Form 8-K

8-K — AleAnna, Inc.

Accession: 0001213900-26-045158

Filed: 2026-04-17

Period: 2026-04-13

CIK: 0001845123

SIC: 1311 (CRUDE PETROLEUM & NATURAL GAS)

Item: Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers: Compensatory Arrangements of Certain Officers

Item: Financial Statements and Exhibits

Documents

8-K — ea0286704-8k_aleanna.htm (Primary)

EX-10.3 — FORM OF RESTRICTED STOCK UNIT AGREEMENT (IMMEDIATE VESTING) (ea028670401ex10-3.htm)

EX-10.4 — FORM OF RESTRICTED STOCK UNIT AGREEMENT (PERFORMANCE AND TIME VESTING) (ea028670401ex10-4.htm)

EX-10.5 — FORM OF RESTRICTED STOCK UNIT AGREEMENT (PERFORMANCE VESTING - 2026) (ea028670401ex10-5.htm)

XML — IDEA: XBRL DOCUMENT (R1.htm)

8-K — CURRENT REPORT

8-K (Primary)

Filename: ea0286704-8k_aleanna.htm · Sequence: 1

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2026-04-13

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2026-04-13

iso4217:USD

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xbrli:shares

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): April 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 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Appointment

of Chief Accounting Officer

April 15, 2026, the Board of Directors of AleAnna, Inc. (the “Company”) appointed Manfredo Bucciol as the Company’s

Chief Accounting Officer, pursuant to which Mr. Bucciol serves as the Company’s principal accounting officer, effective April 13,

2026.

Mr.

Bucciol, 38, has over 15 years of experience in accounting, audit, and financial reporting with a strong focus on SEC reporting, technical

accounting and group consolidation. Previously, Mr. Bucciol served as the Director of Group Consolidation and External Reporting Director

at Global Blue from July 2024 to March 2026. Mr. Bucciol also served as the Senior Manager of Group External Reporting at Global Blue

Group Holding AG from January 2023 to July 2024. From 2011 to 2023, Mr. Bucciol served in various positions at Ernst & Young, working

on external audit engagements for U.S.-listed and multinational clients. Mr. Bucciol received a Master of Science in Accounting, Corporate

Finance and Control from Università Bocconi and a Bachelor’s degree in Economics from Università degli Studi di Padova.

Other

than the Employment Agreement (as defined below), there are no arrangements or understandings between Mr. Bucciol and any other persons

pursuant to which he was selected to serve as the Company’s Chief Accounting Officer. There is no family relationship between Mr.

Bucciol and any director or executive officer of the Company. There are no transactions between Mr. Bucciol and the Company that would

be required to be reported under Item 404(a) of Regulation S-K of the Securities Exchange Act of 1934, as amended (the “Exchange

Act”).

Employment

Agreement

November 24, 2025, the Company entered into an employment agreement with Mr. Bucciol (the “Employment Agreement”), effective

as of March 1, 2026, pursuant to which Mr. Bucciol served as the Corporate Controller of the Company. Termination of Mr. Bucciol’s

employment is governed by the applicable Confindustria e Federmanager (“CCNL”), as in force at the time of termination.

The

Employment Agreement provides that Mr. Bucciol’s annual base salary will be €150,000, paid in thirteen monthly installments.

The portion of gross annual salary exceeding the minimum contractual threshold established by the CCNL absorbs any future collective-bargaining

increases. Further, Mr. Bucciol is eligible to participate in any short-term incentive plans based on individual or group objectives,

in line with the Company’s renumeration policy. The target annual performance-based bonus will be 25% of Mr. Bucciol’s annual

base gross salary. Mr. Bucciol is also entitled to participate in the AleAnna, Inc. 2025 Long-Term Incentive Plan (the “2025 Plan”).

Pursuant to the Employment Agreement, the Company will provide Mr. Bucciol with a vehicle under a long-term rental agreement up to €1,250,

plus value-added tax per year for the duration of his employment. Mr. Bucciol will be entitled to customary employment benefits, including

paid vacation as provided by the CCNL. The Employment Agreement also contains customary provisions relating to, among other things, confidentiality

and non-solicitation.

The

foregoing description of the Employment Agreement does not purport to be complete and is qualified in its entirety by reference to the

full text of the Employment Agreement, a copy of which will be filed as an exhibit to the Company’s next Quarterly Report

on Form 10-Q for the quarter ending March 31, 2026.

