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6-K

Eni Spa (E)

6-K 2025-10-29 For: 2025-10-24
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Added on July 04, 2026

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 6-K

Reportof Foreign Issuer

Pursuant to Rule 13a-16 or 15d-16 of

the Securities Exchange Act of 1934

For the month of October 2025



Eni S.p.A.

(Exact name of Registrant as specified in its charter)

Piazzale Enrico Mattei 1 - 00144Rome, 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): _____)

Tableof contents

· Eni’s Board of Directors - Approval of the second tranche of the provision in place of 2025 dividend: € 0.26 per share
· Eni: results for the third quarter and nine months of 2025

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.

Eni S.p.A.
/s/<br> Paola Mariani
Name: Paola Mariani
Title: Head of Corporate
Secretary’s Staff Office
Date: October 24, 2025

Eni’s Board of Directors


Approval of the second tranche of the provisionin place of 2025 dividend: € 0.26 per share

Rome, 23 October 2025 – Eni’s Board of Directors, chaired by Giuseppe Zafarana, today resolved to distribute to Shareholders the second of the four tranches of the provision in place of the 2025 dividend^1^ 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 24 November 2025^2^, payable on 26 November 2025^3^, as resolved by the Shareholders’ Meeting of 14 May 2025.

Holders of ADRs, outstanding at the record date of 25 November 2025, will receive € 0.52 per ADR, payable on 5 December 2025^4^, 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

[email protected]

[email protected]

[email protected]

Website: www.eni.com

^1^ Coupon No. 52.

^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 25 November 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 third quarterand nine months of 2025

· Strong execution within a clear strategic framework<br>delivered excellent 3Q ‘25 performance combining top line growth and focused cost efficiencies. As a result, Eni is again revising<br>upwards its FY outlook for cash generation despite an unsupportive commodity and currency scenario.
· The FY25 share buyback is raised by €0.3<br>bln, 20% higher, to €1.8 bln, taking into account the healthy financial position with proforma leverage remaining around historic<br>lows, benefiting from an expected €4 bln in cash initiatives, 30% higher than previously targeted.
· This has been a notable quarter for our industry<br>leading Upstream, which included:
o reported 6% y-o-y production growth as 2024 valorization effects began to roll-off;
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o reached the FID to develop the Coral North FLNG project off Mozambique;
o closed the sale of a 30% stake in Baleine oilfield offshore Côte d’Ivoire;
o made significant progress towards our fourth and largest E&P satellite built around Indonesian portfolio<br>and focused on Asian LNG, on track to be finalized by 2025 YE in combination with Petronas.
· The development of our transition related strategy<br>continues alongside our traditional businesses:
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o we began actions to upgrade the hubs of Brindisi, Sannazzaro and Priolo;
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o we are nearing completion of a 20% investment by Ares Fund in Plenitude for €2 bln;
o a new satellite is being set up with GIP to enhance and unlock value from our CCUS business.

Rome, October 24, 2025 - Eni's Board of Directors, chaired by Giuseppe Zafarana, yesterday approved the unaudited consolidated results for the third quarter and nine months of 2025. Eni CEO Claudio Descalzi said:

“In the third quarter all the main operationaland economic and financial metrics exceeded expectations. Strong production growth to 1.76 mln barrels/day (+6% compared to last year)allows us to raise our annual guidance towards 1.72 mln barrels/day, confirming the acceleration trend continuing in the coming monthsthanks to the new fields under development in Congo, UAE, Qatar and Libya, and the start of the business combination in Indonesia andMalaysia which will create one of the main players on the LNG market in the Asian continent. The enhancement of our portfolio continueswith the completion of the sale of 30% of the Baleine field in Côte d’Ivoire, according to the well-established dual explorationmodel, and with the progress of the process of selling 20% of the share of Plenitude to the Ares fund, for which all the conditions precedenthave been completed. In the last two years with Enilive and Plenitude valorization we cashed in around €6.5 bln. The execution ofthe transition strategy also proceeds in line with plan: the upgrade of the Sannazzaro hub and the conversion of Priolo mark new biorefiningdevelopment projects and contribute to the transformation of our downstream; at the same time, Plenitude has reached 4.8 GW of installedrenewable capacity, in line with the target of 5.5 GW by the end of the year. In addition, the partnership with GIP has been launchedto maximize the growth potential of the CCUS business in our portfolio. In a context of weaker oil prices and a strengthening euro, theeconomic and financial performance confirms the effectiveness of our strategy and satellite model, which allows us to ensure acceleratedgrowth and stable dividends. Proforma EBIT was robust at €3 bln, while net profit at €1.2 bln was +20% higher than expectations.Equally significant was the cash performance with a CFFO of €3.3 bln. Proforma leverage stands at 12%, a level that remains at ourhistoric lows, and with a year-end outlook of 15-18%. Against the backdrop of weaker prices, we are the only company in the peer groupthat, thanks to the increase in operating cash estimates and stronger results, is able to increase distribution with a larger buybackof €300 mln to €1.8 bln, reducing at the same time net borrowings. Essentially, Q3 represents all the major elements of ourdistinctive strategy in action in one place: we are competitively growing our key businesses; we are launching new projects while alsosecuring further opportunities through our industry-leading exploration and technological know-how in the upstream; and opening up newopportunities in the Transition. Meanwhile we are managing risk/reward - realizing value through our Dual Exploration and Satellite strategiesallowing us to bring down debt and share upside with shareholders.”

Key operating and financialresults

Q2 **** Q3 Nine months
2025 2025 2024 % Ch. 2025 2024 % Ch.
1,668 Hydrocarbon production kboe/d 1,756 1,661 6 1,691 1,704 (1)
4.5 Installed capacity from renewables at period end GW 4.8 3.1 55 4.8 3.1 55
2,681 Proforma adjusted EBIT ^(a)^ €<br> million 2,996 3,400 (12) 9,358 11,623 (19)
1,889 subsidiaries 2,073 2,442 (15) 6,562 8,654 (24)
792 main JV/Associates ^(b)^ 923 958 (4) 2,796 2,969 (6)
Proforma adjusted EBIT (by segment) ^(a)^
2,422 E&P 2,638 3,259 (19) 8,368 10,242 (18)
387 Global Gas & LNG Portfolio (GGP) and Power 346 286 21 1,206 995 21
262 Enilive and Plenitude 331 306 8 929 1,010 (8)
(193) Refining and Chemicals (53) (192) 72 (580) (438) (32)
(197) Corporate, other activities and consolidation adjustments (266) (259) (565) (186)
2,200 Adjusted net profit before taxes ^(a)^ 2,273 2,656 (14) 7,222 9,200 (22)
1,134 Adjusted net profit (loss) ^(a)(c)^ 1,247 1,271 (2) 3,793 4,372 (13)
543 Net<br> profit (loss) ^(c)^ 803 522 54 2,518 2,394 5
2,775 Cash flow from operations before changes in working capital at replacement cost ^(a)^ 3,297 2,898 14 9,486 10,701 (11)
3,517 Net<br> cash from operations 3,078 2,997 3 8,980 9,472 (5)
2,029 Organic capital expenditure ^(d)^ 1,990 1,995 (0) 5,904 6,111 (3)
10,198 Net<br> borrowings before lease liabilities ex IFRS 16 9,931 11,627 (15) 9,931 11,627 (15)
53,405 Shareholders'<br> equity including non-controlling interest 52,966 53,478 (1) 52,966 53,478 (1)
0.19 Leverage before lease liabilities ex IFRS 16 0.19 0.22 0.19 0.22
(a) Non-GAAP measures. For further information see<br> the paragraph "Non-GAAP measures" on pages 18 and subsequent.
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(b) The main JV/associates are listed in the "Reconciliation<br> of Group proforma adjusted EBIT" on page 24.
(c) Attributable to Eni's shareholders.
(d) Net<br> of expenditures relating to business combinations, purchase of minority interests and other non-organic items.
1

Strategic and financial highlights

Accretive oil&gas production growth andexcellent base performance underpinned strong E&P results in 3Q ‘25.

· 3Q ‘25 oil&gas production<br>growth rose significantly, up 6% y-o-y and 5% sequentially to 1.76 mln boe/d, thanks to accelerated and smooth start-ups and ramp-ups,<br>strong operational continuity and optimized turnaround activity.
· FID to develop the major Coral<br>North FLNG project offshore Mozambique was reached. Completion is expected in just three years, leveraging our fast-track approach and<br>successful experience on Coral South, to bring on the market 3.6 MTPA of production capacity.
· The sail away of the Nguya FLNG<br>marks a decisive step towards the start of Ph. 2 of the Congo LNG project, expected by 2025 YE with a target plateau of 3 MTPA, from the<br>current 0.6 MTPA.
· The quarter was especially notable<br>for the contribution coming from our upstream satellites. Azule Energy, our 50%-owned satellite in Angola, began production at the operated<br>Agogo West Hub project, 10 months ahead of schedule. First gas at the operated NGC project is also imminent. Meanwhile Vår Energi,<br>our 63%-owned satellite in Norway, reached 400 kboe/d in 3Q ‘25, a quarter ahead of schedule, benefiting from the fast ramp-ups<br>at Johan Castberg and the operated Balder X fields. Our UK-focused satellite, Ithaca Energy (Eni 36%), has almost doubled its share<br>price since its inception, and raised production guidance via value accretive bolt on acquisitions and top tier operational performance.
· A fourth upstream satellite, our<br>largest to date, combining Eni's and Petronas' activities in Indonesia/Malaysia, is on track to be finalized by 2025 YE. It represents<br>significant value creation and growth potential, with a particular focus on Asian LNG markets.
· Eni and YPF have signed an agreement<br>on the next required steps to reach final investment decision in the large-scale integrated upstream/midstream Argentina LNG project developing<br>the vast Vaca Muerta resources, entailing a phased approach to export up to 30 mln tons/y of LNG in the long-term.

Significant growth ahead for our transition-related satellites; progressingthe transformation of Versalis

· With the regulatory approval of<br>the reconversion plan of the Sannazzaro hub, Eni and Enilive are currently engaged in four ongoing projects (in Livorno and in South Korea/Malaysia)<br>to materially expand biofuels manufacturing capacity.
· Plenitude's installed renewable<br>capacity has reached 4.8 GW and is on track to achieve the year-end target of 5.5 GW. The customer base will also be enlarged and strengthened<br>through the pending acquisition of Acea Energia.
· As a result of Versalis cracking<br>plant closure in Brindisi, started the process to convert the site into a static battery manufacturing in JV with Seri Industrial. Started<br>also a project to convert the Priolo hub to the production of biofuels and recycled plastics.

Dual Exploration model and aligned investmentinto our transition-related satellites catalyzes value generation

· Closed the divestment of 30% of<br>the Baleine oilfield off Côte d’Ivoire, with proceeds of €1 bln.
· Agreed the creation of a JV satellite<br>with GIP to develop and valorize our CCUS business.
· Progressed to near completion<br>a 20% investment by Ares Fund into Plenitude for €2 bln.

Growth and cost and financial discipline mitigateda weaker scenario driving excellent 3Q ‘25 financial results, attractive shareholder returns and maintaining a strong balance sheetposition

· 3Q<br> ‘25 Group proforma adjusted EBIT was robust at €3 bln, despite a 14% decline in<br> crude oil prices and a 6% appreciation in the EUR/USD rate y-o-y, with these negative impacts<br> partly offset by volume growth and cost efficiencies. The Group reported an adjusted net<br> profit of €1.2 bln, with a Group tax rate of 42%.
- E&P generated<br> €2.64 bln of proforma adjusted EBIT (down 19% y-o-y, but up about 9% sequentially),<br> with positive effects from production growth and self-help initiatives offsetting lower crude<br> realizations and currency headwinds.
- GGP and Power<br> reported proforma adjusted EBIT of €0.35 bln (up 21% y-o-y) driven by continued value<br> maximization from gas portfolio optimization.
- Enilive generated<br> €0.23 bln of proforma adjusted EBIT (€0.32 bln EBITDA), 35% higher than 3Q ’24,<br> driven by recovery in bio-margins. Plenitude reported a proforma adjusted EBIT of €0.10<br> bln (€0.22 bln EBITDA), lower than the quarter 2024.
- Refining reverted<br> to profit (€0.14 bln vs breakeven in the comparative quarters) due to improved product<br> crack spreads and higher plant utilization rates. The Chemical business reported a loss of<br> €0.19 bln, impacted by the prolonged downturn in the European sector but beginning to<br> show some improvement through the early effects of the restructuring plan.
- Adjusted cash<br> flow before working capital was €3.3 bln, well above gross capex of €2 bln, and<br> was 14% higher y-o-y despite the challenging scenario. The resulting organic free cash flow<br> of €1.3 bln was helped by cash-ins due to several initiatives addressing working capital<br> with overall cash initiatives having delivered a €2.1 bln benefit, year-to-date. Together<br> with proceeds from the portfolio management of around €1.1 bln, mainly relating to the<br> sale of a 30% stake in the Baleine asset plus other non-strategic fields in Congo, this funded<br> €1.3 bln of cash returns to shareholders, comprising the first instalment of the 2025<br> dividend for €0.78 bln and share repurchases of €0.56 bln as part of the 2025 buy-back<br> program. Net borrowings declined to €9.9 bln from June 30, 2025. This left leverage<br> at 19%, and incorporating agreed but not completed portfolio transactions, proforma leverage<br> at quarter-end was 12%.
2

Outlook 2025

Eni is raising its 2025 share buy-back commitmentby €0.3 bln to €1.8 bln thanks to outstanding strategic progress and an improved FY ‘25 CFFO outlook, which we are upgradingfor the second time this year despite the headwinds of lower commodity prices and a weaker USD.

