AleAnna Q3 2026 revenue rises to $20.5M; profit $6.2M

Operating cash flow reached $15.5 million for nine months, while disclosure controls remained ineffective at quarter-end.

Available on EDGAR 11/12/2026 - 06:35 AM EST Accepted by SEC EDGAR 11/12/2026 - 06:35 AM EST Learn about SEC filing dates

Rhea-AI Filing Summary

AleAnna, Inc. (ANNA) reported third-quarter 2026 revenue of $20.5 million, up from $11.2 million a year earlier, and net income of $6.2 million versus $5.3 million. For the nine months ended September 30, revenue was $40.1 million versus $15.9 million, while net income was $13.4 million versus $2.6 million. Net income attributable to Class A stockholders was $3.8 million for the quarter and $8.2 million for the nine months.

Longanesi natural gas sales drove most revenue; management attributed quarterly revenue growth mainly to higher realized gas prices and nine-month growth to a longer production period and higher prices. Cash provided by operating activities was $15.5 million for the nine months, compared with $6.4 million in 2025; unrestricted cash was $25.5 million at September 30. The company paid $10.8 million in Longanesi contingent consideration during the period.

Disclosure controls were not effective at September 30 because previously identified material weaknesses remained. AleAnna began remediation, including expanding its finance organization and formalizing processes, but said these activities had not materially changed internal control over financial reporting. Construction began at Gradizza and continued at Longanesi; the permanent Longanesi facility was expected to be completed during the remainder of 2026 and into early 2027.

3 points · 0 major

MixediHow this balance works

How this balance works

Rhea-AI gives every point it takes from this document a weight. Minor counts 1, Moderate 3 and Major 9, so one Major point outweighs several Minor ones. The bar adds up the weights on each side, and when neither side holds more than 65% of the total the balance reads Mixed.

It reads the document as published, with the same rules for every company, and it does not look at what the market expected or at how the stock traded, so a point can be objectively good on a day the stock falls.

Rhea-AI Sentiment measures something else, the tone of the wording.

How the balance worksHow Sentiment works

1 major · 1 point

How the balance works

Positive

• Moderate pointRevenue growth: 83% quarterly; 152% for nine months, year over year.
• Moderate pointNine-month Class A net income: $8.2 million versus $1.7 million.
• Moderate pointOperating cash flow reached $15.5 million, versus $6.4 million.

Negative

• Major pointDisclosure controls were ineffective at September 30, 2026; material weaknesses persisted.

Filing Explained

The recorded obligation is short-term, but its payment amount remains tied mainly to Longanesi sales volumes and spot gas prices.

AleAnna's unaudited third-quarter report records a $16.6 million Longanesi contingent-consideration liability at September 30, 2026, classified entirely as short-term. The remaining consideration is payable under a formula driven mainly by sales volumes and spot natural-gas prices during the first 12 years of production, tying payments to those factors.

Management believes cash on hand plus expected operating cash flows will cover operating expenses and support continued growth for at least 12 months, and expects to fund remaining contingent-consideration payments from those sources.

Key Figures

Revenue: $20.5 million Revenue: $40.1 million Net income: $6.2 million +3 more

6 metrics

Revenue $20.5 million Three months ended September 30, 2026; $11.2 million in 2025

Revenue $40.1 million Nine months ended September 30, 2026; $15.9 million in 2025

Net income $6.2 million Three months ended September 30, 2026; $5.3 million in 2025

Net income attributable to Class A stockholders $8.2 million Nine months ended September 30, 2026; $1.7 million in 2025

Cash provided by operating activities $15.5 million Nine months ended September 30, 2026; $6.4 million in 2025

Unrestricted cash and cash equivalents $25.5 million As of September 30, 2026

Key Terms

Adjusted EBITDA, working interest, contingent consideration liability, Asset Retirement Obligations

4 terms

Adjusted EBITDA financial

"Segment Adjusted EBITDA is the reported measure of segment profit or loss."

Adjusted EBITDA is a way companies measure how much money they make from their core operations, like running a business, by removing certain costs or income that aren’t part of regular business activities. It helps investors see how well a company is doing without distractions from unusual expenses or gains, making it easier to compare companies or track performance over time.

working interest technical

"AleAnna retains a 33.5% working interest in the Longanesi field"

The working interest is the percentage ownership one party holds in an oil or gas lease that gives them the right to a share of production and also the obligation to pay a proportional share of exploration, development and operating costs. Think of it like owning a slice of a cake but also agreeing to pay part of the bill to bake it: a larger working interest means bigger potential revenue when wells produce, but also larger exposure to costs and liabilities if things go wrong.

contingent consideration liability financial

"the Longanesi contingent consideration liability was $16.6 million."

Contingent consideration liability is an obligation a company records when it may owe future payments tied to the outcome of a past deal, such as extra cash or shares if certain targets are met. Think of it like a promised bonus that depends on future results; it matters to investors because it can change a company's reported debt, future cash needs, and reported earnings volatility as those contingent payments are re-estimated over time.

Asset Retirement Obligations financial

"measurement of its Asset Retirement Obligations (“AROs”)"

Asset retirement obligations are a company’s recorded promise to pay for dismantling, cleaning up, or restoring property when a long-lived asset is retired — for example decommissioning a plant or removing equipment. Companies estimate the future cleanup cost today and book it as a liability (and add the cost to the asset), so it affects the balance sheet, reported profits over time, and future cash needs; investors watch it like a planned bill that can reduce cash available for returns.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

How much revenue did ANNA report for the third quarter of 2026?

AleAnna reported $20.5 million in revenue for the three months ended September 30, 2026, compared with $11.2 million in the same period of 2025. For the nine months ended September 30, 2026, revenue was $40.1 million, compared with $15.9 million.

What was ANNA's net income in the third quarter and first nine months of 2026?

AleAnna reported $6.2 million of net income for the third quarter and $13.4 million for the first nine months of 2026. The comparable 2025 amounts were $5.3 million and $2.6 million. Net income attributable to Class A stockholders was $3.8 million and $8.2 million, respectively.

What is the status of ANNA's Gradizza project?

AleAnna's application for the Gradizza production concession was approved in January 2026, and the company commenced construction activities during the nine months ended September 30, 2026. AleAnna stated that it holds a 100% working interest in the field and will serve as operator.

Does ANNA expect its cash to cover operations over the next year?

Management believes existing cash on hand, together with expected cash flows from operations, will be sufficient to meet operating expenses and support continued growth for at least the next 12 months.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Table of Contents

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

FOR THE QUARTERLY PERIOD ENDED September 30, 2026

or

o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

FOR THE TRANSITION PERIOD FROM ___________ TO __________

COMMISSION FILE NUMBER: 001-41164

AleAnna, Inc.

(Exact name of registrant as specified in its charter)

Delaware						98-1582153
(State or other jurisdiction of  incorporation or organization)						(I.R.S. Employer  Identification Number)

300 Crescent Court, Suite 1860

Dallas, TX 75201

(Address of principal executive offices)

(469) 398-2200

(Registrant’s telephone number, including area code)

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 Capital Market

Warrants, each whole warrant exercisable for one share of Class A common stock

ANNAW

The Nasdaq Capital Market

Securities registered pursuant to Section 12(g) of the Act: None

Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x No o

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes x No o

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer			o			Accelerated filer			o
Non-accelerated filer			x			Smaller reporting company			x
						Emerging growth company			x

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. o

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No x

As of November 11, 2026, 41,157,347 shares of Class A common stock, par value $0.0001 per share, and 25,994,400 shares of Class C common stock, par value $0.0001 per share, of the registrant were outstanding.

Table of Contents

Table of Contents

PART I FINANCIAL INFORMATION
Item 1. Condensed Consolidated Financial Statements (Unaudited)			1
Condensed Consolidated Balance Sheets			1
Condensed Consolidated Statements of Operations and Comprehensive Income (Loss)			2
Condensed Consolidated Statements of Changes in Stockholders’ Equity			3
Condensed Consolidated Statements of Cash Flows			5
Notes to the Condensed Consolidated Financial Statements			6
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations			15
Item 3. Quantitative and Qualitative Disclosures About Market Risk			28
Item 4. Controls and Procedures			28
PART II OTHER INFORMATION
Item 1. Legal Proceedings			29
Item 1A. Risk Factors			29
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds			29
Item 3. Defaults Upon Senior Securities			29
Item 4. Mine Safety Disclosures			29
Item 5. Other Information			29
Item 6. Exhibits			30
Signatures			31

i

Table of Contents

PART I — FINANCIAL INFORMATION

Item 1. Condensed Consolidated Financial Statements (Unaudited)

ALEANNA, INC.

