Form 8-K

8-K — AleAnna, Inc.

Accession: 0001213900-26-088659

Filed: 2026-08-13

Period: 2026-08-13

CIK: 0001845123

SIC: 1311 (CRUDE PETROLEUM & NATURAL GAS)

Item: Results of Operations and Financial Condition

Item: Financial Statements and Exhibits

Documents

8-K — ea0301798-8k_aleanna.htm (Primary)

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UNITED

STATES

SECURITIES

AND EXCHANGE COMMISSION

Washington,

D.C. 20549

FORM

8-K

CURRENT

REPORT

Pursuant

to Section 13 or 15(d) of the

Securities

Exchange Act of 1934

Date

of Report (Date of earliest event reported): August 13, 2026

ALEANNA,

INC.

(Exact

name of registrant as specified in its charter)

Delaware

001-41164

98-1582153

(State

or other jurisdiction

(Commission

File Number)

(IRS

Employer

incorporation)

Identification

No.)

300

Crescent Court, Suite 1860

Dallas, Texas

75201

(Address

of principal executive offices)

(Zip

Code)

Registrant’s

telephone number, including area code: (469) 398-2200

(Former

name or former address, if changed since last report)

Not

Applicable

Check

the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under

any of the following provisions (see General Instruction A.2. below):

☐

Written

communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐

Soliciting

material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐

Pre-commencement

communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐

Pre-commencement

communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities

registered pursuant to Section 12(b) of the Act:

Title

of each class

Trading

Symbol(s)

Name

of each exchange on which registered

Class

A Common Stock, par value $0.0001 per share

ANNA

The

Nasdaq Stock Market LLC

Warrants,

each whole warrant exercisable for one share of Class A Common Stock

ANNAW

The

Nasdaq Stock Market LLC

Indicate

by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405

of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging

growth company ☒

an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying

with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item

2.02 Results

of Operations and Financial Condition.

August 13, 2026, AleAnna, Inc. (the “Company”) issued a press release announcing its financial results for the quarter ended

June 30, 2026. A copy of the Company’s press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated

by reference herein.

The

information in this Current Report on Form 8-K, including Exhibit 99.1 furnished hereto, shall not be deemed “filed” for

purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the

liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended,

or the Exchange Act, except as expressly set forth in such filing.

Item

9.01 Financial

Statements and Exhibits.

(d)

Exhibits

Exhibit

No.

Description

99.1

Press Release, issued August 13, 2026 (furnished pursuant to Item 7.01).

104

Cover

Page Interactive Data File (embedded within the Inline XBRL document).

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 authorized.

Date:

August 13, 2026

AleAnna,

Inc.

By:

/s/

Ivan Ronald

Name:

Ivan

Ronald

Title:

Chief

Financial Officer

EX-99.1 — PRESS RELEASE, ISSUED AUGUST 13, 2026 (FURNISHED PURSUANT TO ITEM 7.01)

EX-99.1

Filename: ea030179801ex99-1.htm · Sequence: 2

Exhibit 99.1

AleAnna, Inc. Reports Second Quarter 2026 Results

AleAnna, Inc. reports positive Adjusted EBITDA[1]

and net income for the fifth consecutive quarter

DALLAS – August 13, 2026 – AleAnna,

Inc. (“AleAnna” or “the Company”) (NASDAQ: ANNA) today announced financial and operational results for the second

quarter of 2026. AleAnna reported net income of $3.8 million and Adjusted EBITDA[1] of $4.1 million. AleAnna closed the period

with a strong cash position of $32.6 million, supporting ongoing development activity and future strategic initiatives.

Financial and Operational Update

Following production ramp-up and stabilization

at the Longanesi field during 2025, the Company recognized approximately $9.5 million of Conventional segment revenue during the second

quarter of 2026 from sales of its share of production from the Longanesi field.

In the second quarter of 2026, the Company reported

net income of $3.8 million and Adjusted EBITDA[1] of $4.1 million, compared to approximately $0.6 million and $0.8 million,

respectively, in the same period of 2025.