2026

Awards

April 13, 2026, the Compensation Committee (the “Compensation Committee”) of the Board of Directors of the Company granted

to certain directors and officers of the Company the following awards under the 2025 Plan, subject to the provisions of the Form of Director

Annual Restricted Stock Unit Agreement (Time Vesting Deferral), the Form of Restricted Stock Unit Agreement (Time Vesting), Form of Restricted

Stock Unit Agreement (Immediate Vesting), Form of Restricted Stock Unit Agreement (Performance and Time Vesting) and Form of Restricted

Stock Unit Agreement (Performance Vesting - 2026). The Retention Restricted Stock Unit Awards (the “Retention RSU Awards”),

the Restricted Stock Unit Awards (the “RSU Awards”) and the Restricted Stock Unit Awards (Performance and Time Vesting and

Performance Vesting) (the “PRSU Awards”) described in the table below are subject to the terms and conditions of the 2025

Plan and the form of award agreements, the forms of which are attached as Exhibits 10.1 through 10.5, respectively, to this Current Report

on Form 8-K.

Name and Title

Retention RSU

Award (1)

RSU

Award (2)

PRSU

Award (3)(4)

Total

Marco Brun, Chief Executive Officer, Director

98,646

196,702

295,348

Ivan Ronald, Chief Financial Officer

110,954

221,908

Manfredo Bucciol, Chief Accounting Officer

8,182

William Dirks, Executive Director

30,729

Graham vant Hoff, Director

46,809

Duncan Palmer, Director

38,549

Curtis Herbert, Director

38,549

(1)

The Retention RSU Awards

vested immediately upon grant. Mr. Brun received the Retention RSU Awards pursuant to the Form of Restricted Stock Unit Agreement

(Immediate Vesting), which is attached as Exhibit 10.3.

(2)

The RSU Awards are

subject to a vesting schedule, whereby (i) for Mr. Ivan Ronald, the RSU Awards will vest in three equal installments, with one-third

of the RSU Awards vesting on March 15, 2027, 2028 and 2029, respectively, provided that the reporting is employed by or providing

services to the Company or subsidiary through each such date and (ii) for Messrs. vant Hoff, Palmer and Herbert, one hundred percent

of the RSU Awards will vest on the earlier of (i) the one year anniversary of the date of grant, or (ii) the next annual meeting

of the stockholders, provided that such annual meeting of the stockholders occurs at least 52 weeks following the prior annual meeting

of the stockholders, and further provided that the participant is employed by or providing services to the Company or subsidiary

on such date. Mr. Ronald received the RSU Award pursuant to the Form of Restricted Stock Unit Agreement (Time Vesting), which is

attached as Exhibit 10.1. The aforementioned directors received the RSU Awards pursuant to the Form of Annual Restricted Stock Unit

Agreement (Time Vesting Deferral), which is attached as Exhibit 10.2.

(3)

The PRSU

Awards will vest based on certain performance milestones set by the Compensation Committee (i) for Mr. Brun, no later than March 15,

2027, the Compensation Committee shall certify the extent to which the performance criteria has been achieved, and to the extent the

performance milestones have been achieved, the PRSU Awards that achieved such performance criteria will thereafter vest in three equal

installments on March 15, 2027, 2028, and 2029, respectively and (ii) for Messrs. Ronald, Dirks and Bucciol, no later than each of March

15, 2027, 2028, and 2029, the Compensation Committee shall certify the extent to which the performance milestones have been achieved

for each Performance Period (as defined in the Form of Restricted Stock Unit Agreement (Performance Vesting - 2026)) and shall determine

the number of awarded PRSU Awards that have vested (which date shall be after the end of the applicable Performance Period); provided

in each case, the participant is employed by the Company or a subsidiary on such date. Mr. Brun received PRSU Awards pursuant to the

(Performance and Time Vesting), the form of which is attached as Exhibit 10.4, and Messrs. Ronald, Dirks and Bucciol received PRSU Awards

pursuant to the Form of Restricted Stock Unit Agreement (Performance Vesting - 2026), the form of which is attached as Exhibit 10.5.

The foregoing description of the Form of Annual Restricted Stock Unit Agreement (Time Vesting), the Form of Director Annual Restricted Stock Unit Agreement (Time Vesting Deferral), the Form of Restricted Stock Unit Agreement (Immediate Vesting), the Form of Restricted Stock Unit Agreement (Performance and Time Vesting) and the Form of Restricted Stock Unit Agreement (Performance Vesting - 2026) do not purport to be complete and are qualified in its entirety by reference to the full text of such award agreements, copies of which are filed as Exhibit 10.1, 10.2, 10.3, 10.4, and 10.5 to this Current Report on Form 8-K and is incorporated by reference herein.

Item 9.01 Financial Statements and Exhibits.

(d)

Exhibits

Exhibit

No.

Description

10.1

Form

of Annual Restricted Stock Unit Agreement (Time Vesting) (Incorporated by reference to Exhibit 10.5 to the Company’s Current

Report on Form 8-K filed with the Securities and Exchange Commission on November 3, 2025).

10.2

Form

of Director Annual Restricted Stock Unit Agreement (Time Vesting Deferral) (Incorporated by reference to Exhibit 10.3 to the Company’s

Current Report on Form 8-K filed with the Securities and Exchange Commission on November 3, 2025).

10.3

Form of Restricted Stock Unit Agreement (Immediate Vesting).

