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 July 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: July 25, 2025

Eni’s Board of Directors

Approval of the first tranche of the provision in place of 2025 dividend: € 0.26 per share

San Donato Milanese, 24 July 2025 – Eni’s Board of Directors, chaired by Giuseppe Zafarana, today resolved to distribute to Shareholders the first of the four tranches of the provision in place of the 2025 dividend¹ from Eni S.p.A. available reserves of € 0.26 (compared to a total annual provision, in place of the dividend, equal to € 1.05) per share outstanding at the ex-dividend date as of 22 September 2025², payable on 24 September 2025³, as resolved by the Shareholders’ Meeting of 14 May 2025.

Holders of ADRs, outstanding at the record date of 23 September 2025, will receive € 0.52 per ADR, payable on 7 October 2025⁴, with each ADR listed on the New York Stock Exchange representing two Eni shares.

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

¹ Coupon No. 51.

² Depending on the recipient’s fiscal status the payment is subject to a withholding tax or is treated in part as taxable income.

³ Pursuant to article 83-terdecies of the Italian Legislative Decree no. 58 of February 24, 1998, the right to receive the payment is determined with reference to the entries on the books of the intermediary – as set out in art. 83-quater, paragraph 3 of the Italian Legislative Decree no. 58 of February 24, 1998 – at the end of the accounting day of 23 September 2025 (record date).

⁴ On ADR payment date, Citibank, N.A. will pay net of the amount of the withholding tax under Italian law applicable to all Depository Trust Company Participants.

Eni: results for the second quarter and half year 2025

San Donato Milanese, July 25, 2025 - Eni's Board of Directors, chaired by Giuseppe Zafarana, yesterday approved the unaudited consolidated results for the second quarter and first half 2025. Eni CEO Claudio Descalzi said:

“Eni’s consistent strategic focus has produced excellent results in Q2 ’25. The economic environment remains challenging, but Eni’s business model is strong and flexible. Strict financial discipline, a stronger portfolio, and low breakeven projects support this resilience and ensure a self-funded growth strategy. At the same time, we continue to deliver value for shareholders while keeping the balance sheet stronger than ever.

In this quarter, we have continued to deliver both growth and value in all our businesses. In our transition-related satellites, we agreed to a 20% investment by Ares in Plenitude and established a new JV with GIP for our CCUS. Meanwhile in our upstream, we are on track to launch the Eni-Petronas satellite, focused on extracting value from gas resources in Indonesia and Malaysia. Additionally, the expected sanctioning of the world-class Argentina LNG project marks another milestone in the expansion of our global LNG activity. Finally, we have identified additional cash initiatives that will generate around €3 bln of cash contribution over the year.

Our operational performance delivered €2.7 bln of proforma adjusted EBIT, €1.13 bln of adjusted net profit and €2.8 bln of adjusted cash flow, largely exceeding funding requirements for capex of €2 bln. Despite currency headwinds, we maintained proforma leverage at 0.10 at the low end of our stated range. Looking ahead, we believe our strong financial position, unique and differentiated strategy and ability to be flexible and agile, mean we are well positioned to navigate the current market volatility and continue to deliver leading shareholders’ returns.”

Key operating and financial results

(a) Non-GAAP measures. For further information see the paragraph "Non-GAAP measures" on pages 18 and subsequent.

(b) The main JV/associates are listed in the "Reconciliation of Group proforma adjusted EBIT" on page 24.

(c) Attributable to Eni's shareholders.

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

(e) Calculated including the transactions agreed but yet to be closed at the reporting date.    

Outlook 2025

Eni is raising its FY ’25 CFFO outlook and confirming cash returns to shareholders despite the headwinds of lower commodity prices and a weaker USD.

Specifically we are:

In addition we:

Robust balance sheet and leverage continue to be expected to be within the Plan stated range.

Confirmed the planned shareholders returns for 2025, featuring a 5% dividend increase to €1.05 per share and the execution of a buy-back program of at least €1.5 bln.

1 The Q2 outlook was based on the following assumptions for the FY ’25: Brent price at 70 $/bbl (65 $/bbl in Q1 outlook), TTF spot gas price at €40/MWh, SERM refining margin at $4 per bbl, EUR/USD exch. rate at 1.1.

Business segments: operating and financial results

Exploration & Production

Production and prices

Results

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

Strategic developments

Global Gas & LNG Portfolio and Power

Sales and production

Global Gas & LNG Portfolio

Power

Results

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

Strategic developments

Enilive and Plenitude

Enilive

Plenitude

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

Strategic developments

Refining and Chemicals

Production and sales

Refining

Chemicals

Results

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

Strategic developments

Sustainability and other developments

The main achievements of the Group strategy aiming at improving the ESG performance of Eni’s industrial activities have been:

Group results

Net borrowings and cash flow from operations

In the IH ’25, net cash provided by operating activities was €5,902 mln and included €879 mln of dividends received by Eni’s equity-accounted investments, mainly Azule Energy and Vår Energi. The amount of trade receivables discounted as part of non-recourse arrangements with financing institutions was ca. €0.4 bln higher than in the Q4 ’24 as part of the Group ongoing initiatives to optimize working capital requirements.

Adjusted net cash before changes in working capital at replacement cost was €6,189 mln in the IH ’25 (€2,775 mln in the Q2 ’25) and was net of the following items: inventory holding gains or losses relating to oil and products, the reversing of timing difference between gas inventories accounted at weighted average cost and management’s own measure of performance leveraging inventories to optimize margins, the fair value of commodity derivatives lacking the formal criteria to be designated as hedges or prorated on an accrual basis, decommissioning provisions related to the reconversion of uncompetitive plants in the transition scenario or to dismantle loss-making activities.

