Form 8-K

8-K — AleAnna, Inc.

Accession: 0001213900-26-036603

Filed: 2026-03-31

Period: 2026-03-30

CIK: 0001845123

SIC: 1311 (CRUDE PETROLEUM & NATURAL GAS)

Item: Results of Operations and Financial Condition

Item: Financial Statements and Exhibits

Documents

8-K — ea0283279-8k_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):

March 30, 2026

ALEANNA, INC.

(Exact name of registrant as specified in its charter)

Delaware

001-41164

98-1582153

(State or other jurisdiction of

(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 ☒

If 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.

On March 30, 2026, AleAnna,

Inc. (the “Company”) issued a press release announcing its financial results for the quarter and year ended December 31, 2025.

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 March 30, 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: March 30, 2026

AleAnna, Inc.

By:

/s/ Ivan Ronald

Name:

Ivan Ronald

Title:

Chief Financial Officer

EX-99.1 — PRESS RELEASE, ISSUED MARCH 30, 2026

EX-99.1

Filename: ea028327901ex99-1.htm · Sequence: 2

Exhibit 99.1

AleAnna, Inc. Reports Fourth Quarter and Full Year

2025 Results

AleAnna, Inc. reports positive Adjusted EBITDA[1]

and net income for the third consecutive quarter.

DALLAS – March 30, 2026 – AleAnna,

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

quarter and full year of 2025. AleAnna reported full year net income of $2.9 million and Adjusted EBITDA[1] of $6.6 million.

Fourth Quarter 2025 Results and

Recent Company Highlights:

● AleAnna generated $0.3 million of net income and $3.0 million of Adjusted EBITDA in the fourth

quarter driven by strong production at the Longanesi field generating $9.1 million of revenue in the quarter.

● AleAnna closed the period with a strong cash position of $31.8 million, supporting ongoing development activity and future strategic

initiatives.

● Gradizza Concession secured which represents a first milestone within

a broader growth and value creation Program.

● Following successful establishment of production at Longanesi, and completion of an extensive technical study, AleAnna’s reserves

have increased significantly.

Financial and Operational

Update

Following production ramp-up and rate stabilization at the Longanesi

field during the first half of 2025, the Company recognized $8.5 million of revenue during the fourth quarter of 2025 from sales of its

share of production from the Longanesi field.

During the fourth quarter, AleAnna

generated $3.0 million of Adjusted EBITDA[1].

During the second quarter, the Company

commenced daily production from its Longanesi field, with the ramp-up significantly exceeding expectations in both timing and volume.

Total production stabilized at approximately 25-30 million cubic feet per day after approximately six weeks. The stabilized production

rate is slightly higher than AleAnna’s budgeted maximum production rate for 2025. All five of Longanesi’s wells are currently

contributing to production.

Management Commentary

Marco Brun, Chief Executive Officer, remarked on AleAnna’s recent

accomplishments: “The fourth quarter marks another significant milestone for AleAnna as we continued to realize strong performance

from our Longanesi field generating approximately $3.0 million of Adjusted EBITDA[1]. We are on track to exceed our expectations

for the performance of the Longanesi field.

[1] This is a non-GAAP financial

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

In parallel, we continue to deliver

on our plan to advance our broader growth strategy across both conventional and renewable natural gas. With a solid balance sheet, positive

cash flow, and a growing asset base, we are well-positioned to deliver sustainable value creation for our shareholders.”

About AleAnna

AleAnna is a technology-driven energy company focused on bringing sustainability

and new supplies of low-carbon natural gas and renewable natural gas (“RNG”) to Italy, aligning traditional energy operations

with renewable solutions, with developments like the Longanesi field leading the way in supporting a responsible energy transition. With

three conventional gas discoveries in Italy already made and fourteen new natural gas exploration projects planned this decade, AleAnna

plays a significant role in Italy’s energy transition. Italy’s extensive infrastructure, featuring 33,000 kilometers of gas

pipelines, three major gas storage facilities, and a strong base of existing RNG facilities, aligns with AleAnna’s commitment to

sustainability. AleAnna’s RNG projects’ portfolio includes three plants under development and almost 100 potential projects.

AleAnna operates regional headquarters in Dallas, Texas, and Rome and Milan, Italy.