10.4

Form of Restricted Stock Unit Agreement (Performance and Time Vesting).

10.5

Form of Restricted Stock Unit Agreement (Performance Vesting – 2026).

104

Cover

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

SIGNATURES

Pursuant

to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its

behalf by the undersigned hereunto duly authorized.

ALEANNA, INC.

Date:

April 17, 2026

By:

/s/

Ivan Ronald

Name:

Ivan Ronald

Title:

Chief Financial Officer

EX-10.3 — FORM OF RESTRICTED STOCK UNIT AGREEMENT (IMMEDIATE VESTING)

EX-10.3

Filename: ea028670401ex10-3.htm · Sequence: 2

Exhibit 10.3

IMMEDIATE VESTING EMPLOYEE FORM

RESTRICTED

STOCK UNIT AGREEMENT

UNDER

THE

ALEANNA,

INC. 2025 LONG-TERM INCENTIVE PLAN

1. Award

of Awarded Units. Pursuant to the AleAnna, Inc. 2025 Long-Term Incentive Plan (the “Plan”) of AleAnna,

Inc., a Delaware corporation (the “Company”) and its Subsidiaries,

_______________

(the

“Participant”)

has

been granted an Award under the Plan for ________________ Awarded Units (the “Awarded Units”), which may be

converted into the number of whole shares of Common Stock of the Company equal to the number of vested Awarded Units (determined in accordance

with Section 3 below) or cash (determined in accordance with Section 5 below), subject to the terms and conditions of the

Plan and this Restricted Stock Unit Agreement (this “Agreement”). The Date of Grant of this Award is _____________,

20__. Each Awarded Unit shall be a notional share of Common Stock, with the value of each Awarded Unit being equal to the Fair Market

Value of a share of Common Stock at any time.

2. Subject

to Plan. This Agreement is subject to the terms and conditions of the Plan, and the terms of the Plan shall control to the extent

inconsistent with the provisions of this Agreement. The capitalized terms used herein that are defined in the Plan shall have the same

meanings assigned to them in the Plan. This Agreement is subject to any rules promulgated pursuant to the Plan by the Board or the Committee

and communicated to the Participant in writing.

3. Vesting;

Forfeiture. Awarded Units which have become vested pursuant to the terms of this Section 3 are collectively referred to herein

as “Vested Units.” Except as specifically provided in this Agreement and subject to certain restrictions and

conditions set forth in the Plan, the Awarded Units shall vest and become Vested Units as follows: 100% of the total Awarded Units shall

vest and become Vested Units on the Date of Grant.

4. Dividend

Equivalents. The Company also grants to the Participant a Dividend Equivalent Right with respect to the Vested Units, whereby if

on any date the Company shall pay any dividend or other distribution on Common Stock (other than a dividend in Common Stock), then with

respect to each Vested Unit, an amount equal to the amount of the dividend or distribution per share of Common Stock shall be credited

to the account of the Participant maintained on the books of the Company (the “Dividend Equivalents”), and

shall be paid to the Participant (in cash or Common Stock, in the discretion of the Committee) at the time Vested Units are converted

in accordance with Section 5 below. If the underlying Awarded Units are forfeited, the Participants shall have no right to the

Dividend Equivalents related to such forfeited Awarded Units and shall forfeit such Dividend Equivalents as well.

5. Delivery

of Common Stock and/or Cash. Subject to the provisions of the Plan and this Agreement, including, without limitation, Section

30 below, the Company shall convert the Vested Units into the number of whole shares of Common Stock and/or cash equal to the number

of Vested Units and shall deliver to the Participant or the Participant’s personal representative a number of shares of Common

Stock equal to the number of Vested Units credited to the Participant as soon as administratively practicable, and in no event later

than 60 days following the date on which the Awarded Units became Vested Units; provided, however, that the Committee, in its sole discretion,

may approve, following a written request from the Participant, that the Vested Units be converted into (i) a cash payment equal to the

Fair Market Value of the Vested Units, or (ii) any combination of cash and/or whole shares of Common Stock. Any Common Stock or cash

(plus any Dividend Equivalents credited to the Participant with respect to such Vested Units) shall be delivered to the Participant or

the Participant’s personal representative in accordance with the schedule set forth above.

6. Who

May Receive Common Stock and/or Cash with Respect to Vested Units. During the lifetime of the Participant, the Common Stock and/or

cash received upon conversion of the Vested Units may only be received by the Participant or his or her legal representative. If the

Participant dies prior to the date his or her Awarded Units are converted into shares of Common Stock and/or cash as described in Section 4

above, the Common Stock and/or cash relating to such converted Awarded Units may be received by any individual who is entitled to receive

the property of the Participant pursuant to the applicable laws of descent and distribution.

7. Rights

as Stockholder. The Participant will have no rights as a stockholder with respect to the Awarded Units until the issuance of a certificate

or certificates to the Participant or the registration of such shares of Common Stock in the Participant’s name. The Awarded Units

shall be subject to the terms and conditions of this Agreement.