CONDENSED CONSOLIDATED BALANCE SHEETS (unaudited)

AS OF SEPTEMBER 30, 2026 AND DECEMBER 31, 2025

			Footnote Reference						September 30, 2026						December 31, 2025
ASSETS
Current Assets:
Cash and cash equivalents									$	25,474,351					$	31,826,830
Restricted cash									1,260,782						1,304,129
Accounts receivable									8,025,589						1,959,001
Prepaid expenses and other assets									5,029,939						1,528,622
Total Current Assets									39,790,661						36,618,582
Non-current assets:
Natural gas and other properties, successful efforts method, net of accumulated depreciation and depletion of $5,913,206 and $2,932,984, respectively			2						51,562,184						42,553,580
Renewable natural gas properties, net of accumulated depreciation of $767,807 and $508,583, respectively			2						10,310,354						10,744,121
Value-added tax receivable									9,118,938						9,589,576
Operating lease right-of-use assets									100,094						1,790,461
Deferred tax assets									1,761,504						-
Total Non-current Assets									72,853,074						64,677,738
Total Assets									$	112,643,735					$	101,296,320
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current Liabilities:
Accounts payable and accrued expenses									$	15,140,130					$	6,776,384
Income tax payable			5						4,195,215						417,568
Lease liability, short-term									76,076						200,419
Contingent consideration liability, short-term			3						16,615,215						11,576,846
Total Current Liabilities									36,026,636						18,971,217
Non-current Liabilities:
Asset retirement obligation			8						3,065,287						4,507,921
Deferred tax liability									866,923						897,812
Lease liability, long-term									-						1,588,243
Contingent consideration liability, long-term			3						-						16,651,065
Total Non-current Liabilities									3,932,210						23,645,041
Total Liabilities									39,958,846						42,616,258
Commitments and Contingencies			3
Stockholders’ Equity:
Class A Common Stock, par value $0.0001 per share, 150,000,000 shares authorized, 40,980,797 and 40,659,881 shares issued and outstanding as of September 30, 2026 and December 31, 2025, respectively									4,098						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 September 30, 2026 and December 31, 2025, respectively									2,599						2,599
Additional paid-in capital			4						230,943,142						228,640,286
Accumulated other comprehensive loss									(4,984,766)						(3,941,388)
Accumulated deficit									(181,015,601)						(189,248,843)
Noncontrolling interest									27,735,417						23,223,342
Total Stockholders’ Equity									72,684,889						58,680,062
Total Liabilities and Stockholders’ Equity									$	112,643,735					$	101,296,320

1

Table of Contents

ALEANNA, INC.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (unaudited)

FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2026 AND SEPTEMBER 30, 2025

			Footnote Reference						For the Three Months Ended  September 30,												For the Nine Months Ended,  September 30,
									2026						2025						2026						2025
Revenues			7						$	20,512,904					$	11,224,868					$	40,071,540					$	15,899,878
Operating expenses (income):
Cost of revenues									2,936,293						2,155,189						5,954,423						3,295,105
Lease operating expense									2,281,793						654,092						5,424,978						1,748,500
General and administrative									4,017,088						2,071,051						10,295,162						7,185,948
Depreciation and depletion			2						1,810,542						582,604						3,870,972						885,140
Accretion and remeasurement of asset retirement obligation			8						54,204						33,318						(497,333)						98,519
Total operating expenses									11,099,920						5,496,254						25,048,202						13,213,212
Operating income									9,412,984						5,728,614						15,023,338						2,686,666
Other income:
Interest and other income									139,079						146,655						427,355						538,291
Total other income									139,079						146,655						427,355						538,291
Income before income taxes									9,552,063						5,875,269						15,450,693						3,224,957
Income tax expense			5						(3,333,538)						(556,592)						(2,033,699)						(600,987)
Net income									6,218,525						5,318,677						13,416,994						2,623,970
Net income attributable to noncontrolling interests									(2,416,741)						(2,004,779)						(5,183,752)						(967,268)
Net income attributable to Class A Common stockholders									$	3,801,784					$	3,313,898					$	8,233,242					$	1,656,702
Other comprehensive (loss) income
Currency translation adjustment									$	(333,205)					$	716,316					$	(1,715,055)					$	4,797,503
Comprehensive income									5,885,320						6,034,993						11,701,939						7,421,473
Comprehensive income attributable to noncontrolling interests									(2,284,774)						(2,729,530)						(4,512,075)						(3,286,011)
Total comprehensive income attributable to Class A Common stockholders									$	3,600,546					$	3,305,463					$	7,189,864					$	4,135,462
Weighted average shares of Class A Common Stock outstanding, basic and diluted			6						40,960,842						40,615,773						40,840,312						40,631,315
Net income per share of Class A Common Stock, basic and diluted			6						$	0.09					$	0.08					$	0.20					$	0.04

The accompanying notes are an integral part of these financial statements.

2

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ALEANNA, INC.

CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY (unaudited)

FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2026 AND 2025

			Stockholders’ Equity
			Class A						Amount						Class C						Amount						Additional paid-in  capital						Accumulated  deficit						Accumulated other  comprehensive loss						Noncontrolling  interest						Total Stockholders’  Equity
			Common Stock												Common Stock
Balance, June 30, 2026			40,940,000						$	4,094					25,994,400						$	2,599					$	230,037,906					$	(184,817,385)					$	(4,783,528)					$	25,450,643					$	65,894,329
Shares issued under compensation plans			40,797						4						-						-						(4)						-						-						-						-
Foreign currency translation			-						-						-						-						-						-						(201,238)						(131,967)						(333,205)
Stock compensation expense			-						-						-						-						952,241						-						-						-						952,241
Tax withholding related to net share settlements of equity awards			-						-						-						-						(47,001)						-						-						-						(47,001)
Net income			-						-						-						-						-						3,801,784						-						2,416,741						6,218,525
Balance, September 30, 2026			40,980,797						$	4,098					25,994,400						$	2,599					$	230,943,142					$	(181,015,601)					$	(4,984,766)					$	27,735,417					$	72,684,889

			Stockholders’ Equity
			Class A						Amount						Class C						Amount						Additional paid-in  capital						Accumulated  deficit						Accumulated other comprehensive loss						Noncontrolling  interest						Total Stockholders’  Equity
			Common Stock												Common Stock
Balance, December 31, 2025			40,659,881						$	4,066					25,994,400						$	2,599					$	228,640,286					$	(189,248,843)					$	(3,941,388)					$	23,223,342					$	58,680,062
Shares issued under compensation plans			320,916						32						-						-						346,137						-						-						-						346,169
Foreign currency translation			-						-						-						-						-						-						(1,043,378)						(671,677)						(1,715,055)
Stock compensation expense			-						-						-						-						2,350,943						-						-						-						2,350,943
Tax withholding related to net share settlements of equity awards			-						-						-						-						(394,224)						-						-						-						(394,224)
Net income			-						-						-						-						-						8,233,242						-						5,183,752						13,416,994
Balance, September 30, 2026			40,980,797						$	4,098					25,994,400						$	2,599					$	230,943,142					$	(181,015,601)					$	(4,984,766)					$	27,735,417					$	72,684,889

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			Stockholders’ Equity
			Class A						Amount						Class C						Amount						Additional paid-in  capital						Accumulated  deficit						Accumulated other  comprehensive loss						Noncontrolling  interest						Total Stockholders’  Equity
			Common Stock												Common Stock
Balance, June 30, 2025			40,659,881						$	4,066					25,994,400						$	2,599					227,866,066						$	(192,705,149)					$	(3,316,185)					$	20,447,574					$	52,298,971
Foreign currency translation			-						-						-						-						-						-						(8,433)						724,751						716,318
Net income			-						-						-						-						-						3,313,898						-						2,004,779						5,318,677
Balance, September 30, 2025			40,659,881						$	4,066					25,994,400						$	2,599					$	227,866,066					$	(189,391,251)					$	(3,324,618)					$	23,177,104					$	58,333,966

			Stockholders’ Equity
			Class A						Amount						Class C						Amount						Additional paid-in  capital						Accumulated  deficit						Accumulated other  comprehensive loss						Noncontrolling  interest						Total Stockholders’  Equity
			Common Stock												Common Stock
Balance, December 31, 2024			40,560,433						$	4,056					25,994,400						$	2,599					226,722,424						$	(191,047,953)					$	(5,803,378)					$	19,891,093					$	49,768,841
Exercises of warrants			99,448						10						-						-						1,143,642						-						-						-						1,143,652
Foreign currency translation			-						-						-						-						-						-						2,478,760						2,318,743						4,797,503
Net income			-						-						-						-						-						1,656,702						-						967,268						2,623,970
Balance, September 30, 2025			40,659,881						$	4,066					25,994,400						$	2,599					$	227,866,066					$	(189,391,251)					$	(3,324,618)					$	23,177,104					$	58,333,966

The accompanying notes are an integral part of these financial statements.