Specifically on our financial and operating guidance we are:

• Raising the Group’s expected CFFO before working capital adjustments to €12 bln from the previous €11.5 bln, under our latest scenario^1^. This represents a €1.3 bln underlying improvement on the original Plan guidance.

• Raising our expected oil and gas production guidance for 2025 to a 1.71-1.72 mln boe/d range, implying a Q4 level of around 1.8 mln boe/d.

• Raising guidance on GGP’s proforma adjusted EBIT to above €1 bln thanks to better portfolio optimizations.

• Raising to around €4 bln from the previous €3 bln the cash initiatives and other self-help measures aimed at mitigating the scenario effects.

In addition, we:

• Confirm FY gross capex expected below €8.5 bln, down from an initial guidance of below €9 bln; net capex is seen below €5 bln from an initial guidance of €6.5-7 bln.

• Confirm Enilive and Plenitude outlook: FY proforma adjusted EBITDA respectively of around €1 bln and above €1.1 bln;

• Project end of year installed renewable capacity at 5.5 GW (Plenitude @100%); biorefinery capacity at 1.65 MTPA plus 1 MTPA under construction.

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

• Proforma leverage at year-end expected in a 0.15 - 0.18 range.

Raising shareholders returns for 2025 comparedto the original plan, featuring now the execution of a buy-back program of at least €1.8 bln a 20% increase over the CMU guidance,on top of an already announced 5% dividend increase to €1.05 per share for FY 25.

• The second tranche of the 2025 dividend of €0.26 per share is set to be paid on November 26, 2025 (record date November 25).

^1^ 3Q ‘25 outlook was based on the following assumptions for the FY ’25: Brent price at 70 $/bbl (same as in 2Q outlook), TTF spot gas price at €36/MWh, SERM refining margin at 5.8 $/bbl (higher than the 2Q assumption of 4 $/bbl), EUR/USD exch. rate at 1.13, worse than the previous outlook at 1.1.

3
Business<br> segments: operating and financial results

Exploration & Production

Production and prices

Q2 Q3 Nine months
2025 2025 2024 % Ch. 2025 2024 % Ch.
67.82 Brent<br> dated $/bbl 69.07 80.18 (14) 70.85 82.79 (14)
1.134 Average<br> / exchange rate 1.168 1.098 6 1.119 1.087 3
1,668 Hydrocarbons production kboe/d 1,756 1,661 6 1,691 1,704 (1)
825 Liquids kbbl/d 860 775 11 824 783 5
4,415 Natural gas mmcf/d 4,687 4,638 2 4,535 4,821 (7)
50.81 Average realizations ^(a)^ $/boe 52.07 55.95 (7) 52.68 55.74 (5)
62.77 Liquids $/bbl 64.00 73.88 (13) 65.43 75.27 (13)
7.14 Natural gas $/kcf 7.40 7.34 1 7.37 7.21 2

All values are in US Dollars.

(a) Prices<br> related to consolidated subsidiaries.
In<br> Q3 ’25, hydrocarbon production averaged 1.76 mln boe/d, up by 6% compared to<br> the previous year (1.69 mln boe/d in the nine months ’25, down by 1%). Excellent project<br> development performance drove production ramp-ups in Côte d'Ivoire, Congo, Mexico.<br> These were supplemented by project start-ups at our satellites in Angola/Norway and supported<br> by strong operational continuity and optimized turnaround activity in our base. Offsetting<br> these effects were mature fields declines and high-grading asset divestments closed in 2024<br> in Nigeria, Alaska, and Congo. Underlying year-on-year production growth was 8.5%. Sequentially,<br> hydrocarbon production increased by 5% compared to Q2 ‘25 thanks to the ramp-ups of<br> organic projects in Norway, Indonesia, Mexico and Angola.
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Liquids production was 860 kbbl/d in Q3 ’25, up by 11% compared to Q3 ’24 (824 kbbl/d<br> in the nine months ’25, up by 5%). The organic growth in Côte d'Ivoire due to<br> the start of Baleine Phase 2, Mexico and Norway were offset by divestments and mature fields<br> declines.
Natural gas production was 4,687 mmcf/d, up by 2% compared to Q3 ’24 (4,535 mmcf/d in the<br> nine months ’25, down 7%). Organic growth in Congo (Marine XII), Italy (ramp-up<br> of Argo/Cassiopea) and Indonesia (Merakes East) as well as at our satellites in Angola/Norway<br> was partly offset by the divestments and mature fields decline.

Results

Q2 Q3 Nine months
2025 (€<br> million) 2025 2024 % Ch. 2025 2024 % Ch.
4,701 Upstream<br> turnover 4,616 5,703 (19) 14,723 17,637 (17)
2,422 Proforma adjusted EBIT 2,638 3,259 (19) 8,368 10,242 (18)
763 of which: main JV/Associates 838 933 (10) 2,679 2,818 (5)
1,495 Operating<br> profit (loss) of subsidiaries 1,670 2,264 (26) 5,116 6,009 (15)
164 Exclusion<br> of special items 130 62 573 1,415
1,659 Adjusted operating profit (loss) of subsidiaries 1,800 2,326 (23) 5,689 7,424 (23)
1,957 Adjusted profit (loss) before taxes 2,015 2,552 (21) 6,428 8,028 (20)
45.9 tax rate (%) 41.7 49.6 44.8 52.8
1,059 Adjusted net profit (loss) 1,175 1,286 (9) 3,547 3,791 (6)
42 Exploration expenses: 45 113 (60) 131 299 (56)
42 prospecting, geological and geophysical expenses 36 54 (33) 122 135 (10)
write-off of unsuccessful wells 9 59 (85) 9 164 (95)
1,336 Capital expenditure 1,535 1,384 11 4,310 4,270 1
Q2 Q3 Nine months
--- --- --- --- --- --- --- --- ---
2025 Main JV/Associates 2025 2024 % Ch. 2025 2024 % Ch.
763 Adjusted operating profit (Eni's share) (€ million) **** 838 933 (10) 2,679 2,818 (5)
412 of which: Vår Energi 479 602 (20) 1,488 1,794 (17)
218 Azule 204 247 (17) 654 818 (20)
167 Adjusted net profit 299 279 7 794 833 (5)
330 Total dividends 306 91 .. 903 857 5
432 Hydrocarbon production (kboe/d)**** 493 380 30 452 388 16
In<br> Q3 ’25, Exploration & Production reported a proforma adjusted EBIT of €2,638<br> mln, down by 19% vs. Q3 ’24 due to lower liquids realizations affected by a decrease<br> in crude oil prices in USD (the Brent marker was down by 14%) as well as the appreciation<br> of the EUR/USD exchange rate (up by 6%) which reduced the operating profits of dollar-denominated<br> subsidiaries. These decreases were partly offset by production growth, positive mix effects<br> due to higher contribution of
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4

low breakeven projects following portfolio rationalization and self-help initiatives. In the nine months ’25, proforma adjusted EBIT was €8,368 mln, down 18% compared to the nine months ’24, due to the same drivers as for the Q3.

In<br> Q3 ’25, the segment reported an adjusted net profit of €1,175 mln, decreasing<br> by 9% compared to Q3 ’24 and includes the contribution from JVs and associates, in<br> particular Vår Energi, Azule Energy and Ithaca Energy. Adjusted net profit was €3,547<br> mln in the nine months ’25, a decrease of 6% y-o-y.
In<br> Q3 ’25 the tax rate was around 42% (45% in the nine months ’25) decreasing by<br> approximately 8 percentage points compared to the comparative periods of 2024 mainly driven<br> by a more favorable geographical mix of pretax profit.
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For the disclosure on business segment special charges, see “Special items” in the Group results section.

Strategic developments

In<br> 2025-to-date, resource additions from exploration activity total about 800 mln boe, extending<br> a more than 10 year run of organic replacement of production. We have made high-impact and<br> near field discoveries in several geographies. In April, Eni’s jointly participated<br> Azule Energy (Eni 50%) confirmed a significant discovery at the Capricornus 1-X well, in<br> Namibia's Orange basin, performing a successful production test across a light oil-bearing<br> reservoir, followed in September by a further rich gas and condensate discovery at the<br> Volans-1X well. Azule Energy also announced a discovery on Angola’s first dedicated<br> gas exploration well, Gajajeira-01. In 2025 near field discoveries were successfully tested<br> in the UK (through Eni’s 36% owned associate Ithaca Energy) or made in Norway (via<br> Eni’s 63% owned associate Vår Energi) and in Côte d'Ivoire. In Q4 ’25<br> significant exploration activities are expected, most notably in Angola, Côte d'Ivoire,<br> Libya and Indonesia.
In<br> July, Eni signed a petroleum contract with Sonatrach for the exploration and development<br> of the Zemoul El Kbar area. The contract, with a duration of 30 years, covers a development<br> and exploration area of about 4,200 sq Km and includes neighboring assets previously under<br> separate contracts. This new agreement follows the recent award, in the context of 2024 Algeria<br> Bid Round, of the Reggane II block to Eni in partnership with PTTEP.
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In<br> August, production started at the Agogo Integrated West Hub project, operated by the JV Azule<br> Energy in block 15/06, offshore Angola. Agogo IWH involves the development of two fields,<br> Agogo and Ndungu, with combined reserves of approximately 450 mln barrels and an expected<br> production plateau of 180 kboe/d.
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In<br> August, the Nguya floating liquefied natural gas (FLNG) unit sailed away, and it is set to<br> significantly boost LNG production as part of Phase 2 of the Congo LNG project in the Marine<br> XII concession, offshore the Republic of Congo. The FLNG was designed and built in only 33<br> months, from contract award to sail away, setting a record for time-to-market in the entire<br> sector and will increase production capacity to 3 MTPA of LNG (from current 0.6 MTPA).
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In<br> September, Eni and its Offshore Cape Three Points (OCTP) project partners, Vitol and the<br> Ghana National Petroleum Corporation (GNPC), signed a Memorandum of Intent with the Government<br> of Ghana, finalized to the country’s oil and gas production increase and new sustainable<br> initiatives. The collaboration focuses also on the evaluation of exploration activities and<br> the new potential development of the Eban-Akoma field in the Cape Three Points Block 4.
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In<br> September, Eni finalized the sale of a 30% stake in the Baleine project in Côte d’Ivoire,<br> to Vitol. The Baleine project is the country’s main offshore development and is owned<br> by Eni (47.25%), Vitol (30%) and Petroci (22.75%). The transaction is in line with Eni's<br> strategy of optimizing its upstream portfolio by accelerating the monetization of exploration<br> discoveries through the divestment of equity stakes.
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In<br> October, Eni signed a new exploration contract in Côte d'Ivoire for the CI-707 offshore<br> block, geologically continuous with the nearby CI-205 block, where Eni announced the discovery<br> of Calao in March 2024. This proximity offers an opportunity for future synergistic<br> developments.
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In<br> October, Eni and its partners CNPC, ENH, Kogas, and XRG reached the Final Investment Decision<br> to develop the Coral North FLNG project which will put in production the gas volumes from<br> the northern part of Area 4 Coral gas reservoir, in the Rovuma basin, through a floating<br> LNG facility with 3.6 MTPA production capacity. The project will leverage Eni’s fast-track<br> approach and expertise from the Coral South project and is expected to start-up in just three<br> years.
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In<br> October, Eni and the Argentina YPF signed the Final Technical Project Description (FTPD),<br> a significant step towards the Final Investment Decision for the 12 MTPA integrated upstream-midstream<br> Argentina LNG (ARGLNG) project intended to monetize the gas reserves of the Vaca Muerta basin.<br> Through a phased approach, the project could be scaled up to 30 MTPA in the long-term.
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5

