Enel Expands Treasury Share Position Under 2026 Buyback Program
Enel S.p.A., one of Europe’s largest integrated energy companies, has continued to execute its previously announced share buyback program, reinforcing its commitment to long-term shareholder value and employee incentive alignment. Between February 9 and February 13, 2026, the company purchased a total of 371,800 of its own ordinary shares on the Euronext Milan market, at a volume-weighted average price of €9.4901 per share. The total consideration for the transaction amounted to €3,528,418.30.
The purchases were carried out on the Euronext Milan market, which is organized and managed by Borsa Italiana S.p.A., and were executed through an authorized intermediary acting on behalf of the company. This transaction represents a continuation of the buyback initiative announced on January 9, 2026, under which Enel began repurchasing treasury shares to support its Long-Term Incentive Plan 2025.
Background of the Share Buyback Program
The current program stems from the authorization granted by Enel’s Shareholders’ Meeting held on May 22, 2025. During that meeting, shareholders approved a resolution allowing the company to repurchase its own shares for specific strategic purposes. One of the primary objectives of this authorization was to support the company’s Long-Term Incentive Plan 2025, which is designed to align the interests of management and key employees with those of shareholders over an extended period.
Share buyback programs are a common corporate finance tool used by large public companies. Through such programs, a company repurchases its own shares from the open market, thereby reducing the number of shares outstanding or holding them as treasury shares for future use. In Enel’s case, the shares acquired are intended to service equity-based compensation under the incentive plan, rather than to be canceled or used for other capital management purposes.
Purpose of the Long-Term Incentive Plan 2025
The Long-Term Incentive Plan 2025 is part of Enel’s broader strategy to attract, motivate, and retain key personnel while fostering a culture of long-term value creation. Such plans typically provide equity-linked rewards, such as performance shares or stock options, that vest over several years and are contingent upon the achievement of predefined financial, operational, or sustainability targets.
By linking compensation to the company’s share performance and strategic milestones, Enel aims to ensure that executives and employees focus on sustainable growth, operational efficiency, and the successful execution of the company’s energy transition strategy. The acquisition of treasury shares ensures that the company has a sufficient pool of shares available to meet its obligations under the plan without needing to issue new shares that could dilute existing shareholders.
Details of the February 2026 Transactions
During the five-day trading period from February 9 through February 13, 2026, Enel acquired a total of 371,800 shares. The purchases were executed at a volume-weighted average price of €9.4901 per share. This method of pricing reflects the average price at which the shares were traded during the period, weighted by the volume of each transaction, and is commonly used to provide a fair representation of the market price.
The total consideration paid for the shares was €3,528,418.30. These purchases were conducted in accordance with applicable regulations governing share buyback programs, including market abuse and transparency rules. The company relied on an intermediary to execute the trades, ensuring that the purchases were carried out independently and within the parameters established by the program.
According to the information provided by the intermediary, a detailed breakdown of daily transactions was compiled, summarizing the number of shares purchased and the corresponding prices for each trading day during the period. This level of disclosure is intended to provide transparency to investors and regulators regarding the execution of the buyback program.
Regulatory and Market Context
Share repurchase programs in European markets are subject to strict regulatory frameworks designed to prevent market manipulation and ensure transparency. Companies must operate within defined limits on price, volume, and timing, and they are required to disclose their transactions on a regular basis.
Enel’s program follows these rules, including the use of an independent intermediary to execute trades. This approach helps maintain market integrity by preventing the company from directly influencing the trading of its own shares.
Furthermore, buyback programs must comply with the safe harbor provisions under European Union regulations, which provide certain protections to companies conducting share repurchases, provided they adhere to the specified conditions.
Strategic Implications for Enel
The continued execution of the buyback program highlights Enel’s focus on long-term value creation and corporate governance best practices. By acquiring shares to service its incentive plans, the company demonstrates its intention to align executive and employee interests with those of shareholders.
Such alignment is particularly important in the context of Enel’s strategic transformation. The company has been pursuing an ambitious agenda centered on renewable energy expansion, grid modernization, digitalization, and decarbonization. These initiatives require sustained investment, operational discipline, and strong leadership.
Long-term incentive plans tied to performance metrics help ensure that management remains focused on achieving the company’s strategic objectives. By using treasury shares to satisfy these incentives, Enel avoids unnecessary dilution while maintaining flexibility in its capital structure.
Impact on Shareholders
For shareholders, the buyback program is generally viewed as a neutral to positive development. Since the shares are being held as treasury stock for incentive plan purposes, they do not immediately reduce the total number of outstanding shares in the market. However, the program does signal that the company is actively managing its equity resources and planning ahead for future compensation obligations.
Moreover, the use of buybacks to support incentive plans can be seen as a prudent alternative to issuing new shares. Issuing new shares would increase the total share count and potentially dilute existing shareholders’ ownership percentages. By contrast, repurchasing shares from the market helps maintain or stabilize the share base.
Transparency and Ongoing Reporting
As part of its commitment to transparency, Enel provides regular updates on the progress of its share buyback program. These updates typically include the number of shares purchased, the average purchase price, the total consideration, and the cumulative number of treasury shares held by the company.
Such disclosures allow investors to track the program’s execution and understand how it may affect the company’s capital structure and financial metrics over time.
The detailed daily transaction data provided by the intermediary is also made available, offering a comprehensive view of the purchases conducted during each trading session.
Outlook for the Buyback Program
The February 2026 purchases represent only a portion of the overall buyback program authorized by shareholders. The program is expected to continue in accordance with the approved limits and timelines, subject to market conditions and the company’s strategic needs.
As Enel continues to implement its Long-Term Incentive Plan 2025, further acquisitions of treasury shares may occur to ensure sufficient coverage for future vesting events. The pace and scale of purchases will depend on factors such as share price movements, trading volumes, and the company’s internal requirements.