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ALEANNA, INC.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (unaudited)

FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2026 AND 2025

			Footnote Reference						For the Nine Months Ended September 30,
									2026						2025
Cash flows from operating activities
Net income									$	13,416,994					$	2,623,970
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and depletion			2						3,870,972						885,140
Accretion and remeasurement of asset retirement obligation			8						(497,333)						98,519
Share-based compensation									2,350,943						-
Changes in operating assets and liabilities:
Accounts receivable									(6,252,884)						(825,050)
Prepaid expenses and other assets									(2,254,651)						(24,173)
Value-added tax receivable									156,671						(786,328)
Accounts payable and accrued expenses									2,638,852						4,578,415
Current and deferred tax asset/liability			5						2,089,518						-
Change in operating lease liability									(27,432)						(139,176)
Net cash provided by operating activities									15,491,650						6,411,317
Cash flows from investing activities
Additions to renewable natural gas properties			2						(26,107)						(346,280)
Additions to conventional natural gas properties			2						(10,613,068)						(3,910,409)
Net cash used in investing activities									(10,639,175)						(4,256,689)
Cash flows from financing activities
Proceeds from exercises of warrants									-						1,143,652
Proceeds from sale of common stock									431,744						-
Settlement of equity awards									(85,603)						-
Payments for taxes related to net share settlement of equity awards									(394,224)						-
Payment of contingent consideration related to business acquisition									(10,760,420)						-
Net cash (used in) provided by financing activities									(10,808,503)						1,143,652
Effect of foreign currency translation on cash									(439,798)						742,947
Change in cash, cash equivalents and restricted cash during the period									(6,395,826)						4,041,227
Cash, cash equivalents and restricted cash, beginning of period									33,130,959						28,330,159
Cash, cash equivalents and restricted cash, end of period									$	26,735,133					$	32,371,386
Supplemental disclosures:
Decrease in right-of-use assets resulting from contract modification									1,627,033						-
Decrease in operating lease liabilities resulting from contract modification									1,585,743						-
Remeasurement of ARO									946,358						-

The accompanying notes are an integral part of these financial statements.

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ALEANNA, INC.

NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE QUARTER ENDED SEPTEMBER 30, 2026

NOTE 1 – Business Overview and Basis of Presentation

AleAnna, Inc. (together with its subsidiaries, the “Company” or “AleAnna”), a Delaware corporation, was formed on December 13, 2024, in connection with the Business Combination (as defined below). AleAnna Inc. consolidates AleAnna Energy, LLC, AleAnna Resources, LLC, AleAnna Italia S.p.A. (“AleAnna Italia”) and AleAnna Renewable Energy S.r.l. (“AleAnna Renewable”). AleAnna Renewable is comprised of various subsidiaries that hold its renewable natural gas assets (the “RNG Subsidiaries”).

Business Combination

On December 13, 2024 (the “Closing Date”), AleAnna consummated its business combination pursuant to that certain Agreement and Plan of Merger (as amended by that certain First Amendment to the Merger Agreement, dated as of October 8, 2024, the “Merger Agreement”), dated June 4, 2024, by and among Swiftmerge Acquisition Corp., a Cayman Islands exempted company (“Swiftmerge”), Swiftmerge HoldCo LLC, a Delaware limited liability company and wholly-owned subsidiary of Swiftmerge (“HoldCo”), Swiftmerge Merger Sub LLC, a Delaware limited liability company and wholly-owned subsidiary of HoldCo and AleAnna Energy, LLC, a Delaware limited liability company (the “Merger”). Immediately upon the completion of the Business Combination, Swiftmerge was renamed to AleAnna, Inc.

AleAnna is a holding company and its organizational structure is commonly referred to as an umbrella partnership C corporation (or “Up-C”) structure. It is dependent upon distributions from HoldCo to pay taxes, and cover its corporate and other overhead expenses. AleAnna is the sole manager of and controls HoldCo, and consolidates HoldCo and its subsidiaries. Economic interests in HoldCo held by other members are reflected as noncontrolling interests in the consolidated financial statements.

Prior to the Business Combination, and up to the Closing Date, Swiftmerge was a special purpose acquisition company incorporated for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses.

Conventional Natural Gas

AleAnna is a natural gas resource developer focused on delivering critical natural gas supplies to Europe through both onshore conventional natural gas exploration and renewable natural gas development in Italy. The Company has several conventional natural gas discoveries including the Longanesi field, located in the Po Valley in Northern Italy, which is one of Italy’s largest modern gas discoveries. AleAnna retains a 33.5% working interest in the Longanesi field with its working interest partner, and operator, Società Padana Energia S.r.l. (“Padana”). AleAnna acquired its working interest in the Longanesi field through a 2016 transaction with Enel S.p.a. The Company also retains wholly owned concessions, permits, and pending applications on other exploration and development prospects across Italy which are supported by proprietary modern 3D seismic reservoir imaging.

In March 2025, AleAnna achieved a key milestone with the first production from its working interests in five wells in the Longanesi field. The Company began recognizing revenue and related expenses, including depreciation and depletion, associated with Longanesi production in 2025.

Renewable Natural Gas (“RNG”)

In 2023, AleAnna launched a renewable natural gas (“RNG”) development business focused on bringing to market carbon negative renewable natural gas derived from animal and agricultural waste.

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Basis of Presentation

The accompanying unaudited consolidated financial statements have been prepared in conformity with accounting principles generally accepted in the United States (“GAAP”), and in conformity with the rules and regulations of the Securities and Exchange Commission (“SEC”). In the opinion of management, these condensed consolidated financial statements contain all adjustments necessary for a fair statement of the results of the interim periods presented. Accordingly, the financial statements do not include all of the information and footnotes required by GAAP for complete financial statements and should be read in conjunction with the audited consolidated financial statements and notes thereto included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2025 (“2025 Form 10-K”). Results for interim periods are not necessarily indicative of results to be expected for a full year or any future period.

Significant Accounting Policies

The preparation of financial statements in conformity with GAAP requires the Company to make estimates and assumptions that affect the reported amounts of assets and liabilities, revenues and expenses, and disclosures related to these amounts at the date of the financial statements. The Company evaluates these estimates and assumptions on an ongoing basis based on current and historical developments, market conditions, industry trends and other information that the Company believes to be reasonable under the circumstances. The Company can make no assurance that actual results will conform to its estimates and assumptions; reported results of operations may be materially affected by changes in these estimates and assumptions.

There have been no material changes to the Company’s significant accounting policies as described in the audited consolidated financial statements included in the Annual Report on Form 10-K for the year ended December 31, 2025.

Restricted Cash

Restricted cash consists of amounts that are held in escrow accounts or otherwise segregated to satisfy specific contractual obligations. The Company’s restricted cash relates to amounts reserved in connection with its contingent consideration liability. The following is a reconciliation of the beginning-of-period and end-of-period total cash, cash equivalents, and restricted cash as shown in the consolidated statements of cash flows:

			As of December 31, 2025
Cash and cash equivalents			$	31,826,830
Restricted cash			1,304,129
			$	33,130,959
			As of September 30, 2026
Cash and cash equivalents			$	25,474,351
Restricted cash			1,260,782
			$	26,735,133

Accounting Changes Not Yet Adopted

In November 2024, the FASB issued ASU 2024-03 to improve the disclosures about a public business entity’s expenses. The update requires more detailed information on expense components, such as inventory purchases, employee compensation, depreciation, amortization, and depletion, within commonly reported categories like cost of sales, SG&A, and research and development. These amendments are effective for annual reporting periods beginning after December 15, 2026, and interim reporting periods beginning after December 15, 2027. The Company is currently evaluating the provisions of the amendments and the impact on its future consolidated statements and disclosures.

