni: first quarter 2024 results

(a) Non-GAAP measures. For further information see the paragraph "Non-GAAP measures" on pages 20 and subsequent.

(b) The main JV/associates are listed in the "Reconciliation of Group proforma adjusted EBIT" on page 25.

(c) Attributable to Eni's shareholders.

(d) Net of expenditures relating to business combinations, purchase of minority interests and other non-organic items.

San Donato Milanese, April 24, 2024 - Eni's Board of Directors, chaired by Giuseppe Zafarana, yesterday approved the unaudited consolidated results for the first quarter of 2024. Eni CEO Claudio Descalzi said:

“In the first quarter 2024, we have accelerated in executing the transformation of our portfolio through different high value platforms of growth in both the legacy and transition businesses. With the closing of the acquisition of Neptune Energy and the announced UK focused combination with Ithaca Energy in the Upstream, we will reinforce our exposure to gas and to OECD countries, while the EIP investment into Plenitude at an enterprise value in excess of €10 bln confirms the material potential of our renewable and retail segment. Operationally, we continue to leverage our exploration and development skills: a new giant discovery in Côte d'Ivoire will expand our optionality in the long term both in term of resources and potential dilution; fast tracking development has ensured the start-up of the first LNG in Congo, just one year after the Final Investment Decision. The quarterly performance was excellent, with a strong result from E&P, supported by production up 5% versus last year, and continuing growth at Plenitude and Enilive. This drove €4.1 bln of proforma adjusted Ebit leading to €1.6 bln of adjusted net profit. Operating cash flow, net of working capital adjustments, was €3.9 bln, twofold our capex, thus enabling us to report a leverage of 0.23 well within our planned range despite the disbursement for the Neptune Energy acquisition. The results put the Company firmly on track to exceed the full-year earnings and cash flow guidance as we work to efficiently grow the upstream, profitably develop the businesses tied to the energy transition, and work to fully capture the market scenario. Based on our updated scenario, we expect full year CFFO to be above €14 bln and, in line with our distribution commitment, we are raising the planned 2024 share buy-back by 45% to €1.6 bln”.

From Q1 ’24 Eni’s results are reported in a way that fits with the underlying performance and strategic transformation of the Company. Emphasis is now given to segmental proforma adjusted EBIT¹ to incorporate the contribution of our main Joint Venture/Associates. Enilive and Plenitude, our key business dedicated to the decarbonization of the retail demand, are grouped together for segmental reporting purposes also in order to highlight their growing importance.

Enilive proforma adjusted EBITDA in the Q1 ’24 at €0.25 bln, up by 27% and Plenitude proforma adjusted EBITDA at €0.35 bln, up by approximately 50% were both in line with the Company’s guidance.

Group proforma adjusted results

¹ For a reconciliation of Group proforma adjusted EBIT and segment breakdown see pages 20 and subsequent. The list of the main JV/associates is included on page 25.

Exploration & Production

Enilive and Plenitude

Refining, Chemicals and Power

Decarbonization, Sustainability and Technology

The Company is providing the following updated operational and financial guidance for 2024:

The above-described outlook is a forward-looking statement based on information to date and management’s judgement and is subject to the potential risks and uncertainties of the scenario (see our disclaimer on page 19).

² Updated 2024 Scenario is: Brent 86 $/bbl (previously $80/bbl); SERM 6.8 $/bbl from 6.6 $/bbl; PSV 33 €/MWh (vs 31 €/MWh) and average EUR/USD exchange rate at 1.075 (vs 1.08).

³ On an adjusted basis, before working capital changes.

Exploration & Production

Production and prices

(a) Prices related to consolidated subsidiaries.

Results

For the disclosure on business segment special charges, see “Special items” in the Group results section.

Global Gas & LNG Portfolio

Sales

Results

For the disclosure on business segment special charges, see “Special items” in the Group results section.

Enilive and Plenitude

Production and sales

Enilive

Plenitude

Results

Proforma adjusted Ebitda amounted to €250 mln up by 27% vs Q1 ’23 (€197 mln) and its guidance for the year is confirmed at €1 bln. Enilive is well-positioned to capitalise on the expected demand increase in the second half of 2024, sustained by the implementation of new obligations in the Netherlands and the potential impact of EU anti-dumping regulation, as well as more stringent policy in California.