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, financial position, plans and

objectives are forward-looking statements. When used herein, including any statements made in connection herewith, the words

“could,” “should,” “will,” “may,” “believe,” “anticipate,”

“intend,” “estimate,” “expect,” “project,” and other similar expressions are

forward-looking statements. However, not all forward-looking statements contain such identifying words. Forward-looking statements

are neither historical facts nor assurances of future performance. Instead, they are based only on AleAnna’s current beliefs,

expectations and assumptions regarding the future of its business, future plans and strategies, the economy and other future

conditions. Because forward-looking statements relate to the future, they are subject to inherent uncertainties, risks and changes

in circumstances that are difficult to predict and many of which are outside of AleAnna’s control. 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. Important factors that could cause our

actual results and financial condition to differ materially from those indicated in the forward-looking statements include, but are

not limited to, those under “Item 1A. Risk Factors” in AleAnna’s most recent Annual Report on Form 10-K, any

subsequent Quarterly Reports on Form 10-Q, and in other public filings with the SEC, as well as general economic conditions;

AleAnna’s need for additional capital; risks associated with the growth of AleAnna’s business; and changes in the

regulatory environment in which AleAnna operates. Additional information concerning these and other factors that may impact

AleAnna’s expectations and projections can be found in filings it makes with the SEC, and other documents filed or to be filed

with the SEC by AleAnna. 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)

FOR THE THREE AND TWELVE MONTHS ENDED DECEMBER 31, 2025 AND 2024

For the Three Months Ended December 31,

For the Year Ended

December 31,

2025

2024

(unaudited)

2025

2024

Revenues

$ 9,135,859

$ 771,702

$ 25,035,737

$ 1,420,030

Operating expenses:

Cost of revenues

2,900,370

504,567

6,195,475

1,043,174

Lease operating expense

1,459,062

3,207,562

General and administrative

2,478,704

1,790,254

9,664,653

6,264,087

Depreciation and depletion

2,048,341

82,205

2,933,481

133,516

Accretion of asset retirement obligation

33,483

33,309

132,002

133,239

Business combination transaction expenses

8,398,653

Total operating expenses

8,919,960

10,808,988

22,133,172

15,972,669

Operating income (loss)

215,899

(10,037,286 )

2,902,565

(14,552,639 )

Other income:

Interest and other income

704,608

622,621

1,242,899

1,948,281

Change in fair value of derivative liability

173,177

Total other income

704,608

622,621

1,242,899

2,121,458

Income (loss) before income taxes

920,507

(9,414,665 )

4,145,464

(12,431,181 )

Income tax expense

(662,409 )

(1,263,396 )

Net income (loss)

258,098

(9,414,665 )

2,882,068

(12,431,181 )

Deemed dividend to Class 1 Preferred Units redemption value

(155,423,177 )

Net loss (income) attributable to noncontrolling interests

(115,690 )

87,511

(1,082,958 )

87,511

Net income (loss) attributable to Class A Common stockholders or holders of Common Member Units

$ 142,409

$ (9,327,154 )

$ 1,799,110

$ (167,766,847 )

Other comprehensive income (loss)

Currency translation adjustment

(686,222 )

(2,859,314 )

$ 4,111,281

$ (1,548,154 )

Comprehensive income (loss)

(428,124 )

(12,273,979 )

6,993,349

(13,979,335 )

Comprehensive loss (income) attributable to noncontrolling interests

(46,238 )

87,511

(3,332,249 )

87,511

Total comprehensive income (loss) attributable to Class A Common stockholders or holders of Common Member Units

$ (474,362 )

$ (12,186,468 )

$ 3,661,100

$ (13,891,824 )

ALEANNA, INC.

CONSOLIDATED BALANCE SHEETS

AS OF DECEMBER 31, 2025 and 2024

December 31,

2025

December 31,

2024

ASSETS

Current Assets:

Cash and cash equivalents

$ 31,826,830

$ 28,330,159

Restricted cash

1,304,129

Accounts receivable

1,959,001

1,225,297

Prepaid expenses and other assets

1,528,622

1,666,155

Total Current Assets

36,618,582

31,221,611

Non-current assets:

Natural gas and other properties, successful efforts method, net of accumulated depreciation and depletion

of $2,932,984 and $0, respectively

42,553,580

33,979,014

Renewable natural gas properties, net of accumulated depreciation of $508,583 and $132,094, respectively

10,744,121

9,296,039

Value-added tax refund receivable

9,589,576

6,845,030

Operating lease right-of-use assets

1,790,461

1,744,897

Total Non-current Assets

64,677,738

51,864,980

Total Assets

$ 101,296,320

$ 83,086,591

LIABILITIES AND STOCKHOLDERS’ EQUITY

Current Liabilities:

Accounts payable and accrued expenses

$ 6,776,384

$ 2,204,208

Income tax payable

417,568

Lease liability, short-term

200,419

163,865

Contingent consideration liability, short-term

11,576,846

Total Current Liabilities

18,971,217

2,368,073

Non-current Liabilities:

Asset retirement obligation

4,507,921

4,375,919

Deferred tax liability

897,812

Lease liability, long-term

1,588,243

1,579,443

Contingent consideration liability, long-term

16,651,065

24,994,315

Total Non-current Liabilities

23,645,041

30,949,677

Total Liabilities

42,616,258

33,317,750

Commitments and Contingencies

Stockholders’ Equity:

Class A Common Stock, par value $0.0001 per share, 150,000,000 shares authorized, 40,659,881 and 40,560,433

shares issued and outstanding as of December 31, 2025 and 2024, respectively

4,066

4,056

Class C Common Stock, par value $0.0001 per share, 70,000,000 shares authorized, 25,994,400 shares issued and outstanding as of December 31, 2025 and 2024, respectively

2,599

Additional paid-in capital

228,640,286

226,722,424

Accumulated other comprehensive loss

(3,941,388 )

(5,803,378 )

Accumulated deficit

(189,248,843 )

(191,047,953 )

Noncontrolling interest

23,223,342

19,891,093

Total Stockholders’ Equity

58,680,062

49,768,841

Total Liabilities and Stockholders’ Equity

$ 101,296,320

$ 83,086,591

ALEANNA, INC.

SEGMENT OPERATING RESULTS

Three Months Ended December 31, 2025

Conventional

Renewable

Total

Unaudited

Revenues

$ 8,476,797

$ 659,062

$ 9,135,859

Less:

Cost of revenues

1,599,978

1,300,392

Lease operating expense

1,459,062

Segment general and administrative

109,698

(264,602 )

Depreciation and depletion

1,958,416

89,925

Accretion of asset retirement obligation

33,483

Segment operating income (loss)

$ 3,316,160

$ (466,653 )

$ 2,849,507

Reconciling items:

Less: Corporate general and administrative

$ 2,633,608

Interest and other income

704,608

Income before income taxes

$ 920,507

Segment assets

$ 67,310,047

$ 16,133,887

$ 83,443,934

Corporate and other assets

17,852,386

Total assets

$ 101,296,320

Year Ended December 31, 2025

Conventional

Renewable

Total

Revenues

$ 22,369,981

$ 2,665,756

$ 25,035,737

Less:

Cost of revenues

$ 2,948,757

$ 3,246,718

Lease operating expense

3,207,562

Segment general and administrative

2,653,853

1,889,476

Depreciation and depletion

2,586,564

346,916

Accretion of asset retirement obligation

132,002

Segment operating income (loss)

$ 10,841,243

$ (2,817,354 )

$ 8,023,889

Reconciling items:

Less: Corporate general and administrative

5,121,324

Interest and other income

1,242,899

Income (loss) before income taxes

$ 4,145,464

Segment assets

$ 67,310,047

$ 16,133,887

$ 83,443,934

Corporate and other assets

17,852,386

Total assets

$ 101,296,320

ALEANNA, INC.

SEGMENT OPERATING RESULTS

Three Months Ended December 31, 2024

Conventional

Renewable

Total

Unaudited

Revenues

$ -

$ 771,702

Less:

Cost of revenues

$ -

$ 504,567

Segment general and administrative

642,991

586,052

Depreciation and depletion

82,205

Accretion of asset retirement obligation

33,309

Segment operating income (loss)

$ (676,300 )

$ (401,122 )

$ (1,077,423 )

Reconciling items:

Less: Corporate general and administrative

$ 561,210

Business combination transaction expenses

$ (8,398,653 )

Interest and other income

622,621

Income (loss) before income taxes

$ (9,414,665 )

Segment assets

$ 44,962,865

$ 14,150,411

$ 59,113,276

Corporate and other assets

23,973,315

Total Assets

$ 83,086,591

Year Ended December 31, 2024

Conventional

Renewable

Total

Revenues

$ -

$ 1,420,030

Less:

Cost of revenues

$ -

$ 1,043,174

Segment general and administrative

2,639,824

1,502,054

Depreciation and depletion

133,516

Accretion of asset retirement obligation

133,239

Segment operating income (loss)

$ (2,773,063 )

$ (1,258,714 )

$ (4,031,777 )

Reconciling items:

Less: Corporate general and administrative

$ 2,122,209

Business combination transaction expenses

(8,398,653 )

Interest and other income

1,948,281

Change in fair value of derivative liability

173,177

Income (loss) before income taxes

$ (12,431,181 )

Segment assets

$ 44,962,865

$ 14,150,411

$ 59,113,276

Corporate and other assets

23,973,315

Total Assets

$ 83,086,591

ALEANNA, INC.