In November 2025, the FASB issued ASU 2025-11 to improve navigability and clarify the application of the guidance in ASC 270. The guidance lists the interim disclosures required under U.S. GAAP as well as establishes a disclosure principle. The new disclosure principle requires entities to disclose events or changes that have occurred since the end of the previous annual reporting period and have a material impact on the entity. These amendments are effective for interim reporting periods beginning after December 15, 2027 with early adoption allowed. The Company is currently evaluating the effect the updated guidance will have on the Company’s financial statement disclosures.

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NOTE 2 – NATURAL GAS PROPERTIES

Conventional Natural Gas Properties

			September 30, 2026						December 31, 2025
Natural gas properties			$	80,639,447					$	69,539,662
Less: Accumulated impairment			(23,164,057)						(24,053,098)
Less: Accumulated depreciation and depletion			(5,913,206)						(2,932,984)
Natural gas and other properties, net			$	51,562,184					$	42,553,580

Asset additions during the nine months ended September 30, 2026 and 2025 primarily related to the construction of the Longanesi processing facility. There were no exploratory wells drilled and there were no capitalized exploratory well costs incurred during the three and nine months ended September 30, 2026 or September 30, 2025. The Company recorded no impairment of natural gas properties during the three and nine months ended September 30, 2026 or September 30, 2025. The change in accumulated impairment relates to the effects of foreign currency translation adjustments. During the three and nine months ended September 30, 2026 conventional natural gas properties were negatively impacted by the effects of foreign currency translation of $0.3 million and $1.7 million.

Renewable Natural Gas Properties

			September 30, 2026						December 31, 2025
Renewable natural gas properties			$	11,078,161					$	11,252,704
Less: Accumulated depreciation and depletion			(767,807)						(508,583)
Renewable natural gas properties, net			$	10,310,354					$	10,744,121

During the three and nine months ended September 30, 2026 renewable natural gas properties were negatively impacted by the effects of foreign currency translation of less than $0.1 million and $0.3 million, respectively.

NOTE 3 – COMMITMENTS AND CONTINGENCIES

The Company is subject to loss contingencies related to litigation, claims, investigations and legal and administrative cases and proceedings arising in the ordinary course of business. The Company evaluates these contingencies on a regular basis and accrues a liability for such matters when the Company believes that a loss is probable, and the amount of the loss can be reasonably estimated. Due to the inherent subjectivity of the assessments and unpredictability of outcomes of legal proceedings, any amounts accrued or estimated as possible losses may not represent the ultimate loss to the Company from the legal proceedings in question and the Company’s exposure and ultimate losses may be higher, and possibly significantly so, than the amounts accrued or estimated.

At September 30, 2026, the Longanesi contingent consideration liability was $16.6 million. During the nine months ended September 30, 2026, the Company paid $10.8 million in contingent consideration to Enel S.p.a. ("Enel") in accordance with the terms of that certain purchase agreement, dated July 13, 2016, by and between Enel and the Company (the “Longanesi Purchase Agreement”), pursuant to which the Company acquired its working interest in the Longanesi field. The contingent consideration is payable based on a formulaic calculation which is predominantly dependent on sales volumes and spot natural gas prices during the first 12 years of the earn-out period.

There were no other material changes to the Company’s commitments and contingencies during the three and nine months ended September 30, 2026.

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NOTE 4 – STOCK-BASED COMPENSATION

AleAnna, Inc. 2025 Long-Term Incentive Plan

On June 12, 2025, the stockholders approved and adopted the AleAnna, Inc. 2025 Long-Term Incentive Plan (“LTIP”). The LTIP provides for the grant of both incentive stock options (“ISOs”) and nonqualified stock options (“NSOs” and together with ISOs, “Stock Options”), as well as the grant of stock appreciation rights (“SARs”), restricted stock, restricted stock units (“RSUs”), performance awards, dividend equivalent rights, and other awards, which may be granted separately or in combination or in tandem with other awards, and which may be paid in cash or shares of our common stock.

RSUs are granted to certain employees and non-employee directors. The Company has different classes of RSUs. Generally, RSUs vest one-third each year over a three-year vesting schedule following the grant date, subject to the holder’s continuous service requirement. Annual RSUs generally vest upon the earliest of the one-year anniversary of the grant date or the next annual meeting of the stockholders, provided that such annual meeting occurs at least 52 weeks following the prior annual meeting of the stockholders, and subject to the holder’s continuous service on such date. RSUs may be settled in cash or shares of common stock or a combination thereof at the sole discretion of the Company. Retention RSUs generally vest at grant date.

Performance Stock Units ("PSUs") are granted to certain employees at no cost to the recipient and are subject to vesting based on achieving certain performance metrics, as defined. The Company reassesses the probability of achievement each reporting period and recognizes cost only for awards it deems probable of vesting. Outstanding PSUs may be settled in cash or shares of common stock or a combination thereof at the sole discretion of the Company. Holders of PSUs have no right to vote the shares represented by the units until vested and settled.

The Company recognized stock-based compensation expense, which is included in General and administrative expense on the Company’s condensed consolidated statement of operations, of $1.0 million and $2.4 million for the three and nine months ended September 30, 2026. No stock-based compensation expense was recorded for the three and nine months ended September 30, 2025.

During the nine months ended September 30, 2026, the Compensation Committee granted various awards under the 2025 Long-Term Incentive Plan totaling approximately 765,000 awards.

Restricted Stock Units

									Number of Shares of RSUs
Unvested as of December 31, 2025									221,550
Granted									251,031
Vested									(140,077)
Forfeited									-
Unvested as of September 30, 2026									332,504

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									Number of Shares of Annual RSUs
Unvested as of December 31, 2025									108,959
Granted									123,907
Vested									-
Forfeited									-
Unvested as of September 30, 2026									232,866

As of September 30, 2026 the fair value of the RSUs and Annual RSUs granted ranged between $3.19 and $5.12, the closing sale price of the Company’s Class A Common Stock on the grant date. As of September 30, 2026 the total unrecognized compensation cost related to RSUs and Annual RSUs was $1.1 million which is expected to be recognized over a weighted-average period of 1.22 years.

Performance Stock Units

									Number of Shares of PSUs
Unvested as of December 31, 2025									276,627
Granted									390,098
Vested									(197,218)
Forfeited									(79,409)
Unvested as of September 30, 2026									390,098

As of September 30, 2026, the fair value of PSUs with a performance-based condition was within a range between $2.90 and $5.12, based on the closing sale price of the Company’s Class A Common Stock on the grant dates. During the nine months ended September 30, 2026, the Compensation Committee certified the level of performance achieved under the PSU awards for the performance periods ended December 31, 2025 and June 30, 2026. As such, 197,218 shares of Class A Common Stock vested during the nine months ended September 30, 2026.

As of September 30, 2026 the total unrecognized compensation cost related to PSUs was $1.0 million which is expected to be recognized over a weighted-average period of 1.18 years.

NOTE 5 – INCOME TAXES

As of September 30, 2026 and December 31, 2025, AleAnna, Inc. held 60.94% of the economic interest in HoldCo, which is treated as a partnership for U.S. federal income tax purposes. As a partnership, HoldCo generally is not subject to U.S. federal income tax under current U.S. tax laws as its net taxable income (loss) and any related tax credits are passed through to its members and included in their tax returns, even though such net taxable income (loss) or tax credits may not have actually been distributed. AleAnna, Inc. is subject to U.S. federal income taxes, in addition to state and local income taxes, with respect to its distributive share of the net taxable income (loss) and any related tax credits of HoldCo. AleAnna Energy was historically and remains a disregarded subsidiary of a partnership for U.S. Federal income tax purposes with each partner being separately taxed on its share of taxable income or loss. As a direct result of the Business Combination, HoldCo became the sole member of AleAnna Energy. As such, HoldCo’s distributive share of any net taxable income or loss and any related tax credits of AleAnna Energy are then distributed to the Company. For the days and periods prior to the closing of the Business Combination, AleAnna Energy was a disregarded subsidiary of an entity treated as a partnership. As such, its net taxable loss and any related tax credits were allocated to its members.