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

In the IH ’25 organic capex was €3.9 bln (down 5% y-o-y) and excluded the share of capex that will be reimbursed upon closing of ongoing asset disposals. Net of organic capex, the free cash flow ante working capital was about €2.3 bln.

Cash outflows for acquisitions net of divestments were about €0.3 bln. Acquisitions related to the expansion of renewable generation capacity at Plenitude and to the development of the agri-business activity. Other cash flow relating to investing activities included a cash inflow upon a post-closing adjustment of the business combination with Ithaca Energy Plc (€0.12 bln). Financing cashflow includes proceeds from disposals of non-controlling interest in consolidated subsidiaries relating to a 30% investment of private equity fund KKR into Enilive for €3.6 bln and a second investment tranche (2.4%) of the EIP fund into Plenitude (€0.2 bln).

Net borrowings before IFRS 16 in the IH ‘25 decreased by around €2 bln as the adjusted operating cash flow (€6.2 bln) and cash inflow in equity in connection with the divestment of noncontrolling interests at Enilive and Plenitude subsidiaries (€3.8 bln) covered capex requirements of €3.9 bln, dividend payments to Eni’s shareholders and share repurchases of €2.2 bln (€1.5 bln of dividend payments and share repurchases of €0.7 bln), repayment of supplier financing agreements (€0.8 bln), as well as the repayment of lease liabilities and hybrid bond interest (€0.8 bln) and other changes (€0.2 bln).

Eni, following the authorization granted by the Shareholders' Meeting held on May 14, 2025, started a new share buy-back program, to be executed through April 2026, covering up to a total cash outlay of €1.5 bln. This amount may be increased up to a total maximum of €3.5 bln, in case of an upside in the scenario of the cash flow from operations.

As of July 18, 2025, around 32.2 mln shares have been purchased, for a cash outlay of €440 mln.

Summarized Group Balance Sheet

As of June 30, 2025, fixed assets (€80 bln) decreased by €9 bln from December 31, 2024, mainly due to negative exchange rate translation differences (the period-end exchange rate of EUR vs. USD was 1.172, up 13% compared to 1.039 as of December 31, 2024) thus decreasing the euro book values of dollar-denominated assets. In the period, assets held for sale were recognized in connection with the pending disposal of noncontrolling interests in upstream operated assets in Côte d'Ivoire and Congo.

Shareholders’ equity (€53.4 bln) decreased by €2.2 bln from December 31, 2024, mainly due to negative foreign currency translation differences (about €6 bln) reflecting the depreciation of the USD vs. EUR, as well as shareholders remuneration of €2.2 bln (dividend distributions and share buy-back). These reductions were partly offset by net profit for the period (€1.8 bln) and the recognition through retained earnings of the positive difference between the book value of the noncontrolling interest in the subsidiary Enilive divested to a third party and the consideration received (circa €2.7 bln).

Non-controlling interests of €3.7 bln included: i) a minority participating interest acquired by the private equity fund KKR in the share capital of Enilive (€0.9 bln) as well as an increase by EIP fund in the interest in Plenitude to €0.7 bln; ii) a perpetual subordinated hybrid bond (€1.8 bln) issued by a Group subsidiary in 2024, classified as equity since the Group retains an unconditional right to avoid transferring cash or other financial assets to the bondholders.

Net borrowings1F1F² before lease liabilities as of June 30, 2025 of €10.2 bln was down by €2 bln from December 31, 2024. 

Leverage2F2F³ – the ratio of net borrowings to total equity before IFRS 16 – was 19% on June 30, 2025. Considering the disposal transactions underway, particularly the proposed 20% investment by Ares private equity fund into Plenitude, the Group proforma leverage stands at 10%.

² Details on net borrowings are furnished on page 27.

³ 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 18 and subsequent.

Special items

The breakdown of pre-tax special items recorded in operating profit by segment (net charges of €641 mln and €355 mln in IH ’25 and Q2 ’25, respectively) is as follows:

Other information, basis of presentation and disclaimer

This press release on Eni’s results for the second quarter and the first half of 2025 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 and second quarter of 2025, the first half of 2025 and for the second quarter and the first half of 2024. Information on the Company’s financial position relates to end of the periods as of June 30, 2025 and December 31, 2024.

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 2024 Annual Report on Form 20-F filed with the US SEC on April 4, 2025, which investors are urged to read.

The interim consolidated financial report as at June 30, 2025 prepared in accordance with Italian listing standards, subject to a limited review by the external auditors is due to be published in the first week of August.

* * *

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 second quarter and first half of 2025 results (not subject to audit) is also available on Eni’s website eni.com.

Alternative performance indicators (Non-GAAP measures)

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 (Adjusted net cash 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.

Reconciliation tables of Non-GAAP results to the most comparable measures of financial performance determined in accordance to GAAPs

Breakdown of special items

Reconciliation of Group proforma adjusted EBIT

Profit and loss reconciliation GAAP vs Non-GAAP

Analysis of Profit and Loss account items

Sales from operations

Operating expenses

DD&A, impairments, reversals and write-off

Income (expense) from investments

Leverage and net borrowings

Leverage is a measure used by management to assess the Company’s level of indebtedness. It is calculated as a ratio of net borrowings to shareholders’ equity, including non-controlling interest. Management periodically reviews leverage in order to assess the soundness and efficiency of the Group balance sheet in terms of optimal mix between net borrowings and net equity, and to carry out benchmark analysis with industry standards.

Consolidated financial statements

BALANCE SHEET

GROUP PROFIT AND LOSS ACCOUNT

COMPREHENSIVE INCOME (LOSS)

CHANGES IN SHAREHOLDERS’ EQUITY

GROUP CASH FLOW STATEMENT