During the first quarter of 2026, the Company

announced significant increases in Proved Reserves Volumes in its year-end 2025 Third-Party Reserves Report from DeGolyer and MacNaughton,

which reported an increase of Total Proved Reserves by 47% as compared to year-end 2024 after adjusting for 2025 production volumes.

Longanesi production and development

The Company successfully commenced production

from its Longanesi field during 2025. In the first six months of 2026, the field has continued to perform strongly, delivering solid production

volumes and consistent operational performance.

During the six months ended June 30, 2026 construction

activities continued on the permanent production facility for the Longanesi concession, which is being developed together with the joint

venture partner and operator. The transition from the existing temporary production facilities to permanent production infrastructure

represents an important milestone in the maturation of the concession and is expected to support its long-term development. Upon completion,

the permanent facility is expected to improve production operations and provide a stronger foundation for the continued development of

one of the Company’s core assets.

[1] This is a non-GAAP financial measure.

Refer to Non-GAAP Performance Measures and Definitions for further details.

Gradizza development

During the second quarter of 2026, AleAnna commenced

construction activities at the Gradizza field development project, representing a significant milestone in the advancement of our Italian

conventional natural gas portfolio. Gradizza is expected to become AleAnna’s first wholly owned and operated production asset and

reflects our strategy of increasing exposure to operated assets with long-term production potential. The commencement of construction

follows the completion of key permitting and development activities, marking the transition of the project from the planning and authorization

phase into execution. We believe the advancement of Gradizza further strengthens the portfolio of producing and development-stage assets

and supports our objective of creating long-term value through the development of strategically positioned domestic natural gas resources.

Management Commentary

Marco Brun, Chief Executive Officer, commented

on AleAnna’s recent accomplishments: “We continued to deliver strong financial results, generating approximately $4.1 million

of Adjusted EBITDA¹, primarily driven by production from the Longanesi field. Since commencing production last year, Longanesi has

continued to perform well, and the field remains on track to outperform our initial expectations.

At the same time, we continue to execute on our

broader growth strategy. With a solid balance sheet, positive cash flow, and a growing asset base, we believe AleAnna is well-positioned

to deliver sustainable long-term value for our shareholders. In the current energy environment, we also believe the Company is uniquely

positioned to contribute to Italy’s energy security through increased domestic natural gas production while creating meaningful

value for our stakeholders.”

About AleAnna

AleAnna is a technology-driven energy company,

focused on growing gas production in Italy and helping drive Italy’s energy future. Further details can be found on our website

at www.aleannainc.com/AboutAleAnna.

Forward-Looking Statements

The information included herein contains “forward-looking

statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange

Act of 1934, as amended. Certain statements, other than statements of present or historical fact included herein regarding AleAnna’s

future operations, production, financial position, plans and objectives are forward-looking statements. AleAnna’s actual results

and financial condition may differ materially from those indicated in the forward-looking statements. Therefore, you should not rely on

any of these forward-looking statements, which speak only as of the date made. A list and descriptions of these risks, uncertainties and

other factors can be found in AleAnna’s most recent Annual Report on Form 10-K, including in the sections captioned “Cautionary

Note Regarding Forward-Looking Statements” and “Item 1A. Risk Factors,” and in AleAnna’s subsequent Quarterly

Reports on Form 10-Q and other filings with the Securities Exchange Commission (“SEC”). SEC filings are available on the SEC’s

website at www.sec.gov. Except as otherwise required by applicable law, AleAnna disclaims any duty to update any forward-looking statements,

all expressly qualified by the statements in this section, to reflect events or circumstances after the date hereof.

Investor Relations Contact

Ivan Ronald

ironald@aleannagroup.com

Website

https://www.aleannainc.com/

ALEANNA, INC.

CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE

INCOME (LOSS)

(UNAUDITED)

For the Three Months Ended

June 30,

For the Six Months Ended

June 30,

2026

2025

2026

2025

Revenues

$ 10,215,119

$ 4,030,410

$ 19,558,636

$ 4,675,010

Operating expenses (income):

Cost of revenues

1,467,135

301,521

3,018,130

1,139,916

Lease operating expense

1,828,081

1,094,407

3,143,185

1,094,407

General and administrative

4,062,501

1,790,053

6,278,074

5,114,898

Depreciation and depletion

881,978

229,430

2,060,430

302,536

Accretion and remeasurement of asset retirement obligation

62,151

31,696

(551,537 )

65,201

Total operating expenses

8,301,846

3,447,107

13,948,282

7,716,958

Operating income (loss)

1,913,273

583,303

5,610,354

(3,041,948 )

Other income:

Interest and other income

148,439

154,031

288,276

391,636

Total other income

148,439

154,031

288,276

391,636

Income (loss) before income taxes

2,061,712

737,334

5,898,630

(2,650,312 )

Income tax benefit (expense)

1,737,236

(92,671 )

1,299,839

(44,395 )

Net income (loss)

3,798,948

644,663

7,198,469

(2,694,707 )

Net (income) loss attributable to noncontrolling interests

(1,441,359 )

(295,720 )

(2,767,011 )

1,037,511

Net income (loss) attributable to Class A Common stockholders

$ 2,357,589

$ 348,943

$ 4,431,458

$ (1,657,196 )

Other comprehensive (loss) income

Currency translation adjustment

$ (310,197 )

$ 2,941,883

$ (1,381,850 )

$ 4,081,186

Comprehensive income

3,488,751

3,586,547

5,816,619

1,386,480

Comprehensive (income) attributable to noncontrolling interests

(1,320,206 )

(1,444,733 )

(2,227,301 )

(556,481 )

Total comprehensive income attributable to Class A Common stockholders

$ 2,168,545

$ 2,141,814

$ 3,589,318

$ 829,999

Weighted average shares of Class A Common Stock outstanding, basic and diluted

40,901,518

40,615,773

40,781,367

40,596,209

Net income (loss) per share of Class A Common Stock, basic and diluted

$ 0.06

$ 0.01

$ 0.11

$ (0.04 )

ALEANNA, INC.

CONSOLIDATED BALANCE SHEETS (UNAUDITED)

June 30,

2026

December 31,

2025

ASSETS

Current Assets:

Cash and cash equivalents

$ 32,619,509

$ 31,826,830

Restricted cash

1,266,155

1,304,129

Accounts receivable

4,656,969

1,959,001

Prepaid expenses and other assets

3,148,864

1,528,622

Total Current Assets

41,691,497

36,618,582

Non-current assets:

Natural gas and other properties, successful efforts method, net of accumulated depreciation and depletion of $4,237,638 and $2,932,984, respectively

44,207,283

42,553,580

Renewable natural gas properties, net of accumulated depreciation of $677,324 and $508,583, respectively

10,448,043

10,744,121

Value-added tax refund receivable

8,519,009

9,589,576

Operating lease right-of-use assets

113,715

1,790,461

Deferred tax assets

2,318,090

Total Non-current Assets

65,606,140

64,677,738

Total Assets

$ 107,297,637

$ 101,296,320

LIABILITIES AND STOCKHOLDERS’ EQUITY

Current Liabilities:

Accounts payable and accrued expenses

$ 8,531,080

$ 6,776,384

Income tax payable

1,451,851

417,568

Lease liability, short-term

152,213

200,419

Contingent consideration liability, short-term

11,823,719

11,576,846

Total Current Liabilities

21,958,863

18,971,217

Non-current Liabilities:

Asset retirement obligation

3,024,648

4,507,921

Deferred tax liability

870,618

897,812

Lease liability, long-term

1,588,243

Contingent consideration liability, long-term

15,549,179

16,651,065

Total Non-current Liabilities

19,444,445

23,645,041

Total Liabilities

41,403,308

42,616,258

Commitments and Contingencies

Stockholders’ Equity:

Class A Common Stock, par value $0.0001 per share, 150,000,000 shares authorized, 40,940,000 and 40,659,881 shares issued and outstanding as of June 30, 2026 and December 31, 2025, respectively