Global Gas & LNG Portfolio and Power

Sales and production

Q2 Q3 Nine months
2025 2025 2024 % Ch. 2025 2024 % Ch.
Global Gas & LNG Portfolio
38 Spot Gas price at Italian PSV €/MWh 36 38 (7) 41 34 21
35 TTF 32 35 (8) 38 31 21
3 Spread PSV vs. TTF 3 3 13 3 2 17
Natural gas sales bcm
4.49 Italy 4.26 5.09 (16) 14.70 17.73 (17)
3.86 Rest of<br> Europe 3.72 4.92 (24) 12.79 15.62 (18)
0.28 Importers in Italy 0.09 0.16 (44) 0.59 0.95 (38)
3.58 European markets 3.63 4.76 (24) 12.20 14.67 (17)
0.66 Rest of<br> World 1.20 0.78 54 2.82 2.27 24
9.01 Worldwide gas sales ^(a)^ 9.18 10.79 (15) 30.31 35.62 (15)
2.8 LNG sales 3.3 2.2 50 8.9 7.1 25
Power
4.53 Thermoelectric<br> production TWh 4.83 5.33 (9) 14.77 14.56 1
(a) Data<br> include intercompany sales.
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In<br> Q3 ’25, natural gas sales were 9.18 bcm, a decrease of 15% from the comparative<br> period due to lower volumes sold in the wholesales segment in Italy. Sales in the European<br> market (3.63 bcm, down by 24% vs. Q3 ’24) decreased following lower sales in Turkey<br> and Germany, partly balanced by higher sales mainly in France, the UK and the Iberian Peninsula.<br> In the nine months ’25, natural gas sales amounted to 30.31 bcm, down by 15% vs the<br> nine months ‘24, mainly due to lower gas volumes marketed in Italy (down by 17% or<br> 3.03 bcm vs. the nine months ’24) and in the European markets (down by 17% or 2.47<br> bcm vs. the nine months ’24), in particular in Turkey.
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Thermoelectric production amounted to 4.83 TWh in Q3 ’25, down by 9% vs. Q3 ’24 with a lower<br> plant utilization rate. In the nine months ‘25, production reported a slight increase<br> of 1% compared to the same period in 2024, in order to seize market opportunities (14.77<br> TWh in the nine months ’25 vs. 14.56 TWh in the nine months ’24).
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Results

Q2 Q3 Nine months
2025 (€<br> million) 2025 2024 % Ch. 2025 2024 % Ch.
3,444 Sales from operations 3,503 4,227 (17) 12,537 12,691 (1)
387 Proforma adjusted EBIT 346 286 21 1,206 995 21
321 GGP 279 253 10 910 912 -
9 of which: main JV/Associates 4 8 (50) 23 31 (26)
66 Power 67 33 .. 296 83 ..
585 Operating<br> profit (loss) of subsidiaries 227 (95) .. 1,585 (779) ..
(207) Exclusion<br> of special items 115 373 (402) 1,743
378 Adjusted operating profit (loss) of subsidiaries 342 278 23 1,183 964 23
382 Adjusted profit (loss) before taxes 348 286 22 1,200 995 21
38.5 tax rate (%) 37.9 40.2 36.8 40.1
235 Adjusted net profit (loss) 216 171 26 758 596 27
25 Capital expenditure 14 22 (36) 51 67 (24)
In<br> Q3 ’25, the Global Gas & LNG Portfolio business achieved a proforma<br> adjusted EBIT of €279 mln an increase of 10% from the comparative period, driven by<br> continuing value maximization from the gas portfolio optimization. In the nine months ’25,<br> proforma adjusted EBIT amounted to €910 mln, in line with the nine months ’24,<br> also benefitting from income relating to renegotiations and settlements.
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In<br> Q3 ’25, the Power generation business reported a proforma adjusted EBIT of €67<br> mln, up by €34 mln from the same quarter of 2024, mainly due to a one-off gain relating<br> to a contractual renegotiation. In the nine months ‘25, proforma adjusted EBIT was<br> €296 mln, up by €213 mln compared to the nine months ’24 due to the same<br> drivers as for the Q3 ‘25.
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For the disclosure on business segment special charges, see “Special items” in the Group results section.

Strategic developments

In<br> July, Eni signed a long-term liquefied natural gas (LNG) supply agreement with Venture Global<br> for the purchase of 2 MTPA for 20 years from 2030 as part of Venture Global’s Phase<br> 1 of CP 2 LNG project, under development. The agreement is Eni’s first long term LNG<br> supply from the USA and represents a milestone in Eni’s strategy to expand and diversify<br> its global LNG footprint, enhancing portfolio flexibility in order to reach its target of<br> 20 MTPA of contracted LNG supply by 2030.
In<br> September, Eni signed a 3- years deal with Botas for the sale of total 1.5 bcm of LNG to<br> Turkey.
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6

Enilive and Plenitude

Enilive

Q2 Q3 Nine months
2025 2025 2024 % Ch. 2025 2024 % Ch.
Enilive
852 Spread EU HVO UCO-based vs UCO $/tonnes 1,143 613 86 899 671 34
444 Spread US RD^(a)^ UCO-based vs UCO 420 758 (45) 449 892 (50)
274 Bio throughputs ktonnes 315 277 14 881 952 (7)
74 Average<br> bio refineries utilization rate % 85 74 15 79 85 (7)
5.38 Total Enilive sales mmtonnes 5.75 6.12 (6) 16.41 17.93 (8)
1.97 Retail sales 2.10 2.07 1 5.85 5.75 2
1.40 of which: Italy 1.49 1.43 4 4.14 4.03 3
2.83 Wholesale<br> sales 3.21 3.44 (7) 8.92 10.40 (14)
2.09 of which: Italy 2.42 2.64 (8) 6.78 7.98 (15)
0.58 Other<br> sales 0.44 0.61 (28) 1.64 1.78 (8)
(a) Renewable<br> Diesel.
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In<br> Q3 ’25, bio throughputs were 0.32 mmtonnes, up by 14% y-o-y, mainly due to higher<br> volumes processed at the Gela and Chalmette biorefineries following maintenance activities<br> occurred in Q3 ‘24. In the nine months ‘25, bio throughputs were 0.88 mmtonnes,<br> decreasing by 7% compared to the same period of 2024, following maintenance shutdowns occurred<br> in the first half of the year.
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In<br> Q3 ’25, retail sales were 2.10 mmtonnes, a slight increase vs Q3 ‘24,<br> due to the higher sales marketed in Italy, particularly gasoline and diesel. In the nine<br> months ‘25, retail sales amounted to 5.85 mmtonnes, up by 2% vs. the nine months ‘24,<br> following the same driver of the quarter.
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In<br> Q3 ’25, wholesale sales were 3.21 mmtonnes, a reduction of 7% y-o-y mainly following<br> lower product availability in specific geographical areas in Italy. A decline in sales was<br> also recorded in the nine months ‘25 with 8.92 mmtonnes: down by 14% vs. the nine months<br> ‘24.
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Q2 Q3 Nine months
--- --- --- --- --- --- --- ---
2025 (€<br> million) 2025 2024 % Ch. 2025 2024 % Ch.
4,779 Sales from operations 5,206 5,476 (5) 14,742 16,215 (9)
209 Proforma adjusted EBITDA 317 252 26 698 716 (3)
129 Proforma adjusted EBIT 233 173 35 457 486 (6)
(9) of which: main JV/Associates (8) (18) 56 (32) (32)
53 Operating<br> profit (loss) of subsidiaries 219 49 347 393 361 9
61 Exclusion<br> of inventory holding (gains) losses (8) 114 34 121
24 Exclusion<br> of special items 30 28 62 36
138 Adjusted operating profit (loss) of subsidiaries 241 191 26 489 518 (6)
126 Adjusted profit (loss) before taxes 225 167 35 438 467 (6)
76 Adjusted net profit (loss) 163 116 41 304 317 (4)
176 Cash flow from operations before changes in working capital at replacement cost 283 17 1,565 608 450 35
(1,264) Net borrowings (1,338) (684) (96) (1,338) (684) (96)
68 Capital expenditure 98 100 (2) 199 224 (11)
In<br> Q3 ’25 Enilive reported a proforma adjusted EBIT of €233 mln, representing<br> a better performance compared to the same period in 2024, up by 35% (€457 mln in the<br> nine months ’25, compared to €486 mln in the nine months ’24, down by 6%):<br> the positive performance is primarily attributable to the strong results achieved by our<br> biorefineries, both in EU and US.
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Proforma<br> adjusted EBITDA amounted to €317 mln, increasing by 26% compared to the Q3 ’24<br> (€252 mln). In the nine months ’25, Enilive reported a proforma adjusted EBITDA<br> of €698 mln, compared to a profit of €716 mln in the nine months ’24 (down<br> by 3%).
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Strategic developments

In<br> July, Eni signed with the European Investment Bank (EIB) a €500 mln 15-year finance<br> contract to support the conversion of Eni's Livorno refinery in Tuscany into a biorefinery.<br> Eni's project involves the construction of new plants to produce hydrogenated biofuels at<br> the Livorno refinery site, including a biogenic pre-treatment unit and a 500 ktonnes/year<br> Ecofining™ plant.
In<br>August, LG-Eni BioRefining, the LG Chem and Enilive joint venture, started construction works for the South Korea’s first hydrotreated<br>vegetable oil (HVO) and Sustainable Aviation Fuel (SAF) production plant in Seoul. The plant is
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7

scheduled for completion in 2027 and will annually process approximately 400 ktonnes of renewable bio-feedstock.

In<br> September, Eni started the authorization process to convert selected units at the Sannazzaro<br> de’ Burgondi (Pavia) refinery into a biorefinery. The project is intended to convert<br> the existing Hydrocracker (HDC2) unit, using Ecofining™ technology and constructing<br> a pre-treatment unit for waste and residues, used by Enilive to produce HVO biofuels. The<br> new biorefinery will have a processing capacity of 550 ktonnes/year, with flexibility to<br> produce SAF-biojet and HVO diesel.

Plenitude

Q2 Q3 Nine months
2025 2025 2024 % Ch. 2025 2024 % Ch.
Plenitude
102 Italian PUN Index GME €/MWh 110 119 (8) 117 102 14
10.0 Retail and<br> business customers at period end mln pod 9.9 10.0 (1) 9.9 10.0 (1)
0.68 Retail<br> and business gas sales to end customers bcm 0.47 0.49 (5) 3.54 3.78 (6)
4.09 Retail<br> and business power sales to end customers TWh 4.84 4.88 (1) 13.83 13.66 1
4.5 Installed<br> capacity from renewables at period end GW 4.8 3.1 55 4.8 3.1 55
1.5 Energy production<br> from renewable sources TWh 1.6 1.2 35 4.3 3.5 23
21.8 EV<br> charging points at period end thousand 22.1 21.0 5 22.1 21.0 5
As<br> of September 30, 2025, retail and business customers were around 10 mln (gas<br> and electricity), a slight decrease compared to September 30, 2024.
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Retail and business gas sales to end customers amounted to 0.47 bcm in Q3 ’25, with a<br> 5% decrease compared to the same period of 2024, mainly reflecting the change in the customer<br> base. In the nine months ‘25, gas sales amounted to 3.54 bcm, decreasing by 6% vs.<br> the comparative period, mainly in Italy due to lower customer base.
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Retail and business power sales to end customers were 4.84 TWh in Q3 ’25, substantially<br> in line compared to Q3 ’24. In the nine months ’25 power sales amounted to 13.83<br> TWh, benefitting from increasing customer portfolio in the domestic business segment.
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As<br> of September 30, 2025, the installed capacity from renewables was 4.8 GW reflecting<br> the organic development in Spain, the USA, the UK and Italy and the acquisitions in the USA,<br> Spain and Germany.
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Energy production from renewable sources was 1.6 TWh in Q3 ’25, up by 35% year-on-year,<br> mainly thanks to the start-up of organic projects and the contribution from acquired assets<br> (4.3 TWh in the nine months ’25, +23% year-on-year).
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As<br> of September 30, 2025, EV charging points amounted to 22.1 thousand, up by 5%<br> compared to 21 thousand as of September 30, 2024, thanks to network development.
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Q2 Q3 Nine months
--- --- --- --- --- --- --- ---
2025 (€<br> million) 2025 2024 % Ch. 2025 2024 % Ch.
1,885 Sales from operations 1,818 1,987 (9) 7,421 7,194 3
256 Proforma adjusted EBITDA 221 244 (9) 835 853 (2)
133 Proforma adjusted EBIT 98 133 (26) 472 524 (10)
30 Operating<br> profit (loss) of subsidiaries 23 158 (85) 87 992 (91)
94 Exclusion<br> of special items 69 (24) 371 (459)
124 Adjusted operating profit (loss) of subsidiaries 92 134 (31) 458 533 (14)
107 Adjusted profit (loss) before taxes 84 117 (28) 420 481 (13)
68 Adjusted net profit (loss) 53 70 (24) 276 312 (12)
217 Cash flow from operations before changes in working capital at replacement cost 163 247 (34) 743 773 (4)
2,061 Net borrowings 1,967 1,756 12 1,967 1,756 12
196 Capital expenditure 190 190 530 671 (21)
In<br> Q3 ’25 Plenitude reported a proforma adjusted EBIT of €98 mln, down by<br> 26% from the same period of 2024, reflecting lower results on retail business (mainly related<br> to energy efficiency solutions) partly balanced by the ramp-up in renewable installed capacity<br> and related production volumes. In the nine months ’25 Plenitude reported a proforma<br> adjusted EBIT of €472 mln, a 10% reduction compared to a proforma adjusted EBIT of €524<br> mln in the nine months ’24.
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In<br> Q3 ’25, proforma adjusted EBITDA amounted to €221 mln, down by 9% vs Q3 ’24.<br> In the nine months ’25, Plenitude reported a proforma adjusted EBITDA of €835<br> mln, down by 2% compared to the nine months ’24 (€853 mln).
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For the disclosure on business segment special charges, see “Special items” in the Group results section.