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The Company applies an estimated annual effective rate to interim period pre-tax income to calculate the income tax provision for the quarter in accordance with the principal method prescribed by the accounting guidance established for computing income taxes in interim periods. The Company recognized $3.3 million and $2.0 million in income tax expense during the three and nine months ended September 30, 2026 compared to an income tax expense of $0.6 million and $0.6 million during the same respective periods of 2025, primarily related to temporary differences of its Italian subsidiaries. Income tax expense was $3.3 million and $2.0 million for the three and nine months ended September 30, 2026, respectively, representing effective tax rates of 34.9% and 13.2%. The effective tax rates differed from the U.S. statutory tax rate of 21%, primarily due to the tax effects of income earned by the Italian subsidiaries, partially offset by the utilization of net operating loss carryforwards, and a valuation allowance against the deferred tax assets arising from the U.S. entities pretax losses.

NOTE 6 – INCOME PER SHARE

For the three and nine months ended September 30, 2026 and 2025, basic net income (loss) per share was computed by dividing net income (loss) attributable to holders of Class A Common Stock by the weighted average number of shares of Class A Common Stock outstanding during the respective periods. Diluted net income (loss) per share was computed by dividing net income (loss) attributable to holders of Class A Common Stock by the weighted-average number of shares of Class A Common Stock outstanding, adjusted to give effect to potentially dilutive securities.

For the three and nine months ended September 30, 2026 and 2025, the Company excluded potentially dilutive securities from the computation of diluted net income (loss) per share because their inclusion would have been anti-dilutive. As a result, the weighted average number of shares of Class A Common Stock outstanding used to calculate basic and diluted net income (loss) per share is the same.

The following table presents the numerator and denominator used to compute basic and diluted net income per share of Class A Common Stock:

			Three months ended  September 30,						Nine months ended  September 30,
			2026						2025			2026						2025
Net income			$	6,218,525					$	5,318,677		$	13,416,994					$	2,623,970
Net income attributable to noncontrolling interests			(2,416,741)						(2,004,779)			(5,183,752)						(967,268)
Net income attributable to holders of Class A Common Stock			$	3,801,784					$	3,313,898		$	8,233,242					$	1,656,702
Weighted average shares of Class A Common Stock outstanding, basic			40,960,842						40,615,773			40,840,312						40,631,315
Net income per share of Class A Common Stock, basic and diluted			$	0.09					$	0.08		$	0.20					$	0.04

The following potentially dilutive securities were excluded from the diluted earnings per share for the periods presented:

			Three months ended  September 30,						Nine months ended  September 30,
			2026						2025			2026						2025
Performance Stock Units			338,955						-			212,312						-
Restricted Stock Units			234,851						-			147,104						-
Public Warrants			11,150,543						11,150,543			11,150,543						11,150,543
Class C Common Shares			25,994,400						25,994,400			25,994,400						25,994,400
Total shares excluded			37,718,749						37,144,943			37,504,359						37,144,943

There were no outstanding PSUs or RSUs during the nine months ended September 30, 2025.

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NOTE 7 – SEGMENT REPORTING

The Company has two operating segments, the Conventional segment and the Renewable segment, each of which also qualifies as a reportable segment, based on the manner in which the chief operating decision maker (“CODM”), the Company’s Chief Executive Officer, reviews financial information to assess performance and allocate resources.

•The Conventional segment consists of the natural gas exploration and production activities conducted by AleAnna Italia. The primary product of this segment is conventional natural gas produced from onshore exploration and development in Italy.

•The Renewable segment consists of the RNG and electricity production activities conducted by AleAnna Renewable and the RNG Subsidiaries. The segment’s primary output is electricity generated from RNG derived from animal and agricultural waste.

The CODM uses segment revenue and segment Adjusted EBITDA to assess operating performance and allocate resources, including decisions regarding the timing and amount of investment in the conventional and renewable businesses. Segment Adjusted EBITDA is the reported measure of segment profit or loss.

Segment Adjusted EBITDA excludes depreciation, depletion and amortization, interest and other income, income taxes, stock-based compensation expense and gains or losses from remeasurement of asset retirement obligations. Corporate general and administrative expenses are not allocated to the reportable segments and are included in the reconciliation to consolidated income before income taxes. Corporate activities do not constitute a reportable segment.

The following tables present segment revenues, significant segment expenses and segment Adjusted EBITDA.

All reported revenues are from external customers, and total segment revenues equal consolidated revenues for each period presented. The Company’s revenues are generated in Italy. Substantially all assets other than corporate assets, primarily cash held in the United States, are located in Italy.

			Three months ended September 30, 2026
			Conventional						Renewable						Segment Total			Corporate costs			Total
Revenues			19,855,347						657,557						20,512,904			-			20,512,904
Less:
Cost of revenues			2,026,988						909,305						2,936,293			-			2,936,293
Lease operating expense			2,281,793						-						2,281,793			-			2,281,793
General and administrative			1,054,067						361,012						1,415,079			2,602,009			4,017,088
Accretion and remeasurement of asset retirement obligation			54,204						-						54,204			-			54,204
EBITDA			14,438,295						(612,760)						13,825,535			(2,602,009)			11,223,526
Add/(Deduct):
Stock-based compensation expense			-						-						-			952,241			952,241
Adjusted EBITDA			14,438,295						(612,760)						13,825,535			(1,649,768)			12,175,767
Depreciation and depletion																					(1,810,542)
Stock-based compensation expense																					(952,241)
Interest and other income																					139,079
Income before income taxes																					9,552,063

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			Nine months ended September 30, 2026
			Conventional						Renewable						Segment Total			Corporate costs			Total
Revenues			38,247,424						1,824,116						40,071,540			-			40,071,540
Less:
Cost of revenues			3,824,745						2,129,678						5,954,423			-			5,954,423
Lease operating expense			5,424,978						-						5,424,978			-			5,424,978
General and administrative			3,118,409						1,018,457						4,136,866			6,158,296			10,295,162
Accretion and remeasurement of asset retirement obligation			(497,333)						-						(497,333)			-			(497,333)
EBITDA			26,376,625						(1,324,019)						25,052,606			(6,158,296)			18,894,310
Add/(Deduct):
Stock-based compensation expense			-						-						-			2,350,943			2,350,943
Remeasurement of asset retirement obligation			(639,575)						-						(639,575)			-			(639,575)
Adjusted EBITDA			25,737,050						(1,324,019)						24,413,031			(3,807,353)			20,605,678
Depreciation and depletion																					(3,870,972)
Stock-based compensation expense																					(2,350,943)
Remeasurement of asset retirement obligation																					639,575
Interest and other income																					427,355
Income before income taxes																					15,450,693

			Three months ended September 30, 2025
			Conventional						Renewable						Segment Total			Corporate costs			Total
Revenues			10,577,395						647,473						11,224,868			-			11,224,868
Less:
Cost of revenues			1,348,779						806,410						2,155,189			-			2,155,189
Lease operating expense			654,092						-						654,092			-			654,092
General and administrative			674,287						684,462						1,358,749			712,302			2,071,051
Accretion and remeasurement of asset retirement obligation			33,318						-						33,318			-			33,318
EBITDA and Adjusted EBITDA			7,866,919						(843,399)						7,023,520			(712,302)			6,311,218
Depreciation and depletion																					(582,604)
Interest and other income																					146,655
Income before income taxes																					5,875,269

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			Nine months ended September 30, 2025
			Conventional						Renewable						Segment Total			Corporate costs			Total
Revenues			13,893,184						2,006,695						15,899,878			-			15,899,878
Less:
Cost of revenues			1,348,779						1,946,326						3,295,105			-			3,295,105
Lease operating expense			1,748,500						-						1,748,500			-			1,748,500
General and administrative			2,544,156						1,048,022						3,592,178			3,593,769			7,185,948
Accretion and remeasurement of asset retirement obligation			98,519						-						98,519			-			98,519
EBITDA and Adjusted EBITDA			8,153,230						(987,653)						7,165,576			(3,593,769)			3,571,806
Depreciation and depletion																					(885,140)
Interest and other income																					538,291
Income before income taxes																					3,224,957

NOTE 8 – ASSET RETIREMENT OBLIGATION

During the nine months ended September 30, 2026, the Company updated the assumptions underlying the measurement of its Asset Retirement Obligations (“AROs”) to reflect revised cost and timing estimates for the retirement activities at each site. The effect of the revisions was a net decrease in the aggregate ARO liability of approximately $1.6 million accounted for as follows:

•Downward revisions (site-by-site) were discounted using the credit-adjusted risk-free rate(s) that existed when the related ARO layer was originally recognized.

