8-K
AleAnna, Inc. (ANNA)
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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): May 14, 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 1860Dallas, 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 May 14, 2026, AleAnna, Inc. (the “Company”) issued a press release announcing its financial results for the quarter ended March 31, 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 May 14, 2026 (furnished pursuant to Item 7.01). |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). |
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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: May 14, 2026 | |||
|---|---|---|---|
| AleAnna, Inc. | |||
| By: | /s/ Ivan Ronald | ||
| Name: | Ivan Ronald | ||
| Title: | Chief Financial Officer |
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Exhibit 99.1
AleAnna, Inc. Reports First Quarter 2026 Results
AleAnna, Inc. reports positive Adjusted EBITDA^1^and net income for the fourth consecutive quarter
DALLAS – May 14, 2026 – AleAnna, Inc. (“AleAnna” or “the Company”) (NASDAQ: ANNA) today announced financial and operational results for the first quarter of 2026. AleAnna reported Adjusted EBITDA^[1]^ of $4.3 million and net income of $3.4 million. AleAnna closed the period with a strong cash position of $31.1 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 $8.9 million of revenue during the first quarter of 2026 from sales of its share of production from the Longanesi field.
During the first quarter, AleAnna generated net income of $3.4 million and Adjusted EBITDA^1^of $4.3 million.
During the prior year, the Company commenced daily production from its Longanesi field, with the ramp-up exceeding expectations in both timing and volume.
During the first quarter of 2026, AleAnna, also 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. Year-end Total Proved Reserves increased 37% at Longanesi and 75% at Gradizza. Proved Developed Producing reserves were recognized for the first time at Longanesi, and Total Proved Reserves were recognized at Trava for the first time. Similar increases to AleAnna’s undeveloped Prospective Resource are expected, and the Company intends to issue another statement on that subject in the near future.
Management Commentary
Marco Brun, Chief Executive Officer, remarked on AleAnna’s recent accomplishments: “We continued to realize strong performance from our Longanesi field generating approximately $4.3 million of Adjusted EBITDA^1^. We believe we are currently 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<br>Measures and Definitions for further details. |
|---|
In parallel, we continue to deliver on our plan to advance our broader growth strategy. 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. In the current energy environment, AleAnna is uniquely positioned to create substantial value, contributing to Italy's energy security through domestic natural gas production.”
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, 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/
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ALEANNA,INC.
CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS) (UNAUDITED)
FORTHE THREE MONTHS ENDED MARCH 31, 2026 AND 2025
| For the Three Months Ended March 31, | ||||||
|---|---|---|---|---|---|---|
| 2026 | 2025 | |||||
| Revenues | $ | 9,343,517 | $ | 644,600 | ||
| Operating expenses (income): | ||||||
| Cost of revenues | 1,550,995 | 838,395 | ||||
| Lease operating expense | 1,315,104 | - | ||||
| General and administrative | 2,215,573 | 3,324,845 | ||||
| Depreciation and depletion | 1,178,452 | 73,106 | ||||
| Accretion and remeasurement of asset retirement obligation | (613,688 | ) | 33,505 | |||
| Total operating expenses | 5,646,436 | 4,269,851 | ||||
| Operating income (loss) | 3,697,081 | (3,625,251 | ) | |||
| Other income: | ||||||
| Interest and other income | 139,837 | 237,605 | ||||
| Total other income | 139,837 | 237,605 | ||||
| Income (loss) before income taxes | 3,836,918 | (3,387,646 | ) | |||
| Income tax (expense) benefit | (437,397 | ) | 48,276 | |||
| Net income (loss) | 3,399,521 | (3,339,370 | ) | |||
| Net (income) loss attributable to noncontrolling interests | (1,325,652 | ) | 1,333,231 | |||
| Net income (loss) attributable to Class A Common stockholders or <br> holders of Common Member Units | $ | 2,073,869 | $ | (2,006,139 | ) | |
| Other comprehensive (loss) income | ||||||
| Currency translation adjustment | $ | (1,071,653 | ) | $ | 1,139,303 | |
| Comprehensive income (loss) | 2,327,868 | (2,200,067 | ) | |||
| Comprehensive (income) loss attributable to noncontrolling interests | (907,095 | ) | 1,333,231 | |||
| Total comprehensive income (loss) attributable to Class A Common stockholders or holders of Common Member Units | $ | 1,420,773 | $ | (866,836 | ) |
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ALEANNA, INC.