NON-GAAP MEASURES

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 before interest expense, taxes, depreciation, depletion

and amortization. We adjust EBITDA for stock compensation acquisition costs and one-off items such as transaction expenses to reach Adjusted

EBITDA. The purpose of presenting non-GAAP measures is to highlight earnings without finance, taxes, and depreciation, depletion and amortization

expense, as well as stock compensation and transaction expense, and their use is limited to specialized analysis. 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.

The following table presents a reconciliation

of Adjusted EBITDA to net income for the three months ended December 31, 2025 and for the year ended December 31, 2025:

Three Months Ended

Year Ended

December 31,

2025

December 31,

2025

Net Income

$ 258,098

$ 2,882,068

Add (deduct):

Interest

(704,608 )

(1,242,899 )

Tax expense

662,409

1,263,396

Depreciation, depletion and amortization

2,048,341

2,933,481

EBITDA

$ 2,264,240

$ 5,836,046

Add:

Stock compensation expense

774,220

Adjusted EBITDA

$ 3,038,460

$ 6,610,266

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Commission file number. The field allows up to 17 characters. The prefix may contain 1-3 digits, the sequence number may contain 1-8 digits, the optional suffix may contain 1-4 characters, and the fields are separated with a hyphen.

+ References

No definition available.

+ Details

Name:

dei_EntityFileNumber

Namespace Prefix:

dei_

Data Type:

dei:fileNumberItemType

Balance Type:

Period Type:

duration

- Definition

Two-character EDGAR code representing the state or country of incorporation.

+ References

No definition available.

+ Details

Name:

dei_EntityIncorporationStateCountryCode

Namespace Prefix:

dei_

Data Type:

dei:edgarStateCountryItemType

Balance Type:

Period Type:

duration

- Definition

The exact name of the entity filing the report as specified in its charter, which is required by forms filed with the SEC.

+ References

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

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b-2

+ Details

Name:

dei_EntityRegistrantName

Namespace Prefix:

dei_

Data Type:

xbrli:normalizedStringItemType

Balance Type:

Period Type:

duration

- Definition

The Tax Identification Number (TIN), also known as an Employer Identification Number (EIN), is a unique 9-digit value assigned by the IRS.

+ References

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

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b-2

+ Details

Name:

dei_EntityTaxIdentificationNumber

Namespace Prefix:

dei_

Data Type:

dei:employerIdItemType

Balance Type:

Period Type:

duration

- Definition

Local phone number for entity.

+ References

No definition available.

+ Details

Name:

dei_LocalPhoneNumber

Namespace Prefix:

dei_

Data Type:

xbrli:normalizedStringItemType

Balance Type:

Period Type:

duration

- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act.

+ References

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

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 13e

-Subsection 4c

+ Details

Name:

dei_PreCommencementIssuerTenderOffer

Namespace Prefix:

dei_

Data Type:

xbrli:booleanItemType

Balance Type:

Period Type:

duration

- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act.

+ References

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

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 14d

-Subsection 2b

+ Details

Name:

dei_PreCommencementTenderOffer

Namespace Prefix:

dei_

Data Type:

xbrli:booleanItemType

Balance Type:

Period Type:

duration

- Definition

Title of a 12(b) registered security.

+ References

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

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b

+ Details

Name:

dei_Security12bTitle

Namespace Prefix:

dei_

Data Type:

dei:securityTitleItemType

Balance Type:

Period Type:

duration

- 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

+ Details

Name:

dei_SecurityExchangeName

Namespace Prefix:

dei_

Data Type:

dei:edgarExchangeCodeItemType

Balance Type:

Period Type:

duration

- Definition

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

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 14a

-Subsection 12

+ Details

Name:

dei_SolicitingMaterial

Namespace Prefix:

dei_

Data Type:

xbrli:booleanItemType

Balance Type:

Period Type:

duration

- Definition

Trading symbol of an instrument as listed on an exchange.

+ References

No definition available.

+ Details

Name:

dei_TradingSymbol

Namespace Prefix:

dei_

Data Type:

dei:tradingSymbolItemType

Balance Type:

Period Type:

duration

- 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

+ Details

Name:

dei_WrittenCommunications

Namespace Prefix:

dei_

Data Type:

xbrli:booleanItemType

Balance Type:

Period Type:

duration

- Details

Name:

us-gaap_StatementClassOfStockAxis=ANNA_ClassCommonStockParValue0.0001PerShareMember

Namespace Prefix:

Data Type:

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- Details

Name:

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