8. No

Fractional Shares. Awarded Units may be converted only with respect to full shares, and no fractional share of Common Stock shall

be issued.

9. Non-Assignability.

The Awarded Units are not assignable or transferable by the Participant except by will or by the laws of descent and distribution.

10. The

Participant’s Acknowledgments. The Participant acknowledges receipt of a copy of the Plan, which is annexed hereto, and represents

that he or she is familiar with the terms and provisions thereof, and hereby accepts the Awarded Units subject to all the terms and provisions

thereof. The Participant hereby agrees to accept as binding, conclusive, and final all decisions or interpretations of the Committee

or the Board, as appropriate, upon any questions arising under the Plan or this Agreement.

11. Adjustment

of Number of Awarded Units and Related Matters. The number of shares of Common Stock covered by the Awarded Units shall be subject

to adjustment in accordance with Articles 11-13 of the Plan.

12. Execution

of Documents. The Participant hereby agrees to execute any documents requested by the Company in connection with the payment of any

amount in connection with the Awarded Units pursuant to this Agreement.

13. Specific

Performance. The parties acknowledge that remedies at law will be inadequate remedies for breach of this Agreement and consequently

agree that this Agreement shall be enforceable by specific performance. The remedy of specific performance shall be cumulative of all

of the rights and remedies at law or in equity of the parties under this Agreement.

14. The

Participant’s Representations. Notwithstanding any of the provisions hereof, the Participant hereby agrees that the Company

will not be obligated to register any shares of Common Stock in the Participant’s name or issue any shares of Common Stock to the

Participant hereunder, if the issuance of such shares shall constitute a violation by the Participant or the Company of any provision

of any law or regulation of any governmental authority. Any determination by the Company under this Section 14 shall be final,

binding, and conclusive. The obligations of the Company and the rights of the Participant are subject to all Applicable Laws, rules and

regulations.

15. Investment

Representation. Unless the shares of Common Stock are issued to the Participant in a transaction registered under applicable federal

and state securities laws, by his execution hereof, the Participant represents and warrants to the Company that all Common Stock which

may be acquired hereunder will be acquired by the Participant for investment purposes for his own account and not with any intent for

resale or distribution in violation of federal or states securities laws, all certificates issued with respect to the Common Stock shall

bear an appropriate restrictive investment legend and shall be held indefinitely, unless they are subsequently registered under the applicable

federal and state securities laws or the Participant obtains an opinion of counsel, in form and substance satisfactory to the Company

and its counsel, that such registration is not required.

16. Law

Governing. This Agreement shall be governed by, construed, and enforced in accordance with the laws of the State of Delaware (excluding

any conflict of laws rule or principle of Delaware law that might refer the governance, construction, or interpretation of this agreement

to the laws of another state).

17. Claims.

The Participant’s sole remedy for any Claim shall be against the Company, and the Participant shall not have any claim or right

of any nature against any Subsidiary of the Company or any stockholder or existing or former director, officer or Employee of the Company

or any Subsidiary of the Company. The Participant hereby releases and covenants not to sue any person other than the Company over any

Claims. The individuals and entities described above in this Section 17 (other than the Company) shall be third-party beneficiaries

of the Plan and this Agreement for purposes of enforcing the terms of this Section 17.

18. No

Right to Continue Service or Employment. Nothing herein shall be construed to confer upon the Participant the right to continue in

the employ or to provide services to the Company or any Subsidiary, whether as an Employee, Contractor, consultant or Outside Director,

or interfere with or restrict in any way the right of the Company or any Subsidiary to discharge the Participant as an Employee, Contractor,

consultant or Outside Director at any time.

19. Legal

Construction. In the event that any one or more of the terms, provisions, or agreements that are contained in this Agreement shall

be held by a court of competent jurisdiction to be invalid, illegal, or unenforceable in any respect for any reason, the invalid, illegal,

or unenforceable term, provision, or agreement shall not affect any other term, provision, or agreement that is contained in this Agreement

and this Agreement shall be construed in all respects as if the invalid, illegal, or unenforceable term, provision, or agreement had

never been contained herein.

20. Covenants

and Agreements as Independent Agreements. Each of the covenants and agreements set forth in this Agreement shall be construed as

a covenant and agreement independent of any other provision of this Agreement. The existence of any claim or cause of action of the Participant

against the Company, whether predicated on this Agreement or otherwise, shall not constitute a defense to the enforcement by the Company

of the covenants and agreements that are set forth in this Agreement.