4,094

4,066

Class C Common Stock, par value $0.0001 per share, 70,000,000 shares authorized, 25,994,400 shares issued and outstanding as of June 30, 2026 and December 31, 2025, respectively

2,599

Additional paid-in capital

230,037,906

228,640,286

Accumulated other comprehensive loss

(4,783,528 )

(3,941,388 )

Accumulated deficit

(184,817,385 )

(189,248,843 )

Noncontrolling interest

25,450,643

23,223,342

Total Stockholders’ Equity

65,894,329

58,680,062

Total Liabilities and Stockholders’ Equity

$ 107,297,637

$ 101,296,320

Non-GAAP Performance Measures and Definitions

In addition to amounts presented in accordance

with generally accepted accounting principles in the United States of America (“GAAP”), we also present certain supplemental

non-GAAP performance measures. We believe that the presentation of non-GAAP financial measures provides both management and investors

with a greater understanding of the Company’s operating results and trends in addition to the results measured in accordance with

GAAP and provides greater comparability across time periods. These measures are not to be considered more relevant or accurate than the

measures presented in accordance with GAAP. The non-GAAP financial measures do not have any standardized meaning and are therefore unlikely

to be comparable to similarly titled measures used by other companies. In compliance with the requirements of the SEC, our non-GAAP measures

are reconciled to net income, the most directly comparable GAAP performance measure. For all non-GAAP measures, neither the SEC nor any

other regulatory body has passed judgment on these non-GAAP measures.

EBITDA and Adjusted EBITDA

EBITDA and Adjusted EBITDA are both non-GAAP financial

measures. EBITDA is calculated as net income (loss) before interest expense and other income, taxes, depreciation, depletion and amortization.

The purpose of presenting EBITDA and Adjusted EBITDA is to highlight earnings without finance, taxes, and depreciation and depletion expense,

as well as stock compensation and transaction expense, and its use is limited to specialized analysis. We adjust EBITDA for stock compensation

and one-off activities such as the remeasurement of the asset retirement obligation to reach Adjusted EBITDA. We present EBITDA and Adjusted

EBITDA because we believe it provides useful additional information to investors for specialized analysis of our performance across reporting

periods on a consistent basis by excluding items that we do not believe are indicative of our core operating performance, such as transactions

expenses, share-based compensation, and other non-recurring costs.

The following table presents a reconciliation

of Adjusted EBITDA to net income for the three and six months ended June 30, 2026 and 2025:

Three Months Ended

Six Months Ended

June 30,

2026

June 30,

2025

June 30,

2026

June 30,

2025

Net Income (loss)

$ 3,798,948

$ 644,663

$ 7,198,469

$ (2,694,707 )

Add (deduct):

Interest

(148,439 )

(154,031 )

(288,276 )

(391,636 )

Tax (benefit) expense

(1,737,236 )

92,671

(1,299,839 )

44,395

Depreciation and depletion

881,978

229,430

2,060,430

302,536

EBITDA

$ 2,795,251

$ 812,733

$ 7,670,784

$ (2,739,412 )

Add (deduct):

Remeasurement of asset retirement obligation

(639,575 )

Stock compensation expense

1,347,671

1,398,702

Adjusted EBITDA

$ 4,142,922

$ 812,733

$ 8,429,911

$ (2,739,412 )

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Cover

Aug. 13, 2026

Document Type

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Document Period End Date

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Entity File Number

001-41164

Entity Registrant Name

ALEANNA,

INC.

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Entity Tax Identification Number

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300

Crescent Court

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City Area Code

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Local Phone Number

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Security Exchange Name

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- Definition

Name of the Exchange on which a security is registered.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection d1-1

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Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as soliciting material pursuant to Rule 14a-12 under the Exchange Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

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-Name Exchange Act

-Number 240

-Section 14a

-Subsection 12

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Trading symbol of an instrument as listed on an exchange.

+ References

No definition available.

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- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as written communications pursuant to Rule 425 under the Securities Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Securities Act

-Number 230

-Section 425

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