8

Strategic developments

In<br> September, GreenIT, the Italian joint venture between Plenitude and CDP Equity (CDP Group),<br> obtained a funding of €370 mln for renewable energy projects, by the European Investment<br> Bank and leading European financial institutions.
In<br> September, Plenitude started the 50 MW Solar Power Plant in Kazakhstan. The plant is a part<br> of an innovative project led by Eni and KazMunayGas (KMG), the first large-scale of its kind,<br> for the realization of a 247 MW Hybrid Power Plant which integrates solar, wind and gas power<br> generation.
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In<br> October, Plenitude signed with A.N.FI.R (Associazione Nazionale delle Finanziarie Regionali)<br> a Framework Agreement for the construction of plants for renewable energy production.
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Refining and Chemicals

Production and sales

Q2 Q3 Nine months
2025 2025 2024 % Ch. 2025 2024 % Ch.
Refining
4.8 Standard Eni Refining Margin (SERM) $/bbl 8.9 1.7 .. 5.8 5.6 4
3.73 Throughputs<br> in Italy on own account mmtonnes 3.81 3.29 16 10.88 10.46 4
2.65 Throughputs<br> in the rest of World on own account 2.79 2.68 4 7.95 7.71 3
6.38 Total throughputs on own account 6.60 5.97 11 18.83 18.17 4
84 Average<br> refineries utilization rate % 84 78 81 78
Chemicals
0.72 Sales of<br> chemical products mmtonnes 0.59 0.81 (28) 2.10 2.43 (13)
47 Average<br> plant utilization rate % 47 52 (10) 50 52 (4)

Refining

In<br> Q3 ’25, the Standard Eni Refining Margin averaged 8.9 $/barrel vs. 1.7 $/barrel<br> in the comparative period mainly due to more favorable product crack spreads leveraged by<br> a number of plant shutdowns worldwide, notwithstanding a weak demand (5.8 $/barrel in the<br> nine months ‘25, representing a slight increase vs. 5.6 $/barrel reported in the nine<br> months ’24).
In<br> Q3 ’25, throughputs on own accounts at Eni’s refineries in Italy were<br> 3.81 mmtonnes, up by 16% y-o-y reflecting higher volumes processed at the Sannazzaro and<br> Milazzo refineries, due to lower shutdowns. Throughputs outside Italy increased by 4% compared<br> to Q3 ’24, following higher volumes processed by ADNOC Refineries. In the nine months<br> ’25, throughputs in Italy and in the rest of World reported an increase of 4% and 3%<br> respectively, compared to the same period of 2024.
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Chemicals

Sales of chemical products were 0.59 mmtonnes in Q3 ’25, a 28% decrease y-o-y due to<br> lower demand and plant shutdown. In the nine months ‘25, sales amounted to 2.10 mmtonnes,<br> representing a decrease of 13% from the comparative period.
Margins<br> remained weak across the board as commodity prices did not recover feedstock and energy input<br> expenses due to European headwinds, sluggish economic activity, and competitive pressures<br> from players with better cost structures.
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9

Results

Q2 Q3 Nine months
2025 (€<br> million) 2025 2024 % Ch. 2025 2024 % Ch.
4,533 Sales from operations 4,545 5,333 (15) 14,010 16,524 (15)
(193) Proforma adjusted EBIT (53) (192) 72 (580) (438) (32)
(9) Refining 135 1 .. 35 145 (76)
20 of which: main JV/Associates 83 36 .. 112 161 (30)
(184) Chemicals (188) (193) 3 (615) (583) (5)
(843) Operating<br> profit (loss) of subsidiaries (291) (908) 68 (1,593) (1,081) (47)
396 Exclusion<br> of inventory holding (gains) losses 69 479 496 254
234 Exclusion<br> of special items 86 201 405 228
(213) Adjusted operating profit (loss) of subsidiaries (136) (228) 40 (692) (599) (16)
(207) Adjusted profit (loss) before taxes (58) (207) 72 (608) (469) (30)
(197) Adjusted net profit (loss) (74) (158) 53 (581) (342) (70)
175 Capital expenditure 142 163 (13) 430 453 (5)
· In Q3 ’25, the Refining<br>business, including contribution from the ADNOC R&GT associate, reported a positive performance of €135 mln, compared to a breakeven<br>Q3 ’24 result, reflecting the recovery in refining margins, improved product crack spreads and the higher average utilization plant<br>rate. In the nine months ’25, the business reported a proforma adjusted profit of €35 mln, below the nine months ’24<br>results (€145 mln) driven by negative scenario of utilities and other positive one-off of the nine months ’24.
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· The Chemical business,<br>managed by Versalis, reported a proforma adjusted loss of €188 mln in Q3 ’25, a slightly better performance compared to the<br>loss in Q3 ’24 (€193 mln), as the restructuring program has begun to yield some benefits, offsetting the adverse market scenario.<br>The overall picture of the chemical sector remains depressed, driven by macro headwinds impacting commodity demands, and comparatively<br>higher production costs in Europe vs. other geographies, which reduced the competitiveness of Versalis products with respect to US and<br>Asian players in an oversupplied market. In the nine months ’25, proforma adjusted loss amounted to €615 mln (€583 mln<br>loss in the nine months ’24) reflecting exceptionally adverse market conditions.
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For the disclosure on business segment special charges, see “Special items” in the Group results section.

Strategic developments

· In July, Versalis signed a Memorandum<br>of Understanding (MoU) with Acea Ambiente covering initiatives in the field of recycling post-consumer and post-industrial plastics. The<br>agreement foresees the assessment of chemical recycling solutions, including the proprietary Hoop^®^ technology.
· In September, Versalis signed<br>an agreement with Veritas, an Italian multi-utility, to promote the circular economy, mainly focusing on developing joint initiatives<br>to valorize post-consumer and post-industrial plastics.
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· In September, Eni Storage Systems,<br>a joint venture between Eni and Fib, a Seri Industrial subsidiary, started operations to build a plant for the production of stationary<br>lithium batteries as part of the reconversion plan of the Brindisi petrochemicals hub which has undergone shutdown.
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· In October, the authorisation<br>process for the transformation of the Priolo site started. The proposed project includes a new biorefinery and a chemical recycling plant<br>for plastics based on Versalis’ proprietary Hoop^®^ technology. The new biorefinery will have a production capacity<br>of 500 ktonnes per year. In addition to the Ecofining™ plant, the project includes a biogenic feedstock pre-treatment unit and a<br>plant to produce hydrogen. Completion is scheduled by the end of 2028. The Versalis Hoop^®^ plant will have a processing<br>capacity of 40 ktonnes per year.
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10

Sustainability and other developments

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

· In July, as part of the strategic<br>partnership between Italy and the United Arab Emirates, Eni signed with Khazna Data Centers a memorandum to set up a Joint Venture for<br>the development of an “AI Data Center Campus” with a total IT capacity of 500 MW at Eni’s hub of Ferrera Erbognone.
· In August, Eni signed a Sale and<br>Purchase Agreement (SPA) with Global Infrastructure Partners, a leading global infrastructure investor, affiliate of the BlackRock fund,<br>relating to a stake of 49.99% in Eni CCUS Holding, which is expected to establish joint control of the counterparties over the post-close<br>entity. The Eni’s subsidiary operates the Liverpool Bay and Bacton CCS projects in the UK, is committed to the L10-CCS project in<br>the Netherlands, and owns a pre-emptive right<br>to acquire a 50% stake held by Eni in the Ravenna CCS project in Italy. Furthermore, it has access to several options within a broader<br>platform of ongoing CCUS initiatives in the medium to long-term.
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· In September, Eni signed with<br>Commonwealth Fusion Systems (CFS) a power offtake agreement worth more than $1 bln, expanding a longstanding strategic partnership between<br>the companies to bring to industrial scale the magnetic fusion to produce power. The power purchase agreement (PPA) covers a share of<br>the decarbonized power which will be generated once CFS’s ARC fusion power plant in Chesterfield County, Virginia becomes operational<br>at the beginning of the next decade as planned by the shareholders of the initiative.
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11

Group results

Q2 Q3 Nine months
2025 (€<br> million) 2025 2024 % Ch. 2025 2024 % Ch.
18,767 Sales from operations 20,204 20,658 (2) 61,536 65,309 (6)
1,162 Operating profit (loss) 1,344 1,360 (1) 4,834 5,611 (14)
372 Exclusion<br> of inventory holding (gains) losses 117 431 (73) 475 425 12
355 Exclusion<br> of special items ^(a)^ 612 651 (6) 1,253 2,618 (52)
1,889 Adjusted<br> operating profit (loss) 2,073 2,442 (15) 6,562 8,654 (24)
792 main<br> JV/Associates adjusted EBIT 923 958 (4) 2,796 2,969 (6)
2,681 Proforma adjusted EBIT 2,996 3,400 (12) 9,358 11,623 (19)
2,422 E&P 2,638 3,259 (19) 8,368 10,242 (18)
387 Global Gas & LNG Portfolio (GGP) and Power 346 286 21 1,206 995 21
262 Enilive and Plenitude 331 306 8 929 1,010 (8)
(193) Refining and Chemicals (53) (192) 72 (580) (438) (32)
(197) Corporate, other activities and consolidation adjustments (266) (259) (565) (186)
2,200 Adjusted profit (loss) before taxes 2,273 2,656 (14) 7,222 9,200 (22)
1,175 Adjusted net profit (loss) 1,315 1,292 2 3,943 4,429 (11)
561 Net profit (loss) 865 544 59 2,621 2,476 6
543 Net profit (loss) attributable to Eni's shareholders 803 522 54 2,518 2,394 5
256 Exclusion<br> of inventory holding (gains) losses 87 309 (72) 333 305 9
335 Exclusion<br> of special items ^(a)^ 357 440 (19) 942 1,673 (44)
1,134 Adjusted net profit (loss) attributable to Eni's shareholders 1,247 1,271 (2) 3,793 4,372 (13)

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

· In Q3 ’25, the Groupproforma adjusted EBIT of €3 bln was 12% lower than the year-ago quarter due to a decline in crude oil realized prices in the<br>wake of a 14% reduction in the price of the Brent benchmark and the EUR appreciation vs the USD (up 6% vs Q3 ’24). Unfavorable commodity<br>and currency trends affected the performance of the E&P business at €2.64 bln (down 19% y-o-y), which nonetheless showed underlying<br>improvements in connection with oil and gas production growth, an improved production mix due to an increasing contribution of more valuable<br>barrels and cost efficiencies. Other businesses performed well compared to the year-ago quarter, particularly the refining business which<br>returned to profitability due to improved product crack spreads and better plant utilization rates (€0.14 bln vs breakeven in the<br>year-ago quarter). The performance in the GGP and Power segment, up 21% from the year-ago quarter, was driven by the continuing value<br>maximization of the gas portfolio. The Chemicals business on the backdrop of a continued downturn in the European sector reported a loss<br>of €0.19 bln, but beginning to show some improvement through the early effects of the restructuring plan. The performance of the<br>transition-related satellites Enilive/Plenitude was in line with management’s expectations. In the nine months ‘25, the Group<br>reported a proforma adjusted Ebit of €9.36 bln, down 19% compared to the nine months ’24, due to the same trends as in Q3 ’25,<br>as well as the circumstance that the comparative period result included a gain on the settlement of certain environmental claims with<br>another Italian company at Italian industrial hubs where Eni took over as successor.
· In Q3 ’25 adjusted profitbefore taxes was €2.27 bln, 14% lower than the Q3 ’24, reflecting the trend in the Group adjusted EBIT, partly offset by<br>higher net profits recorded at Eni’s equity-accounted entities driven by better operating and volume performances as well as the<br>inception of Ithaca Energy in the UK, despite the negative commodity scenario. In the nine months ‘25, the Group reported an adjusted<br>profit before taxes of €7.22 bln, down 22% compared to the nine months ’24.
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· In Q3 ’25 adjusted netprofit attributable to Eni’s shareholders of €1.25 bln was 2% lower than the Q3 ’24, because of the 14% reduction<br>in adjusted profit before taxes, partly offset by a lower tax rate down to 42% from 51%. The reduction in the Group tax rate was driven<br>by a better geographical mix of profits before taxes in E&P reflecting higher contribution from jurisdictions with lower-than-average<br>tax rates also as result of portfolio rationalization, as well as higher contribution to pre-tax profit from Italian subsidiaries which<br>are subject to a statutory tax rate (around 28%) well below that of the E&P foreign sector. In the nine months ‘25, the Group<br>reported an adjusted net profit attributable to Eni’s shareholders of €3.79 bln, down 13% compared to the nine months ’24.
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12