21. Entire

Agreement. This Agreement, together with the Plan, supersede any and all other prior understandings and agreements, either oral or

in writing, between the parties with respect to the subject matter in this Agreement and constitute the only agreements between the parties

with respect to the subject matter in this Agreement. All prior negotiations and agreements between the parties with respect to the subject

matter in this Agreement are merged into this Agreement. Each party to this Agreement acknowledges that no representations, inducements,

promises, or agreements, orally or otherwise, have been made by any party or by anyone acting on behalf of any party, which are not embodied

in this Agreement or the Plan and that any agreement, statement or promise that is not contained in this Agreement or the Plan shall

not be valid or binding or of any force or effect. Except for the specific representations expressly made by the Company in this Agreement,

the Participant specifically disclaims that the Participant is relying upon or has relied upon any communications, promises, statements,

inducements, or representation(s) that may have been made, oral or written, regarding the subject matter of this Agreement. The parties

represent that they are relying solely and only on their own judgment in entering into this Agreement.

22. Counterparts.

This Agreement may be executed in separate counterparts, each of which shall be deemed to be an original and all of which taken together

shall constitute one and the same agreement.

23. Parties

Bound. The terms, provisions, and agreements that are contained in this Agreement shall apply to, be binding upon, and inure to the

benefit of the parties and their respective heirs, executors, administrators, legal representatives, and permitted successors and assigns,

subject to the limitation on assignment expressly set forth herein.

24. Modification.

No change or modification of this Agreement shall be valid or binding upon the parties unless the change or modification is in writing

and signed by the parties (electronically or otherwise); provided, however, that the Company may change or modify this Agreement without

the Participant’s consent or signature if the Company determines, in its sole discretion, that such change or modification is necessary

for purposes of compliance with or exemption from the requirements of Section 409A of the Code or any regulations or other guidance issued

thereunder.

25. Headings.

The headings that are used in this Agreement are used for reference and convenience purposes only and do not constitute substantive matters

to be considered in construing the terms and provisions of this Agreement.

26. Gender

and Number. Words of any gender used in this Agreement shall be held and construed to include any other gender, and words in the

singular number shall be held to include the plural, and vice versa, unless the context requires otherwise.

27. Notice.

Any notice required or permitted to be delivered hereunder shall be deemed to be delivered only when actually received by the Company

or by the Participant, as the case may be, at the addresses set forth below, or at such other addresses as they have theretofore specified

by written notice delivered in accordance herewith:

a. Notice

to the Company shall be addressed and delivered as follows:

AleAnna,

Inc.

300

Crescent Court, Suite 1860

Dallas,

TX 75201

ATT:

Ivan Ronald, Chief Financial Officer

b. Notice

to the Participant shall be addressed and delivered to the most recent address in the Company’s records.

28. Clawback.

The Participant acknowledges, understands and agrees, with respect to any shares of Common Stock delivered to the Participant (or registered

in the Participant’s name) pursuant to this Agreement, that such shares of Common Stock shall be subject to recovery by the Company,

and the Participant shall be required to repay such compensation or shares of Common Stock, in accordance with the Company’s recoupment

or clawback policy, as in effect from time to time. The Participant further acknowledges, understands, and agrees that the Board retains

the right to modify the Company’s recoupment or clawback policy at any time.

29. Tax

Requirements. The Participant is hereby advised to consult immediately with his or her own tax advisor regarding the tax consequences

of this Agreement, including, without limitation, any possible tax consequences of this Agreement in connection with Section 409A of

the Code. Unless the Company otherwise consents in writing to an alternative withholding method, the Company, or if applicable, any Subsidiary

(for purposes of this Section 29, the term “Company” shall be deemed to include any applicable Subsidiary)

shall have the right to deduct from all amounts paid in cash or other form in connection with the Plan, any federal, state, local, or

other taxes required by law to be withheld in connection with this Award. The Company may, in its sole discretion and prior to the date

of conversion, require the Participant receiving shares of Common Stock upon conversion of Awarded Units to pay the Company the amount

of any taxes that the Company is required to withhold in connection with the Participant’s income arising with respect to this

Award. Such payment must be made prior to the delivery of any certificate representing, or the registration of such shares in the Participant’s

name for, such shares of Common Stock, as follows: (i) if the Participant is a Reporting Participant and/or is subject to the preclearance

requirements of the Company’s “Insider Trading Policy” at the time of conversion of Vested Units, then the tax withholding

obligation must be satisfied by the Company’s withholding of a number of shares to be delivered upon the conversion of such Vested

Units, which shares so withheld have an aggregate Fair Market Value that equals (but does not exceed) the required tax withholding payment

(the “Net Settlement of Shares”), provided that, the Committee (excluding the Participant if the Participant

is a member of the Committee) may, in its sole discretion, instead require the satisfaction of the tax withholding obligation in accordance

with (ii)(A), (ii)(B) or (ii)(D) below; or (ii) if the Participant is neither a Reporting Participant nor subject to the preclearance

requirements of the Company’s “Insider Trading Policy” at the time of conversion of such Vested Units, then such payment

may be made (A) by the delivery of cash to the Company in an amount that equals or exceeds (to avoid the issuance of fractional shares)

the required tax withholding obligations of the Company; (B) if the Company, in its sole discretion, so consents in writing, the actual

delivery by the Participant to the Company of shares of Common Stock, which shares so delivered have an aggregate Fair Market Value that

equals or exceeds (to avoid the issuance of fractional shares) the required tax withholding payment; (C) if the Company, in its sole

discretion, so consents in writing, by the Net Settlement of Shares; or (D) any combination of (A), (B), or (C). Notwithstanding the

foregoing, the Company may, in its sole discretion, withhold any such taxes from any other cash remuneration otherwise paid by the Company

to the Participant or withhold the number of shares to be delivered upon the conversion of the Awarded Units with an aggregate Fair Market