•Upward revision was discounted using the current credit-adjusted risk-free rate and treated as a new layer of the liability.

•Where a downward revision in the ARO exceeded the remaining unamortized Asset Retirement Cost (“ARC”) historically capitalized to the underlying asset, the ARC was reduced to zero, and the excess was recognized as a credit to the income statement. Where the revision was absorbed within the remaining ARC, the corresponding reduction was recorded as an adjustment to the capitalized ARC and will be reflected prospectively.

The revision reflects updated cost estimates for site restoration and, for certain wells, changes in the expected scope and timing of decommissioning activities based on the latest technical assessments.

The following table presents a reconciliation of the beginning and ending carrying amounts of the Company’s asset retirement obligations included in non-current liabilities in the Condensed Consolidated Balance Sheets.

			September 30, 2026			September 30, 2025
Balance January 1			$	4,507,921		$	4,375,919
Accretion			142,242			98,519
Change in timing and amount of restoration activities			(1,560,605)			-
Currency translation differences			(24,271)			1,413
Ending balance			$	3,065,287		$	4,475,851

NOTE 9 – SUBSEQUENT EVENTS

The Company evaluated subsequent events and transactions that occurred after the balance sheet date up to November 12, 2026, the date that the financial statements were issued and has determined there are no subsequent events to report.

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Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

The following discussion and analysis of our financial condition and results of operations should be read together with our unaudited condensed consolidated financial statements and related notes included elsewhere in this Quarterly Report on Form 10-Q, and with our audited consolidated financial statements, related notes and the section titled “Management’s Discussion and Analysis of Financial Condition and Results of Operations" included in our Annual Report on Form 10-K for the year ended December 31, 2025, filed with the Securities and Exchange Commission (“SEC”) on March 31, 2026.

Cautionary Note Regarding Forward-Looking Statements

This Quarterly Report on Form 10-Q (“Form 10-Q”) contains forward-looking statements that involve substantial risks and uncertainties within the meaning of Section 21E of the Securities Exchange Act of 1934, as amended, and Section 27A of the Securities Act of 1933, as amended. All statements other than statements of historical facts contained in this Form 10-Q, including statements regarding the Company’s future financial position, business strategy and plans and objectives of management for future operations, are forward-looking statements. In some cases, you can identify forward-looking statements by terminology such as “may,” “will,” “should,” “expects,” “plans,” “anticipates,” “could,” “intends,” “targets,” “projects,” “contemplates,” “believes,” “estimates,” “predicts,” “potential” or “continue” or the negative of these terms or other similar expressions.

Forward-looking statements involve a number of risks, uncertainties and assumptions, and actual results or events may differ materially from those projected or implied in those statements. Important factors that could cause such differences include, but are not limited to:

•the Company’s financial condition and results of operations;

•the development of our estimated proved undeveloped reserves;

•the Company’s reserves estimates;

•the timing of acquisition, financing, construction and development of new projects;

•the Company’s ability to raise financing in the future;

•changes in public acceptance and support of renewable energy development and projects;

•the Company’s ability to obtain necessary regulatory and governmental permits and approvals;

•the effects of competition;

•the Company’s ability to identify, acquire, develop and operate renewable natural gas facilities;

•governmental incentives for renewable energy generation;

•the demand for renewable energy not being sustained;

•political, economic and other uncertainties, including those related to the European Union’s (“EU”) clean energy transition;

•changes in environmental laws and regulations;

•disruptions in the supply chain, fluctuation in price of product inputs, and market conditions and global and economic factors beyond the Company’s control;

•the Company’s success in retaining or recruiting, or changes required in, its officers, key employees or directors;

•the effect of legal, tax and regulatory changes; and

•we may be subject to liabilities and losses that may not be covered by insurance.

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For a more detailed discussion of these and other factors that may affect our business and that could cause the actual results to differ materially from those anticipated in forward-looking statements, see “Risk Factors” in Part I, Item 1A of our Annual Report on Form 10-K for the year ended December 31, 2025, and Part II, Item 1A “Risk Factors” and elsewhere in this Quarterly Report on Form 10-Q.

Overview

We are a natural gas developer focused on delivering critical natural gas supplies to Europe through both onshore conventional natural gas exploration and renewable natural gas development in Italy. We have several conventional natural gas discoveries including the Longanesi field, located in the Po Valley in Northern Italy, which is one of Italy’s largest modern gas discoveries. We retain a 33.5% working interest in the Longanesi field with our working interest partner, and operator, Società Padana Energia S.r.l. (“Padana”). We acquired our working interest in the Longanesi field through a 2016 transaction with Enel S.p.a (“Enel”). We also retain wholly owned concessions, permits, and pending applications on other exploration and development prospects across Italy which are supported by proprietary modern 3D seismic imaging.

Our Longanesi development activities included drilling and testing three development wells (during 2022 and 2023) and completing two original discovery wells. We had no exploration or development drilling activity during the three and nine months ended September 30, 2026 or 2025.

Our Trava and Gradizza wells were classified by DeGolyer and MacNaughton as proved undeveloped reserves as such wells had not yet started production as of December 31, 2025 and require future investments to install production facilities prior to being fully completed and producible.

In 2023, we launched a renewable natural gas development business focused on bringing to market carbon-negative renewable natural gas derived from animal and agricultural waste. We currently generate revenue from electricity sales from two renewable natural gas assets.

The Transactions

On December 13, 2024, we consummated the previously announced business combination pursuant to the Merger Agreement (the “Merger Agreement”), dated June 4, 2024, by and among Swiftmerge Acquisition Corp. (“Swiftmerge”), Swiftmerge HoldCo LLC (“HoldCo”), Swiftmerge Merger Sub LLC, a Delaware limited liability company and wholly-owned subsidiary of HoldCo, and AleAnna Energy, LLC (“AleAnna Energy”). Pursuant to the terms of the Merger Agreement, on December 13, 2024, Swiftmerge migrated to and domesticated as a Delaware corporation in accordance with Section 388 of the Delaware General Corporation Law, as amended, and the Companies Act (As Revised) of the Cayman Islands and changed its name to AleAnna, Inc. The transactions contemplated by the Merger Agreement are collectively referred to herein as the “Business Combination.”

The Business Combination was accounted for as a common control transaction with respect to AleAnna Energy which is akin to a reverse recapitalization. This conclusion was based on the fact that Nautilus Resources LLC (“Nautilus”) had a controlling financial interest in AleAnna Energy prior to the Business Combination and has a controlling financial interest in AleAnna, which includes AleAnna Energy as a wholly owned subsidiary. The net assets of Swiftmerge are stated at their historical carrying amounts with no goodwill or intangible assets recognized in accordance with the accounting principles generally accepted in the United States of America (“U.S. GAAP” or “GAAP”). The Business Combination with respect to AleAnna Energy was not treated as a change in control primarily due to Nautilus receiving the controlling voting stake in AleAnna and the ability of Nautilus to nominate the full board of directors and management of AleAnna.

Under a reverse recapitalization, Swiftmerge is treated as the “acquired” company for financial reporting purposes. Accordingly, for accounting purposes, the Business Combination is treated as the equivalent of AleAnna Energy issuing stock for the net assets of Swiftmerge, accompanied by a recapitalization.

We incurred $9.5 million in transaction costs related to the Business Combination. Approximately $0.6 million of these costs were recorded as a reduction to additional paid-in capital, up to the amount of cash proceeds received in the transaction. Of the remaining $8.9 million, approximately $0.5 million represented prepaid directors and officers insurance premiums that were recorded to other assets in the consolidated balance sheet, and $8.4 million represented legal, accounting, consulting and advisory fees which were recorded as Business Combination transaction expenses in the consolidated statement of operations and comprehensive income (loss).

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Recent Developments

Gradizza Concession

During the third quarter of 2025, we reached an agreement with the Emilia Romagna Region (the "Intesa") in support of our pending application for a production concession related to the Gradizza field, representing a critical regulatory step in the advancement of the project. The second application was subsequently approved in January 2026, completing the key permitting authorizations required prior to first production and enabling the transition of the Gradizza field from the planning and authorization phase into active development.

We hold a 100% working interest in the Gradizza field and will serve as operator.