CONSOLIDATED BALANCE SHEETS (UNAUDITED)
AS OF MARCH 31, 2026 AND DECEMBER 31, 2025
| December 31,<br><br>2025 | |||||
|---|---|---|---|---|---|
| ASSETS | |||||
| Current Assets: | |||||
| Cash and cash equivalents | 31,124,907 | $ | 31,826,830 | ||
| Restricted cash | 1,274,558 | 1,304,129 | |||
| Accounts receivable | 3,594,850 | 1,959,001 | |||
| Prepaid expenses and other assets | 1,864,644 | 1,528,622 | |||
| Total Current Assets | 37,858,959 | 36,618,582 | |||
| Non-current assets: | |||||
| Natural gas and other properties, successful efforts method, net of accumulated depreciation and depletion of 3,486,616 and 2,932,984, respectively | 42,418,184 | 42,553,580 | |||
| Renewable natural gas properties, net of accumulated depreciation of 588,890 and 508,583, respectively | 10,506,660 | 10,744,121 | |||
| Value-added tax refund receivable | 10,424,243 | 9,589,576 | |||
| Operating lease right-of-use assets | 151,455 | 1,790,461 | |||
| Total Non-current Assets | 63,500,542 | 64,677,738 | |||
| Total Assets | 101,359,501 | $ | 101,296,320 | ||
| LIABILITIES AND STOCKHOLDERS’ EQUITY | |||||
| Current Liabilities: | |||||
| Accounts payable and accrued expenses | 8,202,635 | $ | 6,776,384 | ||
| Income tax payable | 843,417 | 417,568 | |||
| Lease liability, short-term | 151,455 | 200,419 | |||
| Contingent consideration liability, short-term | 11,278,795 | 11,576,846 | |||
| Total Current Liabilities | 20,476,302 | 18,971,217 | |||
| Non-current Liabilities: | |||||
| Asset retirement obligation | 2,980,553 | 4,507,921 | |||
| Deferred tax liability | 876,395 | 897,812 | |||
| Lease liability, long-term | 38,753 | 1,588,243 | |||
| Contingent consideration liability, long-term | 16,275,760 | 16,651,065 | |||
| Total Non-current Liabilities | 20,171,461 | 23,645,041 | |||
| Total Liabilities | 40,647,763 | 42,616,258 | |||
| Commitments and Contingencies | |||||
| Stockholders’ Equity: | |||||
| Class A Common Stock, par value 0.0001 per share, 150,000,000 shares authorized, 40,659,881 shares issued and outstanding as of March 31, 2026 and December 31, 2025 | 4,066 | 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 March 31, 2026 and December 31, 2025, respectively | 2,599 | 2,599 | |||
| Additional paid-in capital | 228,344,094 | 228,640,286 | |||
| Accumulated other comprehensive loss | (4,594,484 | ) | (3,941,388 | ) | |
| Accumulated deficit | (187,174,974 | ) | (189,248,843 | ) | |
| Noncontrolling interest | 24,130,437 | 23,223,342 | |||
| Total Stockholders’ Equity | 60,711,738 | 58,680,062 | |||
| Total Liabilities and Stockholders’ Equity | 101,359,501 | $ | 101,296,320 |
All values are in US Dollars.
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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, depletion and amortization 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 months ended March 31, 2026 and 2025:
| Three months ended | ||||||
|---|---|---|---|---|---|---|
| March 31,<br> 2026 | March 31,<br> 2025 | |||||
| Net Income (loss) | $ | 3,399,521 | $ | (3,339,370 | ) | |
| Add (deduct): | ||||||
| Interest | (139,837 | ) | (237,605 | ) | ||
| Tax expense (benefit) | 437,397 | (48,276 | ) | |||
| Depreciation, depletion and amortization | 1,178,452 | 73,106 | ||||
| EBITDA | $ | 4,875,533 | $ | (3,552,145 | ) | |
| Add (deduct): | ||||||
| Remeasurement of asset retirement obligation | (646,924 | ) | - | |||
| Stock compensation expense | 51,031 | 0 | ||||
| Adjusted EBITDA | $ | 4,279,640 | $ | (3,552,145 | ) |
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