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 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: April 24, 2025

Eni: results for the first quarter 2025

San Donato Milanese, April 24, 2025 - Eni's Board of Directors, chaired by Giuseppe Zafarana, yesterday approved the unaudited consolidated results for the first quarter 2025. Eni CEO Claudio Descalzi said:

“Our solid results in Q1 reflect our continued focus on our strategy, despite the uncertain macro-economic backdrop.  We remain financially disciplined and resolute on leveraging our competitive advantages built on exploration, proprietary technologies, and innovative business models, to deliver transformation and generate value for our shareholders.  

Our outstanding exploration success continues to drive new business opportunities and value. A new financially independent upstream satellite will be created through our JV with Petronas to monetize the vast potential of our discoveries off Indonesia. Additionally, the Dual Model approach has been applied in the farm-out agreements with Vitol ahead of the monetization of our flagship Baleine and Congo FLNG projects, which are expected to generate proceeds of $2.7 bln. Our strategy of growing and creating value through our transition-related satellites is gaining momentum. Enilive and Plenitude closed additional investments and the creation of a satellite for the CCUS business is underway. 

We delivered €3.7 bln of proforma adjusted EBIT, €1.4 bln of adjusted net profit and €3.4 bln of adjusted cash flow covering our gross capex of €1.9 bln and shareholders distribution. These results combined with the proceeds from our portfolio management enabled us to reduce proforma leverage to the historical level of 0.12.

Looking ahead we are well positioned to navigate the current downturn. Thanks to our high-quality, high-graded asset portfolio that provides us with significant flexibility, low cash breakeven and resilient financial structures, ensuring disciplined capital allocation and self-funded growth, we are able to optimize our spending and cash plans. As a result, we have identified over €2 bln of mitigating actions, equivalent to around 15 $/bbl of oil price sensitivity effect, and we are able to confirm our 2025 distribution policy within the context of a highly robust financial structure.”

Key operating and financial results

Outlook 2025

In response to macro headwinds and uncertainty around trade tariffs, the Company is optimizing its 2025 spending plan and will employ its portfolio optionality. Mitigating actions around capex, portfolio, costs and other cash initiatives are expected to offset over €2 bln of negative scenario effects.

Shareholders return, subject to approval at the Annual General Meeting (AGM) scheduled on May 14, 2025: 5% increase in FY ’25 dividend to €1.05 per share; commencement of buyback programme of €1.5 bln.

The AGM scheduled on May 14, 2025, is due to resolve a dividend of €1.05 per share for fiscal year ’25 to be paid in four tranches, and to renew the authorization for the buy-back program.

Robust balance sheet and leverage expected to be in Plan stated range.

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

Thermoelectric production amounted to 5.41 TWh in Q1 ’25, up by 7% with a higher plant utilization rate mainly due to a better power scenario.

Results

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

Enilive and Plenitude

Enilive

Proforma adjusted EBITDA amounted to €172 mln, down by 33% vs Q1 ’24 (€256 mln).

Strategic developments

Plenitude

Proforma adjusted EBITDA amounted to €358 mln, up by 3% vs Q1 ’24.

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

Higher losses q-o-q are linked to de-optimised yields linked to the FCC (fluid catalytic cracking) upset in Sannazzaro, maintenance in Taranto and deterioration in crude spreads.

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

Strategic developments

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

Net borrowings and cash flow from operations

Net cash provided by operating activities in the Q1 ’25 was €2,385 mln and included €367 mln of dividends received by Eni’s equity-accounted investments, mainly Azule Energy, Vår Energi and ADNOC R&GT. In the Q1 ’25, the amount of trade receivables discounted as part of non-recourse arrangements with financing institutions was higher than in the fourth quarter 2024 by about €500 mln.

Adjusted net cash before changes in working capital at replacement cost was €3,414 mln 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 and other items.

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 Q1 ’25 organic capex was €1.9 bln (down 5.3% y-o-y). Net of organic capex, the free cash flow ante working capital was about €1.5 bln.

Cash inflows for divestments net of acquisitions were about €0.2 bln. Acquisitions related to the expansion of renewable generation capacity at Plenitude and to the development of agri-business activity. Other cash flow relating to investing activities included a cash inflow upon post-closing adjustments 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 25% investment of private equity fund KKR into Enilive for €2.97 bln.

Net borrowings before IFRS 16 in the quarter decreased by around €1.8 bln as the main cash inflows of adjusted operating cash flow (€3.4 bln) and net cash inflow in equity (€3.2 bln), which related to a 25% investment of private equity fund KKR into Enilive and a second transaction between the EIP fund and Plenitude, covered adjusted working capital needs (around €0.9 bln), capex requirements of €1.8 bln, dividend payments to Eni’s shareholders and share repurchases of €1.2 bln (€0.4 bln of share repurchases and €0.8 bln of dividends relating to the third tranche of the 2024 dividend), recognition of supplier financing agreements (€0.4 bln), as well as the payment of lease liabilities and hybrid bond interest (€0.4 bln).

As of February 20, 2025, the buyback program of €2 bln was completed, corresponding to a total 144 mln shares repurchased.

In January 2025, the parent company Eni SpA successfully issued a new perpetual hybrid bond to refinance an outstanding perpetual hybrid bond worth €1.5 bln, with the first call date in October 2025. At the end of the offer period, the amount accepted by Eni for the repurchase of the hybrid bond was about €1.25 bln, equivalent to approximately 83% of the nominal amount.

Summarized Group Balance Sheet

As of March 31, 2025, fixed assets (€84 bln) decreased by €5 bln from December 31, 2024, due to the classification as assets held for sale of interests in the upstream operated assets in Cote d'Ivoire and Congo, following the farm-out signed with Vitol, as well as negative exchange rate translation differences (the period-end exchange rate of EUR vs. USD was 1.082, up 4% compared to 1.039 as of December 31, 2024) thus decreasing the euro book values of dollar-denominated assets.

Shareholders’ equity (€57.3 bln) increased by €1.6 bln from December 31, 2024, due to the net profit for the year (€1.2 bln), and the equity transactions regarding the Enilive and Plenitude subsidiaries (an addition of about €3.2 bln), partly offset by negative foreign currency translation differences (about €2.1 bln) reflecting the depreciation of the USD vs. EUR, and shareholders remuneration of €1.1 bln (dividend distribution and share buy-backs).

Non-controlling interests of €3.7 bln included: i) a minority participating interest acquired by private equity funds in the share capital of Enilive (€0.7 bln) in the quarter as well as an increase 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 borrowings1F1F¹ before lease liabilities as of March 31, 2025, amounted to €10.3 bln, down by €1.8 bln from December 31, 2024. 

Leverage2F2F² – the ratio of net borrowings to total equity before IFRS 16 – was 0.18 on March 31, 2025. Considering the incoming cash-ins of the Vitol investment in the upstream projects, the further interest acquired by KKR in Enilive that closed in early April and other minor agreed transactions, the Group proforma leverage stands at 12%.

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 €286 mln) is as follows:

Other information, basis of presentation and disclaimer

This press release on Eni’s results for the first quarter 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 quarter of 2025 and first and fourth quarter of 2024 comparative period. Information on the Company’s financial position relates to end of the periods as of March 31, 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.

* * *

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 of 2025 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.

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