Net borrowings and cash flow from operations

Q2 Q3 Nine months
2025 (€<br> million) 2025 2024 Change 2025 2024 Change
561 Net profit (loss) 865 544 321 2,621 2,476 145
Adjustments to reconcile net profit (loss) to net cash provided by operating activities:
1,716 -<br> depreciation, depletion and amortization and other non monetary items 1,505 1,875 (370) 5,063 6,774 (1,711)
(6) -<br> net gains on disposal of assets (32) (382) 350 (38) (566) 528
950 -<br> dividends, interests and taxes 891 1,263 (372) 3,275 4,428 (1,153)
1,176 Changes<br> in working capital related to operations 195 1,298 (1,103) 387 260 127
512 Dividends<br> received by equity investments 417 305 112 1,296 1,409 (113)
(1,058) Taxes<br> paid (572) (1,735) 1,163 (2,802) (4,554) 1,752
(334) Interests<br> (paid) received (191) (171) (20) (822) (755) (67)
3,517 Net cash provided by operating activities 3,078 2,997 81 8,980 9,472 (492)
(1,954) Capital<br> expenditure (2,017) (2,001) (16) (5,790) (5,953) 163
(100) Investments<br> and acquisitions (229) (76) (153) (580) (2,384) 1,804
83 Disposal<br> of consolidated subsidiaries, businesses, tangible and intangible assets and investments 1,275 1,059 216 1,359 1,686 (327)
(275) Other<br> cash flow related to investing activities (93) (852) 759 (268) (804) 536
1,271 Free cash flow 2,014 1,127 887 3,701 2,017 1,684
10 Net<br> cash inflow (outflow) related to financial activities (459) 255 (714) (649) 135 (784)
(317) Changes<br> in short and long-term financial debt (97) (2,063) 1,966 (1,421) (619) (802)
(300) Repayment<br> of lease liabilities (303) (262) (41) (978) (933) (45)
(458) Dividends<br> paid, share repurchases, changes in non-controlling interests and reserves (1,371) (1,370) (1) 193 (2,856) 3,049
(65) Issue<br> of perpetual hybrid bond and interest payment (1) 1,549 (1,550) 125 1,462 (1,337)
(121) Effect<br> of changes in consolidation and exchange differences of cash and cash equivalent 2 (89) 91 (202) (44) (158)
20 NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENT (215) (853) 638 769 (838) 1,607
2,775 Adjusted net cash before changes in working capital at replacement cost 3,297 2,898 399 9,486 10,701 (1,215)
Q2 Q3 Nine months
--- --- --- --- --- --- --- --- ---
2025 (€<br> million) 2025 2024 Change 2025 2024 Change
1,271 Free cash flow 2,014 1,127 887 3,701 2,017 1,684
(300) Repayment<br> of lease liabilities (303) (262) (41) (978) (933) (45)
Net<br> borrowings of acquired companies (4) 4 (482) 482
(312) Exchange<br> differences on net borrowings and other changes (72) (554) 482 (797) (1,275) 478
(458) Dividends<br> paid and changes in non-controlling interest and reserves (1,371) (1,370) (1) 193 (2,856) 3,049
(65) Issue<br> of perpetual hybrid bond and interest payment (1) 1,549 (1,550) 125 1,462 (1,337)
136 CHANGE IN NET BORROWINGS BEFORE LEASE LIABILITIES 267 486 (219) 2,244 (2,067) 4,311
300 Repayment<br> of lease liabilities 303 262 41 978 933 45
193 Inception<br> of new leases and other changes (113) (47) (66) (43) (723) 680
629 CHANGE IN NET BORROWINGS AFTER LEASE LIABILITIES 457 701 (244) 3,179 (1,857) 5,036

In the nine months ’25, net cash providedby operating activities was €8,980 mln and included €1,296 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 capitalat replacement cost was €9,486 mln in the nine months ’25 (€3,297 mln in the Q3 ’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, as well as non-recurring provisions in connection with certain legal proceedings.

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

Q2 Q3 Nine<br> months
2025 (€<br> million) 2025 2024 Change 2025 2024 Change
3,517 Net<br> cash provided by operating activities 3,078 2,997 81 8,980 9,472 (492)
(1,176) Changes<br> in working capital related to operations (195) (1,298) 1,103 (387) (260) (127)
(28) Exclusion<br> of commodity derivatives 50 488 (438) (3) (46) 43
372 Exclusion<br> of inventory holding (gains) losses 117 431 (314) 475 425 50
2,685 Net<br> cash before changes in working capital at replacement cost 3,050 2,618 432 9,065 9,591 (526)
90 Extraordinary<br> (gains) charges 247 280 (33) 421 1,110 (689)
2,775 Adjusted<br> net cash before changes in working capital at replacement cost 3,297 2,898 399 9,486 10,701 (1,215)
13

In the nine months ’25 organic capex was €5.9 bln (down 3% y-o-y) and excluded the share of capex that will be reimbursed upon closing of ongoing asset disposals, which have been reclassified among other cash flow related to investing activities. Net of organic capex, the free cash flow ante working capital was about €3.58 bln.

Cash inflows from divestments and transactionswith owners comprised proceeds from the disposals of noncontrolling interest in consolidated subsidiaries relating to a 30% investment of private equity fund KKR into Enilive for €3.57 bln, a second investment tranche (2.4%) of the EIP fund into Plenitude (€0.21 bln) as well as asset disposals mainly relating to the sale of a 30% stake in the Baleine project and other non-strategic fields in Congo (€1.36 bln). Acquisitions were of little relevance and related to the expansion of renewable capacity for 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).

Net borrowings before IFRS 16 in the nine months ‘25 decreased by around €2.24 bln. The main inflows comprised the adjusted operating cash flow (€9.49 bln) and transactions with equity owners relating to the divestment of noncontrolling interests at Enilive and Plenitude subsidiaries (€3.78 bln). Furthermore, other positive cash inflows regarded asset disposals for €1.36 bln. The main cash outflows comprised requirements for capital expenditures of €5.9 bln, dividend payments to Eni’s shareholders and share repurchases of €3.54 bln (€2.31 bln of dividend payments and share repurchases of €1.23 bln), repayment of supplier financing agreements (€1 bln), the repayment of lease liabilities and hybrid bond interest (€1.08 bln), as well as other changes of €0.8 bln.

As of October 17, 2025, around 68.4 mln shares have been purchased, for a cash outlay of €980 mln, as part of the share buy-back program authorized by the Shareholders' Meeting held on May 14, 2025, for a total maximum of €3.5 bln through April 2026. Within that limit, management intends to execute share repurchase plan to €1.8 bln.

14

Summarized Group Balance Sheet

(€<br> million) Dec. 31, 2024 Sept. 30, 2025 Change
Fixed assets
Property,  plant<br> and equipment 59,864 53,684 (6,180)
Right<br> of use 5,822 5,100 (722)
Intangible<br> assets 6,434 6,020 (414)
Inventories<br> - Compulsory stock 1,595 1,326 (269)
Equity-accounted<br> investments and other investments 15,545 14,583 (962)
Receivables<br> financing and securities held for operating purposes 1,107 1,035 (72)
Net<br> payables related to capital expenditure (1,364) (1,194) 170
89,003 80,554 (8,449)
Net working capital
Inventories 6,259 6,260 1
Trade<br> receivables 12,562 8,462 (4,100)
Trade<br> payables (15,170) (11,839) 3,331
Net<br> tax assets (liabilities) 144 (378) (522)
Provisions (15,774) (14,510) 1,264
Other<br> current assets and liabilities (2,292) (1,038) 1,254
(14,271) (13,043) 1,228
Provisions for employee benefits (681) (626) 55
Assets held for sale including related liabilities 225 1,530 1,305
CAPITAL EMPLOYED, NET 74,276 68,415 (5,861)
Eni's<br> shareholders equity 52,785 49,243 (3,542)
Non-controlling<br> interest 2,863 3,723 860
Shareholders' equity 55,648 52,966 (2,682)
Net borrowings before lease liabilities ex IFRS 16 12,175 9,931 (2,244)
Lease liabilities 6,453 5,518 (935)
Net borrowings after lease liabilities ex IFRS 16 18,628 15,449 (3,179)
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY 74,276 68,415 (5,861)
Leverage before lease liabilities ex IFRS 16 0.22 0.19
Leverage after lease liabilities ex IFRS 16 0.33 0.29
Gearing before lease liabilities ex IFRS 16 0.18 0.16
Gearing after lease liabilities ex IFRS 16 0.25 0.23

As of September 30, 2025, fixed assets (€80.6 bln) decreased by €8.5 bln from December 31, 2024, mainly due to negative exchange rate translation differences (the period-end exchange rate of EUR vs. USD was 1.174 up 13% compared to 1.039 as of December 31, 2024) thus decreasing the euro book values of dollar-denominated assets. Capital expenditures for the period were offset by asset disposals, mainly the 30% of the Baleine project, and DD&A. Assets held for sale were recognized in connection with the pending disposal of non-controlling interests in certain upstream operated assets and Eni’s business of the CCUS.

Shareholders’ equity (approximately €53 bln) decreased by €2.7 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 €3.5 bln (dividend distributions and share buy-back). These reductions were partly offset by net profit for the period (€2.6 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 the EIP fund’s interest in Plenitude of €0.7 bln, which was increased in the period by €0.2 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.

Netborrowings^2^ before lease liabilities as of September 30, 2025 of €9.9 bln was down by €2.2 bln from December 31, 2024.

Leverage^3^ – the ratio of net borrowings to total equity before IFRS 16 – was 19% on September 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 12%.

^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.

15

Special items

The breakdown of pre-tax special items recorded in operating profit by segment (net charges of €1,253 mln and €612 mln in the nine months ’25 and Q3 ’25, respectively) is as follows:

· E&P: net charges of<br> €573 mln in the nine months ’25 (€130 mln in Q3 ‘25) mainly relating to write-downs of oil&gas properties driven<br>by alignment of a disposal group to its fair value (€464 mln), of which two transactions closed in the quarter, as well as an oil<br>asset impairment driven by a downward reserves revision;
· GGP and Power: net gains<br>of €402 mln in the nine months '25 (net charges €115 mln in Q3 '25) mainly relating to the accounting effect of certain fair-valued<br>commodity derivatives lacking the formal criteria to be classified as hedges or to be waived from fair value accounting under the own<br>use exemption (net gains of €374 mln and €32 mln in the nine months '25 and Q3 '25, respectively) and the difference between<br>the value of gas inventories accounted for under the weighted-average cost method provided by IFRS and management's own measure of inventories,<br>which moves forward at the time of inventory drawdown, the margins captured on volumes in inventories above normal levels leveraging the<br>seasonal spread in gas prices net of the effects of the associated commodity derivatives (net charges of €74 mln and €79 mln<br>in the nine months '25 and Q3 '25, respectively).The reclassification of the negative balance of €280 mln (positive of €17 mln<br>in Q3 '25) related to derivatives covering margin exposure to foreign currency exchange rate movements and exchange translation differences<br>of commercial payables and receivables;
--- ---
· Enilive and Plenitude:<br>net charges of €433 mln (€99 mln in Q3 '25) mainly related to the fair values of commodity derivatives lacking the formal criteria<br>to be classified as hedges under IFRS relating exposure to the gas commodity (€360 mln and €67 mln in the nine months '25 and<br>Q3 '25, respectively);
--- ---
· Refining and Chemicals:<br>net charges of €405 mln (€86 mln in Q3 '25) mainly related to the write-down of capital expenditures made for compliance and<br>stay-in-business at certain CGU with expected negative cash flows (€218 mln and €59 mln in the nine months '25 and Q3 '25, respectively),<br>and environmental provision of €136 mln (€19 mln in Q3 '25).
--- ---
16

Other information, basis ofpresentation and disclaimer

This press release on Eni’s results for the third quarter and the nine months 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 second and third quarter of 2025, the nine months of 2025 and for the third quarter and the nine months of 2024. Information on the Company’s financial position relates to end of the periods as of September 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.

* * *

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 preparationof the Company’s financial reports, Francesco Esposito, declares pursuant to rule 154-bis paragraph 2 of Legislative DecreeNo. 58/1998 that data and information disclosed in this press release correspond to the Company’s evidence and accounting booksand records.

* * *

Disclaimer

This press release contains certain forward-lookingstatements 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 marketsand the progress and timing of projects. By their nature, forward-looking statements involve risks and uncertainties because they relateto 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’sability in carrying out industrial plans and in succeeding in commercial transactions; future levels of industry product supply; demandand 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 changesin business conditions; the actions of competitors and other factors discussed elsewhere in this document. Due to the seasonality in demandfor natural gas and certain refined products and the changes in a number of external factors affecting Eni’s operations, such asprices and margins of hydrocarbons and refined products, Eni’s results from operations and changes in net borrowings for the quarterof 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 third quarter and the nine months of 2025 results (not subject to audit) is also available on Eni’s website eni.com.

17

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 netprofit

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 orloss

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 operationsbefore 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

18

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.

Netborrowings

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.

Proformaadjusted 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.

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

(<br> million)
Third Quarter 2025 Exploration & Production Global Gas & LNG Portfolio and Power Enilive and Plenitude Refining and Chemicals Corporate and other activities Impact of unrealized intragroup profit elimination GROUP
Reported<br> operating profit (loss) 1,670 227 242 (291) (418) (86) 1,344
Exclusion<br> of inventory holding (gains) losses (8) 69 56 117
Exclusion<br> of special items:
environmental<br> charges (expense recovered from third-parties) 2 11 19 32
impairment<br> losses (impairment reversals), net 109 9 59 4 181
impairment<br> of exploration projects
net gains on disposal of<br> assets
risk<br> provisions 38 170 208
provision<br> for redundancy incentives 3 1 2 3 10 19
commodity derivatives 16 (32) 67 (1) 50
exchange rate differences<br> and derivatives (32) 17 (1) (1) (17)
other (6) 129 10 7 (1) 139
Special<br> items of operating profit (loss) 130 115 99 86 182 612
Adjusted operating profit (loss) of subsidiaries (a) 1,800 342 333 (136) (236) (30) 2,073
main<br> JV/Associates adjusted EBIT (b) 838 4 (2) 83 923
Proforma adjusted EBIT (c)=(a)+(b) 2,638 346 331 (53) (236) (30) 2,996
Finance<br> expenses and dividends of subsidiaries (d) (84) (4) (12) 3 (75) (172)
Finance<br> expenses and dividends of main JV/associates (e) (137) 3 (11) (19) (164)
Income<br> taxes of main JV/associates (f) (402) 3 1 11 (387)
Adjusted<br> net profit (loss) of main JV/associates (g)=(b)+(e)+(f) 299 10 (12) 75 372
Adjusted profit (loss) before taxes (h)=(a)+(d)+(g) 2,015 348 309 (58) (311) (30) 2,273
Income<br> taxes (i) (840) (132) (93) (16) 114 9 (958)
Tax<br> rate (%) 42.1
Adjusted net profit (loss) (j)=(h)+(i) 1,175 216 216 (74) (197) (21) 1,315
of<br> which:
- Adjusted<br> net profit (loss) of non-controlling interest 68
-<br> Adjusted net profit (loss) attributable to Eni's shareholders 1,247
Reported<br> net profit (loss) attributable to Eni's shareholders 803
Exclusion<br> of inventory holding (gains) losses 87
Exclusion<br> of special items 357
Adjusted<br> net profit (loss) attributable to Eni's shareholders 1,247

All values are in Euros.

19
(<br> million)
Third Quarter 2024 Exploration & Production Global Gas & LNG Portfolio and Power Enilive and Plenitude Refining and Chemicals Corporate and other activities Impact of unrealized intragroup profit elimination GROUP
Reported<br> operating profit (loss) 2,264 (95) 207 (908) (168) 60 1,360
Exclusion<br> of inventory holding (gains) losses 114 479 (162) 431
Exclusion<br> of special items:
environmental<br> charges (expense recovered from third-parties) 16 19 76 111
impairment<br> losses (impairment reversals), net 14 4 116 6 140
impairment<br> of exploration projects
net gains on disposal of<br> assets (5) (1) 2 (4)
risk<br> provisions 3 3
provision<br> for redundancy incentives 5 1 5 2 13
commodity derivatives (18) 520 (26) 12 488
exchange rate differences<br> and derivatives 6 (153) (1) (9) 7 (150)
other 44 6 8 (4) (4) 50
Special<br> items of operating profit (loss) 62 373 4 201 11 651
Adjusted operating profit (loss) of subsidiaries (a) 2,326 278 325 (228) (157) (102) 2,442
main<br> JV/Associates adjusted EBIT (b) 933 8 (19) 36 958
Proforma adjusted EBIT (c)=(a)+(b) 3,259 286 306 (192) (157) (102) 3,400
Finance<br> expenses and dividends of subsidiaries (d) (53) (12) 4 (61)
Finance<br> expenses and dividends of main JV/associates (e) (111) 2 (6) (23) (138)
Income<br> taxes of main JV/associates (f) (543) (2) (4) 4 (545)
Adjusted<br> net profit (loss) of main JV/associates (g)=(b)+(e)+(f) 279 8 (29) 17 275
Adjusted profit (loss) before taxes (h)=(a)+(d)+(g) 2,552 286 284 (207) (157) (102) 2,656
Income<br> taxes (i) (1,266) (115) (98) 49 38 28 (1,364)
Tax<br> rate (%) 51.4
Adjusted net profit (loss) (j)=(h)+(i) 1,286 171 186 (158) (119) (74) 1,292
of<br> which:
- Adjusted<br> net profit (loss) of non-controlling interest 21
-<br> Adjusted net profit (loss) attributable to Eni's shareholders 1,271
Reported<br> net profit (loss) attributable to Eni's shareholders 522
Exclusion<br> of inventory holding (gains) losses 309
Exclusion<br> of special items 440
Adjusted<br> net profit (loss) attributable to Eni's shareholders 1,271

All values are in Euros.

20
(<br> million)
Nine months 2025 Exploration & Production Global Gas & LNG Portfolio and Power Enilive and Plenitude Refining and Chemicals Corporate and other activities Impact of unrealized intragroup profit elimination GROUP
Reported<br> operating profit (loss) 5,116 1,585 480 (1,593) (957) 203 4,834
Exclusion<br> of inventory holding (gains) losses 34 496 (55) 475
Exclusion<br> of special items:
environmental<br> charges (expense recovered from third-parties) 33 136 55 224
impairment<br> losses (impairment reversals), net 578 14 218 12 822
impairment<br> of exploration projects
net gains on disposal of<br> assets (3) (3) (6)
risk<br> provisions 38 16 171 225
provision<br> for redundancy incentives 12 1 3 10 27 53
commodity derivatives (3) (374) 360 14 (3)
exchange rate differences<br> and derivatives (17) (280) (1) 2 (296)
other (32) 251 24 12 (21) 234
Special<br> items of operating profit (loss) 573 (402) 433 405 244 1,253
Adjusted operating profit (loss) of subsidiaries (a) 5,689 1,183 947 (692) (713) 148 6,562
main<br> JV/Associates adjusted EBIT (b) 2,679 23 (18) 112 2,796
Proforma adjusted EBIT (c)=(a)+(b) 8,368 1,206 929 (580) (713) 148 9,358
Finance<br> expenses and dividends of subsidiaries (d) (55) (13) (33) (2) (91) (194)
Finance<br> expenses and dividends of main JV/associates (e) (459) 8 (38) (60) (549)
Income<br> taxes of main JV/associates (f) (1,426) (1) 34 (1,393)
Adjusted<br> net profit (loss) of main JV/associates (g)=(b)+(e)+(f) 794 30 (56) 86 854
Adjusted profit (loss) before taxes (h)=(a)+(d)+(g) 6,428 1,200 858 (608) (804) 148 7,222
Income<br> taxes (i) (2,881) (442) (278) 27 336 (41) (3,279)
Tax<br> rate (%) 45.4
Adjusted net profit (loss) (j)=(h)+(i) 3,547 758 580 (581) (468) 107 3,943
of<br> which:
- Adjusted<br> net profit (loss) of non-controlling interest 150
-<br> Adjusted net profit (loss) attributable to Eni's shareholders 3,793
Reported<br> net profit (loss) attributable to Eni's shareholders 2,518
Exclusion<br> of inventory holding (gains) losses 333
Exclusion<br> of special items 942
Adjusted<br> net profit (loss) attributable to Eni's shareholders 3,793

All values are in Euros.

21
(<br> million)
Nine months 2024 Exploration & Production Global Gas & LNG Portfolio and Power Enilive and Plenitude Refining and Chemicals Corporate and other activities Impact of unrealized intragroup profit elimination GROUP
Reported<br> operating profit (loss) 6,009 (779) 1,353 (1,081) 69 40 5,611
Exclusion<br> of inventory holding (gains) losses 121 254 50 425
Exclusion<br> of special items:
environmental<br> charges (expense recovered from third-parties) 18 23 (35) (385) (379)
impairment<br> losses (impairment reversals), net 1,329 15 280 19 1,643
net gains on disposal of<br> assets (6) 4 (1) (3)
risk<br> provisions 9 3 4 16
provision<br> for redundancy incentives 14 3 12 19 48
commodity derivatives (55) 1,600 (466) (4) 1,075
exchange rate differences<br> and derivatives (7) (46) (2) 9 (46)
other 113 189 4 (32) (10) 264
Special<br> items of operating profit (loss) 1,415 1,743 (423) 228 (345) 2,618
Adjusted operating profit (loss) of subsidiaries (a) 7,424 964 1,051 (599) (276) 90 8,654
main<br> JV/Associates adjusted EBIT (b) 2,818 31 (41) 161 2,969
Proforma adjusted EBIT (c)=(a)+(b) 10,242 995 1,010 (438) (276) 90 11,623
Finance<br> expenses and dividends of subsidiaries (d) (229) (4) (37) 9 (116) (377)
Finance<br> expenses and dividends of main JV/associates (e) (318) 12 (22) (53) (381)
Income<br> taxes of main JV/associates (f) (1,667) (8) (3) 13 (1,665)
Adjusted<br> net profit (loss) of main JV/associates (g)=(b)+(e)+(f) 833 35 (66) 121 923
Adjusted profit (loss) before taxes (h)=(a)+(d)+(g) 8,028 995 948 (469) (392) 90 9,200
Income<br> taxes (i) (4,237) (399) (319) 127 82 (25) (4,771)
Tax<br> rate (%) 51.9
Adjusted net profit (loss) (j)=(h)+(i) 3,791 596 629 (342) (310) 65 4,429
of<br> which:
- Adjusted<br> net profit (loss) of non-controlling interest 57
-<br> Adjusted net profit (loss) attributable to Eni's shareholders 4,372
Reported<br> net profit (loss) attributable to Eni's shareholders 2,394
Exclusion<br> of inventory holding (gains) losses 305
Exclusion<br> of special items 1,673
Adjusted<br> net profit (loss) attributable to Eni's shareholders 4,372

All values are in Euros.

22
(<br> million)
Second Quarter 2025 Exploration & Production Global Gas & LNG Portfolio and Power Enilive and Plenitude Refining and Chemicals Corporate and other activities Impact of unrealized intragroup profit elimination GROUP
Reported<br> operating profit (loss) 1,495 585 83 (843) (261) 103 1,162
Exclusion<br> of inventory holding (gains) losses 61 396 (85) 372
Exclusion<br> of special items:
environmental<br> charges (expense recovered from third-parties) 6 102 55 163
impairment<br> losses (impairment reversals), net 214 6 99 4 323
impairment<br> of exploration projects
net gains<br> on disposal of assets (3) (3) (6)
risk<br> provisions 16 1 17
provision<br> for redundancy incentives 4 4 5 13
commodity<br> derivatives (27) (99) 85 13 (28)
exchange<br> rate differences and derivatives (9) (196) 6 1 (198)
other (15) 88 21 (3) (20) 71
Special<br> items of operating profit (loss) 164 (207) 118 234 46 355
Adjusted operating profit (loss) of subsidiaries (a) 1,659 378 262 (213) (215) 18 1,889
main<br> JV/Associates adjusted EBIT (b) 763 9 20 792
Proforma adjusted EBIT (c)=(a)+(b) 2,422 387 262 (193) (215) 18 2,681
Finance<br> expenses and dividends of subsidiaries (d) 131 (4) (12) (5) 32 142
Finance<br> expenses and dividends of main JV/associates (e) (192) 2 (16) (21) (227)
Income<br> taxes of main JV/associates (f) (404) (3) (1) 12 (396)
Adjusted<br> net profit (loss) of main JV/associates (g)=(b)+(e)+(f) 167 8 (17) 11 169
Adjusted profit (loss) before taxes (h)=(a)+(d)+(g) 1,957 382 233 (207) (183) 18 2,200
Income<br> taxes (i) (898) (147) (89) 10 103 (4) (1,025)
Tax<br> rate (%) 46.6
Adjusted net profit (loss) (j)=(h)+(i) 1,059 235 144 (197) (80) 14 1,175
of<br> which:
-<br> Adjusted net profit (loss) of non-controlling interest 41
-<br> Adjusted net profit (loss) attributable to Eni's shareholders 1,134
Reported<br> net profit (loss) attributable to Eni's shareholders 543
Exclusion<br> of inventory holding (gains) losses 256
Exclusion<br> of special items 335
Adjusted<br> net profit (loss) attributable to Eni's shareholders 1,134

All values are in Euros.