Proforma adjusted Ebitda amounted to €346 mln up by 48% vs Q1 ’23 (€233 mln).

For the disclosure on business segment special charges, see “Special items” in the Group results section.

Refining, Chemicals and Power

Production and sales

Refining

Chemicals

Power

Results

For the disclosure on business segment special charges, see “Special items” in the Group results section.

(a) For further information see table "Breakdown of special items".

Net borrowings and cash flow from operations

(a) Due to the reclassification effective January 1, 2024, of certain loans granted to non-consolidated entities as financing receivables (previously they were stated as invested capital), changes in those financing receivables have been consistently classified as cash flow from financing activities (previously they were classified as cash flow from investing activities).

(b) Includes payables due to suppliers recognized as financing payables because of the deferral of payment terms and incurred in connection with expenditures to purchase plant and equipment (€272 million and €85 million in the first quarter 2024 and 2023).

Net cash provided by operating activities in the Q1 ’24 was €1,904 mln and included €558 mln of dividends distributed from investments, mainly Azule Energy, Vår Energi and Adnoc R&GT.

The working capital absorbed about €2 bln of funds, because of the seasonality in sales of natural gas leading to a peak amount of trade receivables at the end of the first quarter, a slowdown in cash initiatives, the restocking of products following a drawdown at the end of 2023 due to then favorable pricing trends, and temporary delays in collecting cash calls from joint operators and receivables for cost recovery owed us by first parties. Those outflows were partly offset by a lower fund requirement due to the circumstance that in Italy the payments of excise taxes on fuel sales of the first part of the new year is brought forward to December.

Cash flow from operating activities before changes in working capital at replacement cost was €3,896 mln in the Q1 ’24 and was net of the following items: inventory holding gains or losses relating to oil and products, the reversing timing difference between gas inventories accounted at weighted average cost and management’s own measure of performance leveraging inventories to optimize margin, the fair value of commodity derivatives lacking the formal criteria to be designated as hedges or prorated on an accrual basis.

A reconciliation of cash flow from operations before changes in working capital at replacement cost to net cash provided by operating activities is provided below:

Organic capex was €1.99 bln in the Q1 ’24 (down 10.1% y-o-y). Net of organic capex, the free cash flow ante working capital was €1.9 bln.

Cash outflows for acquisitions net of divestments were about €1.7 bln and mainly related to the acquisition of Neptune Energy (€2.3 bln including acquired net debt) and Plenitude’s renewable assets, partly offset by the divestment of Eni’s production licenses in Congo to Perenco, as well as the Plenitude capital contribution of €0.6 bln following the finalization of the agreement with the EIP fund who acquired a minority interest (7.6%).

Net financial borrowings before IFRS 16 increased by around €3.3 bln due to the adjusted operating cash flow (€3.9 bln), capex requirements of €2 bln, working capital needs (around €2 bln), dividend payments to Eni’s shareholders and share repurchases of €1.2 bln, the net cash outflow related to acquisitions and divestments (€1.7 bln), as well as the payment of lease liabilities and hybrid bond interest (€0.3 bln).

Summarized Group Balance Sheet

(a) From January 1, 2024, considering Eni’s strategy based on the satellite model which envisages an increasing autonomy of non-consolidated entities, loans granted to certain JVs, previously classified as invested capital, have been reclassified as long-term financing receivables because it has been recognized that Eni is  exposed to a credit risk. Therefore, such financing receivables have been netted against gross finance debt to determine Eni’s net borrowings and to calculate the Group leverage. This new classification has been made by restating the opening balance of the group statement of financial position as of January 1, 2024.

As of March 31, 2024, fixed assets (€86.4 bln) increased by €4.5 bln from January 1, 2024, due to capital expenditures and the acquisition of the Neptune Energy Group, as well as positive exchange rate translation differences (the period-end exchange rate of EUR vs. USD was 1.081, down 2.2% compared to 1.105 as of December 31, 2023), thus increasing the book values of dollar-denominated assets and DD&A, impairment charges and write-offs.

Net working capital (-€12.8 bln) increased by €0.6 bln from January 1, 2024, due to fair value changes of derivative instruments and decreased balance between trade receivables and trade payables (€1.5 bln), partly offset by increasing tax payables (up by €1.3 bln) as in Italy the payments of excise taxes on fuel sales of the first part of the new fiscal year is brought forward to December of the previous year.

