Form 8-K
8-K — AleAnna, Inc.
Accession: 0001213900-26-056667
Filed: 2026-05-14
Period: 2026-05-14
CIK: 0001845123
SIC: 1311 (CRUDE PETROLEUM & NATURAL GAS)
Item: Results of Operations and Financial Condition
Item: Financial Statements and Exhibits
Documents
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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 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 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).
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: May 14, 2026
AleAnna, Inc.
By:
/s/ Ivan Ronald
Name:
Ivan Ronald
Title:
Chief Financial Officer
2
EX-99.1 — PRESS RELEASE, ISSUED MAY 14, 2026
EX-99.1
Filename: ea029045101ex99-1.htm · Sequence: 2
Exhibit 99.1
AleAnna, Inc. Reports First Quarter 2026 Results
AleAnna, Inc. reports positive Adjusted EBITDA1
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 EBITDA1 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 EBITDA1. 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
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/
2
ALEANNA,
INC.
CONSOLIDATED
STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS) (UNAUDITED)
FOR
THE 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
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 )
3
ALEANNA, INC.
CONSOLIDATED BALANCE SHEETS (UNAUDITED)
AS OF MARCH 31, 2026 AND DECEMBER 31, 2025
March 31,
2026
December 31,
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
4
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,
2026
March 31,
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 )
5
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us-gaap_StatementClassOfStockAxis=ANNA_WarrantsEachWholeWarrantExercisableForOneShareOfClassCommonStockMember
Namespace Prefix:
Data Type:
na
Balance Type:
Period Type: