Business Context and Reporting Period
Company: Eni S.p.A.
Filing Type: Form 6-K (Report of Foreign Issuer)
Reporting Period: February 16, 2026, to February 18, 2026
Subject: Termination of the 2025 Treasury Share Buyback Programme and report on final transactions.
Key Financial Metrics
This filing reports on capital allocation activities rather than operational financial performance (revenue, profit, or cash flow are not disclosed in this document).
- Programme Total Consideration: EUR 1,799,999,988.06 (approx. EUR 1.8 billion).
- Total Shares Acquired (Programme): 118,782,928 shares (3.77% of share capital).
- Period Specific Acquisition (Feb 16-18): 1,189,467 shares (0.04% of share capital).
- Period Specific Cost: EUR 21,674,131.24.
- Weighted Average Price (Period): EUR 18.2217 per share.
- Total Treasury Holdings: 205,610,942 shares (6.53% of share capital), including shares to be cancelled and those held for employee incentive plans.
Material Changes and Programme Status
On February 18, 2026, Eni formally terminated its 2025 buyback programme, which was approved by the Shareholders' Meeting on May 14, 2025. The programme was executed to provide additional remuneration to shareholders beyond standard dividends. The 118,782,928 shares acquired under this specific programme are scheduled to be cancelled in accordance with the terms resolved by the Shareholders' Meeting.
Management Commentary and Outlook
The filing confirms the successful execution of the capital return strategy approved in May 2025. Management notes that the acquired shares will be cancelled, thereby reducing the share capital. The filing does not provide forward-looking guidance, risk factors, or commentary on operational outlook, as it is strictly a regulatory report on share repurchase activity.
Investor Verification Checklist
- Verify the cancellation of the 118,782,928 treasury shares to confirm the reduction in outstanding share capital.
- Confirm the impact of the share cancellation on Earnings Per Share (EPS) and dividends per share in future reports.
- Review the total treasury holding of 6.53% to distinguish between shares held for cancellation versus those reserved for the "Long-Term Incentive Plan 2020-2022" and "Employee Stock Ownership Plan."
- Monitor the weighted average purchase price of EUR 18.2217 against current market prices to assess the efficiency of the capital return.