Shareholders’ equity (€55.1 bln) increased by €1.5 bln compared to January 1, 2024, due to the net profit for the period (€1.2 bln) and positive foreign currency translation differences (about €1.1 bln) reflecting the appreciation of the USD vs. EUR, partly offset by shareholders remuneration of €1.2 bln (dividend distribution and share buy-back).

Net borrowings ⁴ before lease liabilities as of March 31, 2024, amounted to €12.9 bln, up by approximately €3.3 bln from January 1, 2024.

Leverage ⁵ – the ratio of the borrowings to total equity calculated before the impact of IFRS 16 – was 0.23 on March 31, 2024.

4 Details on net borrowings are furnished on page 28.

5 Non-GAAP financial measures and other alternative performance indicators disclosed throughout this press release are accompanied by explanatory notes and tables in line with guidance provided by ESMA guidelines on alternative performance measures (ESMA/2015/1415), published on October 5, 2015. For further information, see the section “Non-GAAP measures” of this press release. See pages 20 and subsequent.

Special items

The breakdown of special items recorded in operating profit by segment (net charges of €413 mln in Q1 ’24) is as follows:

Other information, basis of presentation and disclaimer

This press release on Eni’s results for the first quarter of 2024 has been prepared on a voluntary basis according to article 82-ter, Regulations on issuers (CONSOB Regulation No. 11971 of May 14, 1999, and subsequent amendments and inclusions). The disclosure of results and business trends on a quarterly basis is consistent with Eni’s policy to provide the market and investors with regular information about the Company’s financial and industrial performances and business prospects considering the reporting policy followed by oil&gas peers who are communicating results on quarterly basis.

Results and cash flow are presented for the first quarter of 2024 and 2023, as well as the fourth quarter of 2023. Information on the Company’s financial position relates to end of the periods as of March 31, 2024 and December 31, 2023.

Accounts set forth herein have been prepared in accordance with the evaluation and recognition criteria set by the International Financial Reporting Standards (IFRS) issued by the International Accounting Standards Board (IASB) and adopted by the European Commission according to the procedure set forth in Article 6 of the European Regulation (CE) No. 1606/2002 of the European Parliament and European Council of July 19, 2002.

These criteria are unchanged from the 2023 Annual Report on Form 20-F filed with the US SEC on April 5, 2024, which investors are urged to read.

From January 1, 2024, the benchmark refining margin “SERM” has been calculated based on a new methodology which considers a revised industrial set-up in connection with the planned restructuring of the Livorno plant and implemented optimizations of utilities consumption, as well as current trends in crude supplies building in a slate of both high-sulfur and low sulfur crudes. The restated values of the SERM indicator of the comparative 2023 quarters and 2024 full-year guidance are provided in the table below.

Basis of presentation

From January 1, 2024, the Eni statutory segment information is presented as follows:

The aggregation of Enilive (biorefining and retail sale of sustainable mobility products) and Plenitude (retail sale of energy commodities and services, production of electricity from renewable sources and management of the network of EV charging stations) in a single reporting segment is motivated by the fact that the two businesses exhibit similar economic characteristics, have a prevalent retail activity as customer-facing segments with a wide range of opportunities for cross-selling, as well as by the common strategic goal to decarbonize customers' CO₂ emissions and the attractiveness of dedicated capital.

The Power business, given its less significant relevance in proportion to the Group's main economic and financial figures, has been aggregated with the operating segments with which it shares industrial similarities.

The re-segmentation of the adjusted operating profit for the comparative periods of 2023 is disclosed below:

* * *

Non-GAAP financial measures and other alternative performance indicators disclosed throughout this press release are accompanied by explanatory notes and tables in line with guidance provided by ESMA guidelines on alternative performance measures (ESMA/2015/1415), published on October 5, 2015. For further information, see the section “Alternative performance measures (Non-GAAP measures)” of this press release.

The manager responsible for the preparation of the Company’s financial reports, Francesco Esposito, declares pursuant to rule 154-bis paragraph 2 of Legislative Decree No. 58/1998 that data and information disclosed in this press release correspond to the Company’s evidence and accounting books and records.