23

Breakdown of special items

Q2 Q3 Nine months
2025 (€<br> million) 2025 2024 2025 2024
163 Environmental<br> charges (expense recovered from third-parties) 32 111 224 (379)
323 Impairment<br> losses (impairment reversals), net 181 140 822 1,643
(6) Net<br> gains on disposal of assets (4) (6) (3)
17 Risk<br> provisions 208 3 225 16
13 Provisions<br> for redundancy incentives 19 13 53 48
(28) Commodity<br> derivatives 50 488 (3) 1,075
(198) Exchange<br> rate differences and derivatives (17) (150) (296) (46)
71 Other 139 50 234 264
355 Special items of operating profit (loss) 612 651 1,253 2,618
190 Net finance (income) expense 11 242 280 125
of which:
198 - exchange rate differences and derivatives reclassified to operating profit (loss) 17 150 296 46
(122) Net income (expense) from investments (112) (316) (266) (413)
(75) Income taxes (145) (138) (285) (682)
348 Total special items of net profit (loss) 366 439 982 1,648
attributable to:
335 - Eni's shareholders 357 440 942 1,673
13 -<br> Non-controlling interest 9 (1) 40 (25)

Reconciliation of Group proforma adjusted EBIT

Q2 Q3 Nine months
2025 (€<br> million) 2025 2024 % Ch. 2025 2024 % Ch.
1,659 E&P<br> adjusted Ebit of consolidated subsidiaries 1,800 2,326 (23) 5,689 7,424 (23)
763 main<br> JV/Associates adjusted Ebit 838 933 (10) 2,679 2,818 (5)
2,422 E&P proforma adjusted Ebit 2,638 3,259 (19) 8,368 10,242 (18)
378 GGP<br> and Power adjusted Ebit of consolidated subsidiaries 342 278 23 1,183 964 23
9 main<br> JV/Associates adjusted Ebit 4 8 (50) 23 31 (26)
387 GGP and Power proforma adjusted Ebit 346 286 21 1,206 995 21
262 Enilive<br> and Plenitude adjusted Ebit of consolidated subsidiaries 333 325 2 947 1,051 (10)
main<br> JV/Associates adjusted Ebit (2) (19) 89 (18) (41) 56
262 Enilive and Plenitude proforma adjusted Ebit 331 306 8 929 1,010 (8)
(213) Refining<br> and Chemicals  adjusted Ebit of consolidated subsidiaries (136) (228) 40 (692) (599) (16)
20 main<br> JV/Associates adjusted Ebit 83 36 .. 112 161 (30)
(193) Refining and Chemicals proforma adjusted Ebit (53) (192) 72 (580) (438) (32)
(215) Other segments adjusted Ebit (236) (157) (50) (713) (276) ..
18 Impact<br> of unrealized intragroup profit elimination (30) (102) 71 148 90 64
2,681 Group proforma adjusted Ebit^(a)^ 2,996 3,400 (12) 9,358 11,623 (19)
(a) Main<br> JV/Associates are Vår Energi, Azule Energy, Ithaca, Mozambique Rovuma Venture, Neptune Algeria, SeaCorridor, Adnoc R&GT<br> and St. Bernard Renewables Llc.
---
24

Profit and loss reconciliation GAAP vs Non-GAAP

Third Quarter 2025 Nine months
Reported results Profit on stock Special items Finance expense reclassified Adjusted results (€<br> million) Reported results Profit on stock Special items Finance expense reclassified Adjusted results
1,344 117 629 (17) 2,073 Operating profit 4,834 475 1,549 (296) 6,562
(258) (6) 17 (247) Finance<br> income (expense) (668) (16) 296 (388)
559 (112) 447 Income<br> (expense) from investments 1,314 (266) 1,048
(780) (33) (145) (958) Income<br> taxes (2,859) (135) (285) (3,279)
865 84 366 1,315 Net profit 2,621 340 982 3,943
62 (3) 9 68 -<br> Non-controlling interest 103 7 40 150
803 87 357 1,247 Net profit attributable to Eni's shareholders 2,518 333 942 3,793
Third Quarter 2024 Nine months
--- --- --- --- --- --- --- --- --- --- ---
Reported results Profit on stock Special items Finance expense reclassified Adjusted results (€<br> million) Reported results Profit on stock Special items Finance expense reclassified Adjusted results
1,360 431 801 (150) 2,442 Operating profit 5,611 425 2,664 (46) 8,654
(346) 92 150 (104) Finance<br> income (expense) (664) 79 46 (539)
634 (316) 318 Income<br> (expense) from investments 1,498 (413) 1,085
(1,104) (122) (138) (1,364) Income<br> taxes (3,969) (120) (682) (4,771)
544 309 439 1,292 Net profit 2,476 305 1,648 4,429
22 (1) 21 -<br> Non-controlling interest 82 (25) 57
522 309 440 1,271 Net profit attributable to Eni's shareholders 2,394 305 1,673 4,372
2025 Q2
--- --- --- --- --- ---
(€<br> million) Reported<br> results Profit on stock Special<br><br> <br>items Finance expense reclassified Adjusted<br> results
Operating profit 1,162 372 553 (198) 1,889
Finance income (expense) (161) (8) 198 29
Income (expense) from investments 404 (122) 282
Income taxes (844) (106) (75) (1,025)
Net profit 561 266 348 1,175
-<br> Non-controlling interest 18 10 13 41
Net profit attributable to Eni's shareholders 543 256 335 1,134
25

Analysisof Profit and Loss account items

Sales from operations

Q2 Q3 Nine months
2025 (€<br> million) 2025 2024 % Ch. 2025 2024 % Ch.
11,881 Exploration &<br> Production 13,329 12,901 3 38,271 41,060 (7)
3,444 Global<br> Gas & LNG Portfolio and Power 3,503 4,227 (17) 12,537 12,691 (1)
6,662 Enilive<br> and Plenitude 7,021 7,459 (6) 22,156 23,395 (5)
4,533 Refining<br> and Chemicals 4,545 5,333 (15) 14,010 16,524 (15)
510 Corporate<br> and other activities 487 445 9 1,466 1,361 8
(8,263) Consolidation<br> adjustments (8,681) (9,707) 11 (26,904) (29,722) 9
18,767 20,204 20,658 (2) 61,536 65,309 (6)

Operating expenses

Q2 Q3 Nine months
2025 (€<br> million) 2025 2024 % Ch. 2025 2024 % Ch.
15,104 Purchases,<br> services and other 16,512 16,833 (2) 49,376 51,281 (4)
58 Impairment<br> losses (impairment reversals) of trade and other receivables, net (3) (2) (50) 147 74 99
824 Payroll<br> and related costs 744 818 (9) 2,438 2,479 (2)
13 of which:   provision for redundancy incentives and other 19 13 46 53 48 10
15,986 17,253 17,649 (2) 51,961 53,834 (3)

DD&A, impairments, reversals and write-off

Q2 Q3 Nine months
2025 (€<br> million) 2025 2024 var % 2025 2024 % Ch.
1,501 Exploration & Production 1,521 1,519 - 4,586 4,776 (4)
66 Global Gas & LNG<br> Portfolio and Power 64 83 (23) 196 235 (17)
188 Enilive and Plenitude 190 177 7 553 516 7
75 - Enilive 79 72 10 224 209 7
113 - Plenitude 111 105 6 329 307 7
37 Refining and Chemicals 39 37 5 114 119 (4)
39 Corporate and other activities 38 35 9 115 107 7
(8) Impact of unrealized intragroup<br> profit elimination (10) (9) (11) (26) (25) (4)
1,823 Total depreciation, depletion and amortization 1,842 1,842 - 5,538 5,728 (3)
323 Impairment losses (impairment reversals) of tangible and intangible and right of use assets, net 181 140 29 822 1,643 (50)
2,146 Depreciation, depletion, amortization, impairments and reversals 2,023 1,982 2 6,360 7,371 (14)
(10) Write-off of tangible and intangible assets 11 57 (81) (2) 160 ..
2,136 2,034 2,039 - 6,358 7,531 (16)

Income (expense) from investments

(<br> million)
Nine months 2025 Exploration & Production Global Gas & LNG Portfolio and Power Enilive and Plenitude Refining and Chemicals Corporate and other activities Group
Share<br> of profit (loss) from equity-accounted investments 985 30 (52) 58 (13) 1,008
Dividends 144 4 7 32 187
Net<br> gains (losses) on disposals 33 33
Other<br> income (expense), net 92 (7) 5 (4) 86
1,254 23 (43) 65 15 1,314

All values are in Euros.

26

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.

(€<br> million) Dec. 31, 2024 Sept. 30, 2025 Change
Total<br> debt 30,348 29,109 (1,239)
-  Short-term debt 8,820 9,502 682
-  Long-term debt 21,528 19,607 (1,921)
Cash<br> and cash equivalents (8,183) (8,929) (746)
Financial<br> assets measured at fair value through profit or loss (6,797) (6,820) (23)
Financing<br> receivables held for non-operating purposes (3,193) (3,429) (236)
Net borrowings before lease liabilities ex IFRS 16 12,175 9,931 (2,244)
Lease<br> Liabilities 6,453 5,518 (935)
Net borrowings after lease liabilities ex IFRS 16 18,628 15,449 (3,179)
Shareholders' equity including non-controlling interest 55,648 52,966 (2,682)
Leverage before lease liability ex IFRS 16 0.22 0.19
Leverage after lease liability ex IFRS 16 0.33 0.29
27

Consolidatedfinancial statements

BALANCE SHEET

(<br> million)
Sept. 30, 2025 Dec. 31, 2024
ASSETS
Current<br> assets
Cash<br> and cash equivalents 8,929 8,183
Financial<br> assets measured at fair value through profit or loss 6,820 6,797
Other<br> financial assets 551 1,085
Trade<br> and other receivables 12,414 16,901
Inventories 6,260 6,259
Income<br> tax assets 798 695
Other<br> assets 3,713 3,662
39,485 43,582
Non-current<br> assets
Property,<br> plant and equipment 53,684 59,864
Right<br> of use assets 5,100 5,822
Intangible<br> assets 6,020 6,434
Inventory<br> - compulsory stock 1,326 1,595
Equity-accounted<br> investments 13,221 14,150
Other<br> investments 1,362 1,395
Other<br> financial assets 3,913 3,215
Deferred<br> tax assets 6,107 6,322
Income<br> tax assets 127 129
Other<br> assets 2,751 4,011
93,611 102,937
Assets held for sale 1,890 420
TOTAL ASSETS 134,986 146,939
LIABILITIES<br> AND SHAREHOLDERS' EQUITY
Current<br> liabilities
Short-term<br> debt 6,000 4,238
Current<br> portion of long-term debt 3,502 4,582
Current<br> portion of long-term lease liabilities 1,047 1,279
Trade<br> and other payables 17,691 22,092
Income<br> taxes payable 693 587
Other<br> liabilities 4,976 5,049
33,909 37,827
Non-current<br> liabilities
Long-term<br> debt 19,656 21,570
Long-term<br> lease liabilities 4,471 5,174
Provisions<br> for contingencies 14,510 15,774
Provisions<br> for employee benefits 626 681
Deferred<br> tax liabilities 5,222 5,581
Income<br> taxes payable 29 40
Other<br> liabilities 3,237 4,449
47,751 53,269
Liabilities directly associated with assets held for sale 360 195
TOTAL LIABILITIES 82,020 91,291
Share<br> capital 4,005 4,005
Retained<br> earnings 34,097 32,552
Cumulative<br> currency translation differences 2,181 8,081
Other<br> reserves and equity instruments 8,634 8,406
Treasury<br> shares (2,192) (2,883)
Net<br> profit  (loss) 2,518 2,624
Total Eni shareholders' equity 49,243 52,785
Non-controlling interest 3,723 2,863
TOTAL SHAREHOLDERS' EQUITY 52,966 55,648
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY 134,986 146,939

All values are in Euros.

28

GROUP PROFIT AND LOSS ACCOUNT

Q2 Q3 Nine months
2025 (€<br> million) 2025 2024 2025 2024
18,767 Sales<br> from operations 20,204 20,658 61,536 65,309
355 Other<br> income and revenues 342 358 1,096 1,933
19,122 Total revenues 20,546 21,016 62,632 67,242
(15,104) Purchases,<br> services and other (16,512) (16,833) (49,376) (51,281)
(58) Impairment<br> reversals (impairment losses) of trade and other receivables, net 3 2 (147) (74)
(824) Payroll<br> and related costs (744) (818) (2,438) (2,479)
162 Other<br> operating (expense) income 85 32 521 (266)
(1,823) Depreciation,<br> Depletion and Amortization (1,842) (1,842) (5,538) (5,728)
(323) Impairment<br> reversals (impairment losses) of tangible, intangible and right of use assets, net (181) (140) (822) (1,643)
10 Write-off<br> of tangible and intangible assets (11) (57) 2 (160)
1,162 OPERATING PROFIT (LOSS) 1,344 1,360 4,834 5,611
3,113 Finance<br> income 839 1,650 6,200 4,480
(3,325) Finance<br> expense (1,150) (2,054) (6,962) (5,489)
54 Net<br> finance income (expense) from financial assets measured at fair value through profit or loss 71 117 182 319
(3) Derivative<br> financial instruments (18) (59) (88) 26
(161) FINANCE INCOME (EXPENSE) (258) (346) (668) (664)
303 Share<br> of profit (loss) of equity-accounted investments 359 180 1,008 791
101 Other<br> gain (loss) from investments 200 454 306 707
404 INCOME (EXPENSE) FROM INVESTMENTS 559 634 1,314 1,498
1,405 PROFIT (LOSS) BEFORE INCOME TAXES 1,645 1,648 5,480 6,445
(844) Income<br> taxes (780) (1,104) (2,859) (3,969)
561 Net profit (loss) 865 544 2,621 2,476
attributable<br> to:
543 -<br> Eni's shareholders 803 522 2,518 2,394
18 -<br> Non-controlling interest 62 22 103 82
Earnings<br> per share ( per share)
0.16 -<br> basic 0.25 0.16 0.77 0.73
0.16 -<br> diluted 0.24 0.16 0.76 0.72
Weighted<br> average number of shares outstanding (million)
3,049.7 -<br> basic 3,011.2 3,160.1 3,041.0 3,184.2
3,112.3 -<br> diluted 3,073.8 3,223.1 3,103.6 3,247.1

All values are in Euros.