Value that equals or exceeds (to avoid the issuance of fractional shares) the required tax withholding obligations of the Company; provided,

however, if the Participant is a “specified employee” as defined in § 1.409A-1(i) of the final regulations

under Section 409A of the Code who is subject to the six months delay provided for in Section 30 below, the Company shall withhold

the number of shares attributable to the employment taxes on the date of the Participant’s Termination of Service and withhold

the number of shares attributable to the income taxes on the date which occurs six months following the date of the Participant’s

Termination of Service (or, if earlier, the date of death of the Participant).

30. Section

409A.

a. To

the extent (i) any shares of Common Stock to which the Participant becomes entitled under this Agreement, or any agreement or plan referenced

herein, in connection with the Participant’s termination of employment with the Company constitutes deferred compensation subject to

Section 409A of the Code; (ii) the Participant is deemed at the time of his separation from service to be a “specified employee”

under Section 409A of the Code; and (iii) at the time of the Participant’s separation from service the Company is publicly traded

(as defined in Section 409A of the Code), then such shares of Common Stock (other than any delivery of Common Stock permitted by Section

409A of the Code to be paid or delivered within six months of the Participant’s separation from service) shall not be made until

the earlier of (x) the first day of the seventh month following the Participant’s separation from service or (y) the date of the

Participant’s death following such separation from service. Upon the expiration of the applicable deferral period, any shares of

Common Stock which would have otherwise been made during that period (whether in a single sum or in installments) in the absence of this

Section 30 (together with, as applicable, accrued interest thereon) shall be delivered to the Participant or the Participant’s

beneficiary in one lump sum.

b. A

termination of employment shall not be deemed to have occurred for purposes of any provision of this Agreement providing for the payment

of any amounts or benefits upon or following a termination of employment unless such termination is also a “separation from service”

(within the meaning of Section 409A of the Code).

c. It

is intended that this Agreement comply with the provisions of Section 409A of the Code so as to not subject the Participant to the payment

of additional interest and taxes under Section 409A of the Code, and in furtherance of this intent, this Agreement shall be interpreted,

operated and administered in a manner consistent with these intentions.

* * * * * * * * *

[Remainder

of Page Intentionally Left Blank.

Signature

Page Follows]

WITNESS WHEREOF, the Company has caused this Agreement to be executed by its duly authorized officer, and the Participant, to evidence

his or her consent and approval of all the terms hereof, has duly executed this Agreement, as of the date specified in Section 1

hereof.

COMPANY:

ALEANNA, INC.

By:

Name:

Title:

PARTICIPANT:

Signature

Page to RSU Award Agreement

EX-10.4 — FORM OF RESTRICTED STOCK UNIT AGREEMENT (PERFORMANCE AND TIME VESTING)

EX-10.4

Filename: ea028670401ex10-4.htm · Sequence: 3

Exhibit 10.4

PERFORMANCE-BASED EMPLOYEE FORM (WITH TIME VESTING)

PERFORMANCE

RESTRICTED STOCK UNIT AGREEMENT

UNDER

THE

ALEANNA,

INC. 2025 LONG-TERM INCENTIVE PLAN

1. Award

of Awarded Units. Pursuant to the AleAnna, Inc. 2025 Long-Term Incentive Plan (the “Plan”) of AleAnna,

Inc., a Delaware corporation (the “Company”) and its Subsidiaries,

_______________

(the

“Participant”)

an employee of the Company, has been granted an Award under the Plan for ________________ Awarded Units (the “Awarded Units”),

which may be converted into the number of whole shares of Common Stock (as determined under Section 4 below) equal to the number

of Vested Units (as defined and determined in accordance with Section 3 below) or cash (determined in accordance with Section

5 below), subject to the terms and conditions of the Plan and this Performance Restricted Stock Unit Agreement (this “Agreement”).

The Date of Grant of this Award is _____________, 202_. Each Awarded Unit shall be a notional share of Common Stock, with the value of

each Awarded Unit being equal to the Fair Market Value of a share of Common Stock at any time.

2. Subject

to Plan. This Agreement is subject to the terms and conditions of the Plan, and the terms of the Plan shall control to the extent

inconsistent with the provisions of this Agreement. The capitalized terms used herein that are defined in the Plan shall have the same

meanings assigned to them in the Plan. This Agreement is subject to any rules promulgated pursuant to the Plan by the Board or the Committee

and communicated to the Participant in writing.

