8-K
AleAnna, Inc. (ANNA)
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 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. ☐
Item2.02 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). |
1
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 |
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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<br> 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<br>initiatives. |
| --- | --- |
| ● | Gradizza Concession secured which represents a first milestone within<br>a broader growth and value creation Program. |
| --- | --- |
| ● | Following successful establishment of production at Longanesi, and completion of an extensive technical study, AleAnna’s reserves<br>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/
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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<br><br> December 31, | |||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 2025 | 2024 | |||||||||||
| (unaudited) | (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 | - | 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 | ) |
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ALEANNA, INC.
CONSOLIDATED BALANCE SHEETS
AS OF DECEMBER 31, 2025 and 2024
| December 31, <br> 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<br> 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<br>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 | 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 |
All values are in US Dollars.
4
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 |
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ALEANNA, INC.
SEGMENT OPERATING RESULTS
| Three Months Ended December 31, 2024 | |||||||||
|---|---|---|---|---|---|---|---|---|---|
| Conventional | Renewable | Total | |||||||
| Unaudited | |||||||||
| Revenues | $ | - | $ | 771,702 | $ | 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 | $ | 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 |
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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, <br> 2025 | December 31,<br> 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 | 774,220 | ||||
| Adjusted EBITDA | $ | 3,038,460 | $ | 6,610,266 |
7