During the nine months ended September 30, 2026, we commenced construction activities at the Gradizza field development project. We believe this represents a significant milestone in the advancement of our Italian conventional natural gas portfolio. Gradizza is expected to become our first wholly owned and operated production asset and reflects our strategy of increasing exposure to operated assets with long-term production potential. The commencement of construction follows the completion of key permitting and development activities, marking the transition of the project from the planning and authorization phase into execution. We believe the advancement of the Gradizza field further strengthens our portfolio of producing and development-stage assets and supports our objective of creating long-term value through the development of strategically positioned domestic natural gas resources.

Production at Longanesi

In March 2025, we achieved a key milestone with the first production from our working interest in five wells in the Longanesi field. The field reached sustained maximum production during the second quarter of 2025. We began recognizing revenue and related expenses, including depreciation and depletion, associated with Longanesi production in 2025.

In connection with the Longanesi start-up, we issued a $3.1 million bank guarantee to secure our contingent consideration obligation to Enel. The guarantee required approximately $1.3 million in cash collateral, which was classified as restricted cash as of September 30, 2026. The collateral may be used to satisfy the contingent consideration liability as payments become due.

During the nine months ended September 30, 2026 construction activities continued on the permanent production facility for the Longanesi concession, which is being developed together with our joint venture partner and operator, Padana. The transition from the existing temporary production facilities to permanent production infrastructure represents an important milestone in the maturation of the concession and is expected to support our long-term development. Upon completion, the permanent facility is expected to improve production operations and provide a stronger foundation for the continued development of one of the Company’s core assets.

Key Factors Affecting our Performance, Prospects and Future Results

We believe that our performance and future success depend on a number of factors that present significant opportunities for us but also pose risks and challenges, including competition from other carbon-based and non-carbon-based fuel producers, regulatory hurdles posed by the Italian government, and other factors. We believe the factors described below are key to our success.

Continued Development of Conventional Natural Gas Projects

We believe that the achievement of first production at the Longanesi field in March 2025 represents a key milestone for the Company, establishing a foundation for potential recurring revenue and long-term growth from our conventional natural gas portfolio. With the construction of the permanent processing facility at Longanesi expected to be completed over the remainder of 2026 and into early 2027, we anticipate further improvements in production operations and operational efficiency.

In addition, we have made significant progress at our wholly owned Gradizza field, where we commenced construction activities during the nine months ended September 30, 2026, advancing it toward becoming our first wholly owned and operated producing asset. Our Trava field represents an additional development-stage opportunity, with first production contingent upon future investment in production facilities.

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Key Components of Results of Operations

We are an early-stage company, and our historical results may not be indicative of our future results. Accordingly, the drivers of our future financial results, as well as the components of such results, may not be comparable to our historical results of operations or our future results of operations.

Revenue

During the three and nine months ended September 30, 2026, we generated approximately $20.5 million and $40.1 million of total revenue, comprised of $19.9 million and $38.2 million of revenue from our Conventional segment and $0.7 million and $1.8 million of revenue from our Renewable segment.

During the three and nine months ended September 30, 2026, our revenues were primarily generated by sales of natural gas attributable to our 33.5% working interest in the Longanesi field, located in the Po Valley in northern Italy and operated by our joint venture partner, Padana. Longanesi achieved first production from five wells in March 2025. Production during the 2026 reporting periods continued through temporary processing facilities, while construction progressed on the permanent processing facility, which is expected to support long-term production and continued development of the field. Our Conventional segment revenues reflect our share of natural gas sales from Longanesi and are influenced by production volumes and realized natural gas prices.

During the three and nine months ended September 30, 2026, revenue from our Renewable segment was comprised of electricity sales at two renewable natural gas assets acquired in July 2024 (the “Casalino” and “Campopiano” plants). The plant assets are fully permitted for production of electricity through conversion of crop and animal waste bio feedstocks. The electricity produced is sold to Gestore dei Servizi Energetici S.p.A. (“GSE”).

Expenses

Cost of Revenues

Cost of revenues consists of gas tariffs and royalties, as well as rent expense related to the conventional gas business, and biofeedstock purchased by the RNG Subsidiaries and used to produce natural gas for electricity generation.

Lease Operating Expenses

Lease operating expenses reflect ongoing costs related to the Longanesi field which commenced production in 2025. Such costs are passed down to us by the Longanesi field operator, Padana, and include the cost of leasing the temporary processing facility, costs for repairs and maintenance, and other field-related costs.

General and Administrative (G&A) Expense

General and administrative expenses consist of salaries and benefits, outside professional services including legal, human resources, audit and accounting services, and development stage expenses. We expect to continue to incur expenses to support operations as a public company, including expenses related to existing and future compliance with rules and regulations of the SEC and the Nasdaq, insurance expenses, investor relations, audit fees, professional services and general overhead and administrative costs.

Depreciation and Depletion

Depreciation includes expense related to the Casalino and Campopiano renewable plant assets, which is recorded on a straight-line basis over the estimated useful lives of the assets.

Depletion reflects the systematic allocation of the capitalized costs of our natural gas properties over the estimated proved developed reserves on a units-of-production basis. These costs include acquisition, exploration, and development expenditures associated with the Longanesi field. Depletion expense fluctuates based on production volumes and changes in our reserve estimates.

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Currency Translation Adjustment

For the purpose of presenting consolidated financial statements, the assets and liabilities of our EUR operations are translated to USD at the exchange rate on the reporting date. The income and expenses are translated using average exchange rates. Foreign currency differences that arise on translation for consolidated purposes are recognized as a currency translation adjustment in other comprehensive income (loss) on the consolidated statements of operations and comprehensive income.

Income Tax Effects

Our income tax consequences have been reflected in our consolidated financial statements in accordance with ASC 740.

Indirect Taxes

We are also subject to a Value-Added Tax (“VAT”), a broadly-based consumption tax assessed on the value added to goods and services. VAT generally applies to most goods and services bought and sold within the EU. In certain cases, including cross-border sales to business customers and sales of biogas within Italy, we are not required to collect VAT on revenues. To date, we have incurred higher VAT on purchases (input VAT) than we have collected on sales (output VAT), resulting in a net VAT refund receivable. As of September 30, 2026 and December 31, 2025, we had VAT receivables of $9.1 million and $9.6 million, respectively. Under Italian tax law, VAT receivables may be used to offset other tax liabilities, including payroll taxes, income taxes, and other taxes payable to the Italian government, or may be claimed as a refund.

Operations

Our net income attributable to common stockholders was $3.8 million and $8.2 million for the three and nine months ended September 30, 2026, as compared to net income attributable to common stockholders of $3.3 million and $1.7 million for the same periods in 2025. As of September 30, 2026 and December 31, 2025, we had an accumulated deficit of $181.0 million and $189.2 million, respectively. The majority of these accumulated losses stem from costs associated with the Longanesi field drilling and development, including asset impairments from previous years, as well as seismic imaging, exploratory costs for other conventional natural gas prospects, and general and administrative expenses. The accumulated deficits also include historical deemed dividends to the redemption value of AleAnna Energy’s previous Class 1 Preferred Units (exchanged for Class A and Class C common stock in connection with the Business Combination) based on the redemption features of those units and the related accounting requirements. We expect to continue to incur substantial expenses related to our operations, exploration, and development activities, including pre-commercialization efforts as we continue our development of, and seek regulatory approval for, our discoveries and exploration prospects. We achieved quarterly net income for the first time during the second quarter of 2025 and have continued to generate net income for the nine months ended September 30, 2026.