3. Vesting;

Forfeiture. Following the end of the “Performance Period” (as defined in Exhibit A, the Committee

shall determine the extent to which the performance conditions set forth on Exhibit A hereto have been achieved. Awarded Units

that satisfy such performance conditions, as determined by the Committee in its sole discretion, and have been determined to be eligible

to vest in accordance with Section 3.b. below are collectively referred to herein as “Eligible Units.”

Eligible Units which have become vested pursuant to the time-based vesting conditions set forth in Section 3.b below are collectively

referred to herein as “Vested Units.” The Participant shall be eligible to receive shares of Common Stock and/or

cash with respect to the Vested Units in accordance with Section 5 below.

a. Performance

Determination for Performance Criteria. As soon as practicable following the end of the Performance Period, and in no event later

than March 15, 202_, the Committee shall certify the extent to which the performance conditions for the Performance Period, as set forth

on Exhibit A, have been achieved and shall determine the number of Awarded Units, if any, that have become Eligible Units (the

“Performance Certification Date”). Any Awarded Units that are not determined to be Eligible Units as of the

Performance Certification Date shall be immediately forfeited.

b. Time-Based

Vesting for the Performance Criteria. Subject to Section 3.c, Section 3.d and Section 3.e hereof, the Eligible

Units shall vest in three substantially equal installments as follows: (i) one-third of the Eligible Units (rounded down for any fractional

shares) shall vest on March 15, 202_; (ii) one-third of the Eligible Units (rounded down for any fractional shares) shall vest on March

15, 202_; and (iii) the remaining Eligible Units shall vest on March 15, 202_ (each, a “Vesting Date”), in

each case subject to the Participant’s continued employment with the Company or any of its Subsidiaries through the Vesting Date.

c. Forfeiture.

Except as otherwise provided by Section 3.d. and Section 3.e. hereof, immediately upon the Participant’s Termination

of Service for any reason whatsoever, (i) all Awarded Units that have not yet become Eligible Units shall be immediately forfeited and

(ii) all Eligible Units that have not yet become Vested Units shall be immediately forfeited.

d. Acceleration

upon Death, Total and Permanent Disability or Termination without Cause. Notwithstanding the foregoing, if the Participant’s

employment with the Company or any of its Subsidiaries terminates by reason of the Participant’s death or Total and Permanent Disability

or the Participant incurs a Termination of Service by the Company without Cause (as defined below): (i) if such termination occurs prior

to the Performance Certification Date, the Awarded Units shall be deemed to be Eligible Units, and all such Eligible Units shall immediately

become Vested Units upon such termination; and (ii) if such termination occurs on or after the Performance Certification Date, all outstanding

unvested Eligible Units immediately become Vested Units upon such termination.

e. Change

in Control. Notwithstanding the foregoing and regardless of whether the performance criteria set forth in Exhibit A have been

achieved, in the event that a Change in Control occurs: (i) the Awarded Units that have not yet become Eligible Units shall be deemed

to be Eligible Units; and (ii) all Eligible Units (including those deemed eligible to vest pursuant to clause (i)) that have not yet

become Vested Units shall immediately become Vested Units upon such Change in Control.

f. For

purposes of this Agreement, “Cause” shall have the meaning ascribed to it in the Participant’s employment

or other written agreement with the Company, or if the Participant does not have any such agreement, “Cause”

shall mean the occurrence of any of the following: (i) the Participant’s conviction of an act or acts of theft, embezzlement, fraud,

or dishonesty; (ii) a willful or material misrepresentation by the Participant that relates to the Company or any of its Subsidiaries

or has a negative impact on the Company or any of its Subsidiaries; (iii) any willful misconduct by the Participant with regard to the

Company or any of its Subsidiaries; (iv) the Participant’s conviction of, or pleading nolo contendere or guilty to, a felony or

misdemeanor (other than a minor traffic infraction) that is reasonably likely to cause damage to the Company or any of its Subsidiaries

or the reputation of the Company or any of its Subsidiaries; (v) the failure or refusal of the Participant to follow the lawful directions

of the Company or any of its Subsidiaries; or (vi) a material breach by the Participant of this Agreement or any other agreement between

the Participant and the Company or any of its Subsidiaries.

4. Dividend

Equivalents. The Company also grants to the Participant a Dividend Equivalent Right with respect to each outstanding Eligible Unit

(whether or not yet a Vested Unit), whereby if on any date the Company shall pay any dividend or other distribution on Common Stock (other

than a dividend in Common Stock), then with respect to such Eligible Unit, an amount equal to the amount of the dividend or distribution

per share of Common Stock shall be credited to the account of the Participant maintained on the books of the Company (the “Dividend

Equivalents”). Such Dividend Equivalents shall vest and be paid to the Participant (in cash or Common Stock, in the discretion

of the Committee) at the time the corresponding Eligible Units become Vested Units and are converted in accordance with Section 5

below. If the underlying Eligible Units are forfeited, the Participant shall have no right to the Dividend Equivalents related to such

forfeited Eligible Units and shall forfeit such Dividend Equivalents as well.

5. Delivery

of Common Stock and/or Cash. Subject to the provisions of the Plan and this Agreement, including, without limitation, Section

30 below, the Vested Units shall be converted into the number of whole shares of Common Stock equal to the number of Vested Units

and the Company shall electronically register such shares of Common Stock and/or cash in the Participant’s name (or in the name

of his or her estate or beneficiary) or deliver certificates for such shares of Common Stock and/or cash to the Participant within 30

days following the applicable Vesting Date, but in no event later than March 15 of the calendar year following the year in which the

applicable Vesting Date occurs; provided, that delivery may occur earlier in the following circumstances:

a. Upon

the Participant’s death, Total and Permanent Disability, or Termination of Service without Cause, delivery shall occur within thirty

days of such event; or

b. Upon

a Change in Control of the Company, delivery shall occur within 30 days of such event;

provided,

however, that the Committee, in its sole discretion, may approve, following a written request from the Participant, that the Vested Units

be converted into (i) a cash payment equal to the Fair Market Value of the Vested Units, or (ii) any combination of cash and/or whole

shares of Common Stock. Any Common Stock or cash (plus any Dividend Equivalents credited to the Participant with respect to such Vested

Units) shall be delivered to the Participant or the Participant’s personal representative in accordance with the schedule set forth

above.

the extent an Awarded Unit does not become an Eligible Unit in accordance with Section 3.a hereof, or an Eligible Unit does not

become a Vested Unit in accordance with the provisions of Section 3 hereof by March 15th of the year following the end of the

Performance Period, such Awarded Unit or Eligible Unit, as applicable, shall be forfeited and no shares of Common Stock shall be delivered

with respect to such forfeited Awarded Unit or Eligible Unit.

6. Who

May Receive Common Stock and/or Cash with Respect to Vested Units. During the lifetime of the Participant, the Common Stock and/or

cash received upon conversion of the Vested Units may only be received by the Participant or his or her legal representative. If the

Participant dies prior to the date his or her Vested Units are converted into shares of Common Stock and/or cash as described in Section 5

above, the Common Stock and/or cash relating to such converted Vested Units may be received by any individual who is entitled to receive

the property of the Participant pursuant to the applicable laws of descent and distribution.

7. Rights

as Stockholder. The Participant will have no rights as a stockholder with respect to the Awarded Units until the issuance of a certificate

or certificates to the Participant or the registration of such shares of Common Stock in the Participant’s name. The Awarded Units

shall be subject to the terms and conditions of this Agreement.

8. No

Fractional Shares. Vested Units may be converted only with respect to full shares, and no fractional share of Common Stock shall

be issued.

9. Non-Assignability.

The Awarded Units are not assignable or transferable by the Participant except by will or by the laws of descent and distribution.

10. The

Participant’s Acknowledgments. The Participant acknowledges receipt of a copy of the Plan, which is annexed hereto, and represents

that he or she is familiar with the terms and provisions thereof and hereby accepts the Awarded Units subject to all the terms and provisions

thereof. The Participant hereby agrees to accept as binding, conclusive, and final all decisions or interpretations of the Committee

or the Board, as appropriate, upon any questions arising under the Plan or this Agreement.

11. Adjustment

of Number of Awarded Units and Related Matters. The number of shares of Common Stock covered by the Awarded Units shall be subject

to adjustment in accordance with Articles 11-13 of the Plan.

12. Execution

of Documents. The Participant hereby agrees to execute any documents requested by the Company in connection with the payment of any

amount in connection with the Awarded Units pursuant to this Agreement.

13. Specific

Performance. The parties acknowledge that remedies at law will be inadequate remedies for breach of this Agreement and consequently

agree that this Agreement shall be enforceable by specific performance. The remedy of specific performance shall be cumulative of all

of the rights and remedies at law or in equity of the parties under this Agreement.

14. The

Participant’s Representations. Notwithstanding any of the provisions hereof, the Participant hereby agrees that the Company

will not be obligated to register any shares of Common Stock in the Participant’s name or issue any shares of Common Stock to the

Participant hereunder, if the issuance of such shares shall constitute a violation by the Participant or the Company of any provision

of any law or regulation of any governmental authority. Any determination by the Company under this Section 14 shall be final,

binding, and conclusive. The obligations of the Company and the rights of the Participant are subject to all Applicable Laws, rules and

regulations.

15. Investment

Representation. Unless the shares of Common Stock are issued to the Participant in a transaction registered under applicable federal

and state securities laws, by his execution hereof, the Participant represents and warrants to the Company that all Common Stock which

may be acquired hereunder will be acquired by the Participant for investment purposes for his own account and not with any intent for

resale or distribution in violation of federal or state securities laws, all certificates issued with respect to the Common Stock shall