SEC Form 6-K filed by ENI S.p.A.

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 2026

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.

PRICE SENSITIVE

Eni: results for the first quarter 2026

Navigating market volatility while executing our strategy. 

Raising share buyback

San Donato Milanese, April 24, 2026 - Eni's Board of Directors, chaired by Giuseppe Zafarana, yesterday approved the unaudited consolidated results for the first quarter of 2026. Eni CEO Claudio Descalzi said:

“Despite the challenges of volatile energy markets we remain focused on disciplined and consistent execution of our strategy to deliver to the market and our customers reliable, affordable and lower carbon energy. Our financial performance and strength, evident in our 1Q results, is key in supporting our continuing investment in our geographically diversified energy portfolio. In E&P we delivered outstanding production growth. We also continued to add further value to the portfolio thanks to exceptional exploration success and the progression of our project developments. The JV with Petronas in SE Asia, set to be launched shortly, will drive a new phase of growth and value generation in a key geography. Our transition satellites are leveraging strength of their integrated business model to generate recurring earnings, while pursuing meaningful self-funded growth. Enilive is building 2 MTPA of new biorefining capacity, including the two recent FID projects of Sannazzaro and Priolo. Plenitude is ramping up renewable generation assets and thanks to the acquisition of Acea Energia has hit 11 mln clients. Our plan to demerge the company ensures it is positioned to invest and grow in the most self-funded and efficient fashion. Looking forward, thanks to our high-quality and diversified asset portfolio, providing us with significant flexibility, E&P low breakeven prices and resilient financial structure, with gearing at historic lows, we are uniquely positioned to capture scenario improvements and to share expected upside with shareholders. Our new cash flow guidance of €13.8 bln at a revised scenario for the FY ’26 reflects this and will translate into an expanded buyback program of €2.8 bln, almost a 90% increase vs the original plan.”

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 22.

(c) Attributable to Eni's shareholders.

(d) Net of expenditures relating to business combinations, purchase of minority interests and other non-organic items, also excludes the share of capex of sanctioned joint operators funded by Eni.

Outlook 2026

Eni is backing its outlook of sustained operational growth and cash flow generation, with material upside participation for shareholders.

Specifically our segmental guidance is providing:

On the financial side, we expect:

Shareholders’ returns:

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

Results

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

Transition Businesses

Enilive

Strategic developments

Plenitude

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

Strategic developments

Refining, Chemicals and Sites in transformation

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 Eni’s ESG performance have been:

Group results

The refining business reported improved results, albeit at loss (a loss of €0.05 bln vs a loss of €0.09 bln in the year-ago quarter) as higher product crack spreads were partly offset by lower plant availability. Versalis’ chemicals business started showing progress thanks to an ongoing restructuring and last year’s plant closures and managed to cut losses by 35% y-o-y. 

Net borrowings and cash flow from operations

In IQ ’26, net cash provided by operating activities was €1,427 mln and included €290 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. €1.1 bln higher than in the IVQ ‘25 as part of the Group initiatives to optimize working capital requirements.

Adjusted net cash before changes in working capital at replacement cost was €2,878 mln in IQ ’26 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.

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 IQ ’26 organic capex was €1.9 bln (down 1% y-o-y) and excluded the share of capex that was already reimbursed or is expected to be reimbursed upon closing of ongoing asset disposals, which have been used to net disposals of the period or reclassified in other cash flows related to investing activities. Organic capex also excluded the share of capex pertaining to sanctioned joint operators, which was funded by Eni. Net of organic capex, the free cash flow ante working capital was about €1 bln.

Net borrowings before IFRS 16 in IQ ‘26 increased by around €1.32 bln. The main inflows comprised the adjusted operating cash flow (€2.88 bln) and the issuance of a hybrid bond (€0.99 bln) which were utilized to fund cash outflows comprising adjusted working capital needs (€1.45 bln), organic capex (€1.87 bln), dividend payments to Eni’s shareholders and share repurchases of €1.08 bln (€0.79 bln relating to the third tranche of 2025 dividend and share repurchases of €0.29 bln), the repayment of lease liabilities and hybrid bond interest (€0.4 bln), as well as other changes of €0.39 bln.

