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Form 8-K

sec.gov

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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