* * *

Disclaimer

This press release contains certain forward-looking statements particularly those regarding capital expenditure, development and management of oil and gas resources, dividends, share repurchases, allocation of future cash flow from operations, future operating performance, gearing, targets of production and sales growth, new markets and the progress and timing of projects. By their nature, forward-looking statements involve risks and uncertainties because they relate to events and depend on circumstances that will or may occur in the future. Actual results may differ from those expressed in such statements, depending on a variety of factors, including the impact of the pandemic disease, the timing of bringing new fields on stream; management’s ability in carrying out industrial plans and in succeeding in commercial transactions; future levels of industry product supply; demand and pricing; operational issues; general economic conditions; political stability and economic growth in relevant areas of the world; changes in laws and governmental regulations; development and use of new technology; changes in public expectations and other changes in business conditions; the actions of competitors and other factors discussed elsewhere in this document. Due to the seasonality in demand for natural gas and certain refined products and the changes in a number of external factors affecting Eni’s operations, such as prices and margins of hydrocarbons and refined products, Eni’s results from operations and changes in net borrowings for the quarter of the year cannot be extrapolated on an annual basis.

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

website: www.eni.com

Eni

Società per Azioni, Rome, Piazzale Enrico Mattei, 1

Share capital: €4,005,358,876 fully paid.

Tax identification number 00484960588

Tel.: +39 0659821 - Fax: +39 0659822141

This press release for the first quarter of 2024 results (not subject to audit) is also available on Eni’s website eni.com.

Management evaluates underlying business performance on the basis of Non-GAAP financial measures, which are not provided by IFRS (“Alternative performance measures”), such as adjusted operating profit, adjusted net profit, which are arrived at by excluding from reported results certain gains and losses, defined special items, which include, among others, asset impairments, including impairments of deferred tax assets, gains on disposals, risk provisions, restructuring charges, the accounting effect of fair-valued derivatives used to hedge exposure to the commodity, exchange rate and interest rate risks, which lack the formal criteria to be accounted as hedges, and analogously evaluation effects of assets and liabilities utilized in a relation of natural hedge of the above mentioned market risks. Furthermore, in determining the business segments’ adjusted results, finance charges on finance debt and interest income are excluded (see below). In determining adjusted results, inventory holding gains or losses are excluded from base business performance, which is the difference between the cost of sales of the volumes sold in the period based on the cost of supplies of the same period and the cost of sales of the volumes sold calculated using the weighted average cost method of inventory accounting as required by IFRS, except in those business segments where inventories are utilized as a lever to optimize margins. Finally, the same special charges/gains are excluded from the Eni’s share of results at JVs and other equity accounted entities, including any profit/loss on inventory holding.

Management is disclosing Non-GAAP measures of performance to facilitate a comparison of base business performance across periods, and to allow financial analysts to evaluate Eni’s trading performance on the basis of their forecasting models.

Non-GAAP financial measures should be read together with information determined by applying IFRS and do not stand in for them. Other companies may adopt different methodologies to determine Non-GAAP measures.

Follows the description of the main alternative performance measures adopted by Eni. The measures reported below refer to the performance of the reporting periods disclosed in this press release:

Adjusted operating and net profit

Adjusted operating profit and adjusted net profit are determined by excluding inventory holding gains or losses, special items and, in determining the business segments’ adjusted results, finance charges on finance debt and interest income. The adjusted operating profit of each business segment reports gains and losses on derivative financial instruments entered into to manage exposure to movements in foreign currency exchange rates, which impact industrial margins and translation of commercial payables and receivables. Accordingly, also currency translation effects recorded through profit and loss are reported within business segments’ adjusted operating profit. The taxation effect of the items excluded from adjusted operating or net profit is determined based on the specific rate of taxes applicable to each of them.

Finance charges or income related to net borrowings excluded from the adjusted net profit of business segments are comprised of interest charges on finance debt and interest income earned on cash and cash equivalents not related to operations. Therefore, the adjusted net profit of business segments includes finance charges or income deriving from certain segment operated assets, i.e., interest income on certain receivable financing and securities related to operations and finance charge pertaining to the accretion of certain provisions recorded on a discounted basis (as in the case of the asset retirement obligations in the Exploration & Production segment).

Inventory holding gain or loss

This is the difference between the cost of sales of the volumes sold in the period based on the cost of supplies of the same period and the cost of sales of the volumes sold calculated using the weighted average cost method of inventory accounting as required by IFRS.

Special items

These include certain significant income or charges pertaining to either: (i) infrequent or unusual events and transactions, being identified as non-recurring items under such circumstances; (ii) certain events or transactions which are not considered to be representative of the ordinary course of business, as in the case of environmental provisions, restructuring charges, asset impairments or write ups and gains or losses on divestments even though they occurred in past periods or are likely to occur in future ones. Exchange rate differences and derivatives relating to industrial activities and commercial payables and receivables, particularly exchange rate derivatives to manage commodity pricing formulas which are quoted in a currency other than the functional currency are reclassified in operating profit with a corresponding adjustment to net finance charges, notwithstanding the handling of foreign currency exchange risks is made centrally by netting off naturally-occurring opposite positions and then dealing with any residual risk exposure in the derivative market. Finally, special items include the accounting effects of fair-valued commodity derivatives relating to commercial exposures, in addition to those which lack the criteria to be designed as hedges, also those which are not eligible for the own use exemption, including the ineffective portion of cash flow hedges, as well as the accounting effects of settled commodity and exchange rates derivatives whenever it is deemed that the underlying transaction is expected to occur in future reporting periods.

Correspondently, special charges/gains also include the evaluation effects relating to assets/liabilities utilized in a natural hedge relation to offset a market risk, as in the case of accrued currency differences at finance debt denominated in a currency other than the reporting currency, where the cash outflows for the reimbursement are matched by highly probable cash inflows in the same currency. The deferral of both the unrealized portion of fair-valued commodity and other derivatives and evaluation effects are reversed to future reporting periods when the underlying transaction occurs.

As provided for in Decision No. 15519 of July 27, 2006 of the Italian market regulator (CONSOB), non-recurring material income or charges are to be clearly reported in the management’s discussion and financial tables.

Leverage

Leverage is a Non-GAAP measure of the Company’s financial condition, calculated as the ratio between net borrowings and shareholders’ equity, including non-controlling interest. Leverage is the reference ratio to assess the solidity and efficiency of the Group balance sheet in terms of incidence of funding sources including third-party funding and equity as well as to carry out benchmark analysis with industry standards.

Gearing

Gearing is calculated as the ratio between net borrowings and capital employed net and measures how much of capital employed net is financed recurring to third-party funding.

Cash flow from operations before changes in working capital at replacement cost

This is defined as net cash provided from operating activities before changes in working capital at replacement cost. It also excludes certain non-recurring charges such as extraordinary credit allowances and, considering the high market volatility, changes in the fair value of commodity derivatives lacking the formal criteria to be designed as hedges, including derivatives which were not eligible for the own use exemption, the ineffective portion of cash flow hedges, as well as the effects of certain settled commodity derivatives whenever it is deemed that the underlying transaction is expected to occur in future reporting periods.

Free cash flow

Free cash flow represents the link existing between changes in cash and cash equivalents (deriving from the statutory cash flows statement) and in net borrowings (deriving from the summarized cash flow statement) that occurred from the beginning of the period to the end of period. Free cash flow is the cash in excess of capital expenditure needs. Starting from free cash flow it is possible to determine either: (i) changes in cash and cash equivalents for the period by adding/deducting cash flows relating to financing debts/receivables (issuance/repayment of debt and receivables related to financing activities), shareholders’ equity (dividends paid, net repurchase of own shares, capital issuance) and the effect of changes in consolidation and of exchange rate differences; (ii) changes

in net borrowings for the period by adding/deducting cash flows relating to shareholders’ equity and the effect of changes in consolidation and of exchange rate differences.

Net borrowings

Net borrowings is calculated as total finance debt less cash, cash equivalents, financial assets measured at fair value through profit or loss and financing receivables held for non-operating purposes. Financial activities are qualified as “not related to operations” when these are not strictly related to the business operations.

Proforma adjusted EBIT

Is the measure adding the operating margin of the equity accounted entities to the adjusted EBIT, introduced by the management to reflect the increasing contribution from the JV/associates also in connection with the Eni satellite model.

Tables of proforma results and reconciliation of Non-GAAP and to the most comparable measures of financial performance determined in accordance to GAAPs

Breakdown of special items

Reconciliation of Group proforma adjusted EBIT

Group consolidated profit and loss reconciliation GAAP vs Non-GAAP