As of February 18, 2026, the buyback program of €1.8 bln, was completed, corresponding to a total 119 mln shares repurchased.

Summarized Group Balance Sheet

As of March 31, 2026, fixed assets (€70 bln) decreased by approximately €7 bln from December 31, 2025, mainly due to the reclassification of Plenitude as discontinued operations in connection with the proposed demerger. Capital expenditure for the period were offset by DD&A. Positive exchange rate translation differences (the period-end exchange rate of EUR vs. USD was 1.150 down by 2.2% compared to 1.176 as of December 31, 2025) increased the euro reported amounts of dollar-denominated assets for €1 bln.

Net working capital amount was flat y-o-y at around €14.3 bln. Increased balance between trade receivables and trade payables (€0.2 bln) was offset by fair value changes of derivative instruments.

Discontinued operations and asset held for sale included the Plenitude group (€9.3 bln), the business combination of Eni’s oil&gas assets in Indonesia with Petronas’ properties (€2.9 bln) and other held-for-sale E&P properties (€3.4 bln).

Eni’s shareholders equity (€49.2 bln) increased by €1.3 bln from December 31, 2025, mainly due to net profit for the period (€1.1 bln), positive foreign currency translation differences (€1.1 bln), partly offset by shareholders remuneration of approximately €1.1 bln (third tranche of 2025 dividend and share buyback).

Non-controlling interests of €5.1 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 the EIP and Ares fund’s interest in Plenitude of €2 bln; ii) a perpetual subordinated hybrid bond (€1.7 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 borrowings¹ before lease liabilities as of March 31, 2026 of €10.8 bln was up by approximately €1.3 bln from December 31, 2025.  Gearing² – the ratio of net borrowings to net capital employed before lease liabilities– was 17% on March 31, 2026. Considering the disposal transactions underway, the Group proforma gearing stands at 15%.

1 Details on net borrowings are furnished on page 25.

2 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 €679 mln) is as follows:

Other information, basis of presentation and disclaimer

This press release on Eni’s results for the first quarter 2026 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 2026 and first and fourth quarter of 2025 comparative period. Information on the Company’s financial position relates to end of the periods as of March 31, 2026 and December 31, 2025.

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 2025 Annual Report on Form 20-F filed with the US SEC on March 23, 2026, which investors are urged to read.

The Annual Report on Form 20-F 2025 is published on Eni’s website (eni.com) in the “Publications” section.

Shareholders can request a hard copy of Eni’s Annual Report on Form 20-F 2025, free of charge, by emailing a request to [email protected] or to [email protected].

Following Eni’s Board of Directors decision to reorganize the shareholding structure of Eni’s subsidiary Plenitude with a view to derecognizing the subsidiary and its controlled entities, from 1Q 2026, Plenitude has been accounted for as discontinued operation ex IFRS 5 in the Group consolidated statutory accounts because it represents a major business line. This means that Plenitude results after elimination of intercompany transactions are condensed in a single item of the Group statutory consolidated profit and loss account and reported separately from the results of continuing operations. Since intercompany eliminations continue to work due to the fact that Plenitude remains fully consolidated as of March 31, 2026, results of both continuing and discontinued operations are not necessarily representative of results as standalone entities. Same considerations apply to the preparation of the Group statement of cash flows. Comparative periods have been represented accordingly. In the statement of financial position, the accounting of Plenitude does not differ from that of held-for-sale assets. The discontinued results of Plenitude and its controlled entities are assuming that DD&A charges no longer accrue from the month of March 2026 onwards.

Non-GAAP financial measures throughout this press release relating to Plenitude represent the entity on a standalone basis in line with prior periods segment information. For a representation of Plenitude as a discontinued operation see the “Profit and loss account” on page 27.

* * *

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

[email protected]

[email protected]

[email protected]

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 2026 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.

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. Gearing ex-IFRS 16 is calculated by excluding lease liabilities and right-of-use assets from numerator and denominator, respectively.

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