29

COMPREHENSIVE INCOME (LOSS)

Q3 Nine months
(€<br> million) 2025 2024 2025 2024
Net profit (loss) 865 544 2,621 2,476
Items that are not reclassified to profit or loss in later periods 5 (3)
Remeasurements of defined benefit plans 8
Share of other comprehensive income on equity accounted entities 1
Change in the fair value of interests with effects on other comprehensive income 1 5 (10)
Taxation (1) (2)
Items that may be reclassified to profit in later periods 38 (2,553) (5,481) (944)
Currency translation differences (90) (2,383) (6,153) (682)
Change in the fair value of cash flow hedging derivatives 132 (280) 864 (344)
Share of other comprehensive income on equity-accounted entities 31 28 55 (18)
Taxation (35) 82 (247) 100
Total other items of comprehensive income (loss) 38 (2,553) (5,476) (947)
Total comprehensive income (loss) 903 (2,009) (2,855) 1,529
attributable<br> to:
- Eni's shareholders 845 (1,982) (2,704) 1,494
-<br> Non-controlling interest 58 (27) (151) 35

CHANGES IN SHAREHOLDERS’ EQUITY

(<br> million)
Shareholders'<br> equity at January 1, 2024 53,644
Total<br> comprehensive income (loss) 1,529
Dividends<br> paid to Eni's shareholders (2,288)
Dividends<br> distributed by consolidated subsidiaries (50)
Issue<br> of perpetual hybrid bonds 1,610
Coupon<br> of perpetual subordinated bonds (87)
Put<br> option on Plenitude (387)
Net<br> purchase of treasury shares (1,117)
Plenitude<br> operation- disposal to EIP 588
Costs<br> for the issue of perpetual hybrid bonds (25)
Tax<br> on hybrid bond coupon 25
Other<br> changes 36
Total<br> changes (166)
Shareholders'<br> equity at September 30, 2024 53,478
attributable<br> to:
-<br> Eni's shareholders 51,037
-<br> Non-controlling interest 2,441
Shareholders'<br> equity at January 1, 2025 55,648
Total<br> comprehensive income (loss) (2,855)
Dividends<br> paid to Eni's shareholders (2,307)
Dividends<br> distributed by consolidated subsidiaries (63)
Net<br> purchase of treasury shares (1,217)
Issue<br> of perpetual hybrid bonds 1,500
Repurchase<br> of perpetual hybrid bonds (1,251)
Coupon<br> of perpetual subordinated bonds (105)
Taxes<br> on disposal of Enilive and Plenitude (26)
Taxes<br> on hybrid bond coupon and costs 9
Plenitude<br> operation - disposal to EIP 209
Put<br> option on Plenitude (139)
Enilive<br> operation - disposal to KKR 3,569
Other<br> changes (6)
Total<br> changes (2,682)
Shareholders'<br> equity at September 30, 2025 52,966
attributable<br> to:
-<br> Eni's shareholders 49,243
-<br> Non-controlling interest 3,723

All values are in Euros.

30

GROUP CASH FLOW STATEMENT

Q2 Q3 Nine months
2025 (<br> million) 2025 2024 2025 2024
561 Net<br> profit (loss) 865 544 2,621 2,476
Adjustments<br> to reconcile net profit (loss) to net cash provided by operating activities:
1,823 Depreciation,<br> depletion and amortization 1,842 1,842 5,538 5,728
323 Impairment<br> losses (impairment reversals) of tangible, intangible and right of use, net 181 140 822 1,643
(10) Write-off<br> of tangible and intangible assets 11 57 (2) 160
(303) Share<br> of (profit) loss of equity-accounted investments (359) (180) (1,008) (791)
(6) Gains<br> on disposal of assets, net (32) (382) (38) (566)
(100) Dividend<br> income (87) (45) (187) (130)
(94) Interest<br> income (121) (109) (323) (347)
300 Interest<br> expense 319 313 926 936
844 Income<br> taxes 780 1,104 2,859 3,969
(103) Other<br> changes (107) 80 (232) 129
1,176 Cash<br> flow from changes in working capital 195 1,298 387 260
(38) -<br> inventories (405) 113 (4) (337)
2,868 -<br> trade receivables 1,166 1,615 3,821 4,072
(1,545) -<br> trade payables (609) (1,260) (3,046) (3,211)
(276) -<br> provisions for contingencies (109) (57) (548) (358)
167 -<br> other assets and liabilities 152 887 164 94
(14) Net<br> change in the provisions for employee benefits (63) (64) (55) (95)
512 Dividends<br> received 417 305 1,296 1,409
52 Interest<br> received 51 69 168 239
(386) Interest<br> paid (242) (240) (990) (994)
(1,058) Income<br> taxes paid, net of tax receivables received (572) (1,735) (2,802) (4,554)
3,517 Net<br> cash provided by operating activities 3,078 2,997 8,980 9,472
(2,433) Cash<br> flow from investing activities (2,494) (2,539) (7,029) (8,965)
(2,021) -<br> tangible assets (2,061) (1,884) (5,768) (5,605)
-<br> prepaid right of use (2) (5)
(125) -<br> intangible assets (117) (117) (375) (348)
-<br> consolidated subsidiaries and businesses net of cash and cash equivalent acquired (2) (1,844)
(100) -<br> investments (229) (74) (580) (540)
(23) -<br> securities and financing receivables held for operating purposes (8) (47) (43) (96)
(164) -<br> change in payables in relation to investing activities (79) (413) (263) (527)
187 Cash<br> flow from disposals 1,430 669 1,750 1,510
65 -<br> tangible assets 1,351 6 1,417 219
-<br> intangible assets 3 17 3 19
-<br> consolidated subsidiaries and businesses net of cash and cash equivalent disposed of 991 991
18 -<br> investments 52 45 70 457
4 -<br> securities and financing receivables held for operating purposes 7 23 23 43
100 -<br> change in receivables in relation to disposals 17 (413) 237 (219)
10 Net<br> change in receivables and securities not held for operating purposes (459) 255 (649) 135
(2,236) Net<br> cash used in investing activities (1,523) (1,615) (5,928) (7,320)

All values are in Euros.

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GROUP CASH FLOW STATEMENT (continued)

Q2 Q3 Nine months
2025 (<br> million) 2025 2024 2025 2024
2,223 Increase<br> in long-term debt 1,514 66 5,235 3,366
(1,985) Payment<br> of long-term debt (2,908) (1,030) (7,711) (3,618)
(300) Payment<br> of lease liabilities (303) (262) (978) (933)
(555) Increase<br> (decrease) in short-term financial debt 1,297 (1,099) 1,055 (367)
(759) Dividends<br> paid to Eni's shareholders (781) (779) (2,305) (2,274)
(20) Dividends<br> paid to non-controlling interests (30) (16) (63) (45)
Net<br> capital issuance from non-controlling interest (1) 709 589
601 Disposal<br> (acquisition) of additional interests in consolidated subsidiaries (4) 3,069 (4)
(280) Net<br> purchase of treasury shares (560) (570) (1,226) (1,136)
Issue<br> of perpetual hybrid bonds (1) 1,549 230 1,549
Other<br> contributions 9 14
(65) Interest<br> payment of perpetual hybrid bond (105) (87)
(1,140) Net<br> cash used in financing activities (1,772) (2,146) (2,081) (2,946)
(121) Effect<br> of exchange rate changes on cash and cash equivalents and other changes 2 (89) (202) (44)
20 Net<br> increase (decrease) in cash and cash equivalents (215) (853) 769 (838)
9,147 Cash<br> and cash equivalents - beginning of the period 9,167 10,220 8,183 10,205
9,167 Cash<br> and cash equivalents - end of the period 8,952 9,367 8,952 9,367

All values are in Euros.

Capital expenditure

Q2 Q3 Nine months
2025 (€<br> million) 2025 2024 var % 2025 2024 % Ch.
1,336 Exploration &<br> Production 1,535 1,384 11 4,310 4,270 1
79 of which: - exploration 63 67 (6) 229 347 (34)
1,241 - oil & gas development 1,345 1,304 3 3,931 3,893 1
25 Global<br> Gas & LNG Portfolio and Power 14 22 (36) 51 67 (24)
9 - Global Gas & LNG Portfolio 2 10 (80) 11 15 (27)
16 - Power 12 12 - 40 52 (23)
264 Enilive<br> and Plenitude 288 290 (1) 729 895 (19)
68 - Enilive 98 100 (2) 199 224 (11)
196 - Plenitude 190 190 - 530 671 (21)
175 Refining<br> and Chemicals 142 163 (13) 430 453 (5)
132 - Refining 97 110 (12) 303 295 3
43 - Chemicals 45 53 (15) 127 158 (20)
153 Corporate<br> and other activities 51 149 (66) 304 285 7
1 Impact<br> of unrealized intragroup profit elimination (13) (7) (86) (34) (17) ..
1,954 Capital expenditure ^(a)^ 2,017 2,001 1 5,790 5,953 (3)
(a) Expenditures to purchase plant and equipment from suppliers whose payment terms matched classification as financing payables, have been recognized among other changes of the reclassified cash flow statements and are not reported in the table above (€270 mln and €572 mln in the third quarter 2025 and 2024, respectively, €1,023 mln and €1,628 mln in the nine months 2025 and the nine months 2024, respectively, and €327 mln in the second quarter 2025).
---

In the nine months ’25, capital expenditure amounted to €5,790 mln (€5,953 mln in the nine months ’24) decreasing by 2.7% y-o-y, in particular:

• in the Exploration & Production, capital expenditure (€4,310 mln) was mainly related to oil&gas development activities in particular in the United Arab Emirates, Libya, Indonesia, Egypt, Italy and Congo;

• in the Enilive and Plenitude segment, Plenitude’s capital expenditure (€530 mln) related to development activities in the renewable business, acquisition of new customers, as well as development of electric vehicles network infrastructure, while Enilive capital expenditure (€199 mln) mainly related to biorefineries and marketing activity in Italy and in the rest of Europe, regulation compliance and stay-in-business initiatives in the retail network, as well as HSE initiatives;

• in the Refining and Chemicals segment mainly related to traditional refining in Italy (€303 mln) specifically to the new Livorno biorefinery, maintenance and stay-in-business as well as to the chemical business (€127 mln) and regarded the circular economy and asset integrity;

• in the Corporate and other activities mainly related to the CCUS and agri-business projects (€184 mln).

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Exploration & Production

PRODUCTIONOF OIL AND NATURAL GAS BY REGION

Q2 Q3 Nine months
2025 2025 2024 2025 2024
65 Italy (kboe/d) 62 60 66 64
243 Rest<br> of Europe 287 225 256 247
515 North<br> Africa 529 576 524 597
336 Sub-Saharan<br> Africa 340 309 333 304
161 Kazakhstan 154 150 163 157
208 Rest<br> of Asia 235 204 214 202
132 Americas 143 134 130 130
8 Australia<br> and Oceania 6 3 5 3
1,668 Production of oil and natural gas ^(a)(b)^ 1,756 1,661 1,691 1,704
432 - of which Joint Ventures and associates 493 380 452 388
136 Production sold ^(a)^ (mmboe) 143 138 413 426

PRODUCTIONOF LIQUIDS BY REGION

Q2 Q3 Nine months
2025 2025 2024 2025 2024
26 Italy (kbbl/d) 25 27 26 27
150 Rest<br> of Europe 193 127 161 135
173 North<br> Africa 175 175 173 180
194 Sub-Saharan<br> Africa 193 175 190 174
115 Kazakhstan 112 107 116 111
99 Rest<br> of Asia 85 94 92 90
68 Americas 77 70 66 66
Australia<br> and Oceania - -
825 Production of liquids 860 775 824 783
238 - of which Joint Ventures and associates 283 205 250 210

PRODUCTIONOF NATURAL GAS BY REGION

Q2 Q3 Nine months
2025 2025 2024 2025 2024
208 Italy (mmcf/d) 190 178 212 193
487 Rest<br> of Europe 491 513 497 587
1,786 North<br> Africa 1,851 2,105 1,836 2,186
745 Sub-Saharan<br> Africa 769 698 747 679
240 Kazakhstan 221 222 248 238
571 Rest<br> of Asia 787 576 634 584
338 Americas 346 332 335 339
40 Australia<br> and Oceania 32 14 26 15
4,415 Production of natural gas 4,687 4,638 4,535 4,821
1,019 - of which Joint Ventures and associates 1,096 916 1,060 934

(a) Includes Eni’s share of production of equity-accounted entities.

(b) Includes volumes of hydrocarbons consumed in operation (129 and 125 kboe/d in the third quarter of 2025 and 2024, respectively, 131 and 125 kboe/d in the nine months of 2025 and 2024, respectively, and  133 kboe/d in the second quarter of 2025).

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