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Results of Operations

Comparison of the three and nine months ended September 30, 2026 and 2025 is as follows:

			For the Three Months Ended September 30												Dollar						Percentage
			2026						2025						Change						Change
Revenues			$	20,512,904					$	11,224,868					$	9,288,036					83		%
Operating expenses:
Cost of revenues			$	2,936,293					$	2,155,189					$	781,104					36		%
Lease operating expense			2,281,793						654,092						1,627,701						249		%
General and administrative			4,017,088						2,071,051						1,946,037						94		%
Depreciation and depletion			1,810,542						582,604						1,227,938						211		%
Accretion and remeasurement of asset retirement obligation			54,204						33,318						20,886						63		%
Total operating expenses			$	11,099,920					$	5,496,254					$	5,603,666					102		%
Operating income			9,412,984						5,728,614						3,684,370						64		%
Other income:
Interest and other income			139,079						146,655						(7,576)						-5		%
Total other income			139,079						146,655						(7,576)						-5		%
Income before income taxes			9,552,063						5,875,269						3,676,794						63		%
Income tax expense			(3,333,538)						(556,592)						(2,776,946)						499		%
Net income			6,218,525						5,318,677						899,848						17		%
Net income attributable to noncontrolling interests			(2,416,741)						(2,004,779)						(411,962)						21		%
Net income attributable to Class A Common stockholders			$	3,801,784					$	3,313,898					$	487,886					15		%
Other comprehensive (loss) income
Currency translation adjustment			(333,205)						716,316						(1,049,521)						-147		%
Comprehensive income			5,885,320						6,034,993						(149,673)						(2)		%
Comprehensive income attributable to noncontrolling interests			(2,284,774)						(2,729,530)						444,756						(16)		%
Total comprehensive income attributable to Class A Common stockholders			$	3,600,546					$	3,305,463					$	295,083					9		%

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			For the Nine Months Ended September 30												Dollar						Percentage
			2026						2025						Change						Change
Revenues			$	40,071,540					$	15,899,878					$	24,171,662					152		%
Operating expenses:
Cost of revenues			$	5,954,423					$	3,295,105					$	2,659,318					81		%
Lease operating expense			5,424,978						1,748,500						3,676,478						210		%
General and administrative			10,295,162						7,185,948						3,109,214						43		%
Depreciation and depletion			3,870,972						885,140						2,985,832						337		%
Accretion and remeasurement of asset retirement obligation			(497,333)						98,519						(595,852)						-605		%
Total operating expenses			$	25,048,202					$	13,213,212					$	11,834,990					90		%
Operating income			15,023,338						2,686,666						12,336,672						459		%
Other income:
Interest and other income			427,355						538,291						(110,936)						-21		%
Total other income			427,355						538,291						(110,936)						-21		%
Income before income taxes			15,450,693						3,224,957						12,225,736						379		%
Income tax expense			(2,033,699)						(600,987)						(1,432,712)						238		%
Net income			13,416,994						2,623,970						10,793,024						411		%
Net income attributable to noncontrolling interests			(5,183,752)						(967,268)						(4,216,484)						436		%
Net income attributable to Class A Common stockholders			$	8,233,242					$	1,656,702					$	6,576,540					397		%
Other comprehensive (loss) income
Currency translation adjustment			(1,715,055)						4,797,503						(6,512,558)						-136		%
Comprehensive income			11,701,939						7,421,473						4,280,466						58		%
Comprehensive income attributable to noncontrolling interests			(4,512,075)						(3,286,011)						(1,226,064)						37		%
Total comprehensive income attributable to Class A Common stockholders			$	7,189,864					$	4,135,462					$	3,054,402					74		%

Revenues and Cost of Revenues

During the three and nine months ended September 30, 2026, our revenue was earned primarily through sales of our share of natural gas production from the Longanesi field and, to a lesser extent, from electricity generation and sales at the Casalino and Campopiano renewable natural gas plants. Cost of revenues from sales of natural gas consists of gas tariffs and royalties, as well as rent expense.

Total revenues increased by $9.3 million and $24.2 million, or 83% and 152%, for the three and nine months ended September 30, 2026 to $20.5 million and $40.1 million compared to $11.2 million and $15.9 million for the three and nine months ended September 30, 2025. The increase for the three-month period was primarily driven by higher realized natural gas prices, while Longanesi production volumes remained broadly in line with the prior-year quarter. The increase for the nine-month period primarily reflected a longer period of production from the five Longanesi wells, which achieved first production in March 2025, as well as higher realized natural gas prices.

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Cost of revenues increased by $0.8 million and $2.7 million, or 36% and 81%, to $2.9 million and $6.0 million for the three and nine months ended September 30, 2026, compared to $2.2 million and $3.3 million for the three and nine months ended September 30, 2025. The increase for the three-month period was primarily driven by higher royalty accruals associated with Longanesi production, as the increase in natural gas revenues resulted in higher royalty obligations. The increase for the nine-month period primarily reflected a longer period of production from the five Longanesi wells, which achieved first production in March 2025, as well as higher royalty accruals associated with Longanesi production, as the increase in natural gas revenues resulted in higher royalty obligations.

Lease Operating Expenses

Lease operating expense increased by $1.6 million and $3.7 million, or 249% and 210%, to $2.3 million and $5.4 million for the three and nine months ended September 30, 2026, compared to $0.7 million and $1.7 million for the three and nine months ended September 30, 2025. Due to the Longanesi field achieving first production in March 2025, the 2025 periods reflect lease operating costs for only a partial period, whereas the 2026 periods reflect a full quarter and nine months of costs associated with sustained production.

General and Administrative (G&A) Expenses

General and administrative expenses increased by $1.9 million and $3.1 million, or 94% and 43%, to $4.0 million and $10.3 million for the three and nine months ended September 30, 2026, compared to $2.1 million and $7.2 million for the three and nine months ended September 30, 2025. The increase was primarily due to stock compensation expense, higher headcount and professional fees as we continue to build out the finance, accounting, and other functions needed to operate as a public company and technology costs.

Depreciation and Depletion

Depreciation and depletion increased by $1.2 million and $3.0 million, or 211% and 337%, to $1.8 million and $3.9 million for the three and nine months ended September 30, 2026, compared to $0.6 million and $0.9 million for three and nine months ended September 30, 2025. For both the three and nine months, the increase was driven by depletion associated with higher production volumes at the Longanesi field, consistent with the increase in revenue.

Accretion and remeasurement of asset retirement obligation

The decrease in expense from the prior-year period is primarily due to favorable income statement impact of $0.6 million from a downward remeasurement of the ARO based on revised technical assessments of decommissioning cost and timing for certain wells. See Note 8 to the condensed consolidated financial statements for further details.

Interest and Other Income

Interest and other income primarily includes interest earned on cash and cash equivalents. Interest and other income decreased by $0.01 million or 5% and $0.1 million or 21% to $0.14 million and $0.4 million during the three and nine months ended September 30, 2026 compared to $0.15 million and $0.5 million for the same periods in 2025.

Currency Translation Adjustment

The currency translation adjustment decreased by $1.0 million and $6.5 million for the three and nine months ended September 30, 2026 compared to the same period in 2025. The decrease was primarily driven by fluctuations of the exchange rates between the Euro and the U.S. Dollar as well as the level of our Euro-denominated activities. The spot rate weakened from December 31, 2025 to September 30, 2026, and the average exchange rates were higher during the 2026 period, resulting in negative currency translation adjustments relative to the 2025 period.

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Non-GAAP Financial Measures

In addition to amounts presented in accordance with accounting principles generally accepted in the United States (“GAAP”), we also present certain supplemental non-GAAP financial measures. We believe that the presentation of non-GAAP financial measures provides both management and investors with a greater understanding of our operating results and trends in addition to the results measured in accordance with GAAP and provides greater comparability across time periods. These measures should not be considered a substitute for GAAP-based measures, nor should they be viewed as a substitute for operating results determined 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 GAAP, our non-GAAP measures are reconciled to net income, the most directly comparable GAAP performance measure.

EBITDA and Adjusted EBITDA

EBITDA is a supplemental non-GAAP financial measure defined as net income (loss) adjusted for interest and other income, income taxes, depreciation and depletion. Our definition of Adjusted EBITDA differs from EBITDA because we further adjust non-GAAP EBITDA for stock-based compensation expense and the remeasurement of asset retirement obligations, and other one-off activity, when applicable. The purpose of presenting Adjusted EBITDA is to adjust for items that we do not believe represent the operations of the core business such as transaction expenses, share-based compensation, and other non-recurring costs.

The following table is a reconciliation of net income to EBITDA and Adjusted EBITDA:

			Three Months Ended  September 30,
			2026						2025
Net Income			$	6,218,525					$	5,318,677
Add (deduct):
Interest and other income			(139,079)						(146,655)
Tax expense			3,333,538						556,592
Depreciation, depletion and amortization			1,810,542						582,604
EBITDA			$	11,223,526					$	6,311,218
Add (deduct):
Remeasurement of asset retirement obligation			-						-
Stock compensation expense			952,241						-
Adjusted EBITDA			$	12,175,767					$	6,311,218

			Nine Months Ended  September 30,
			2026						2025
Net Income			$	13,416,994					$	2,623,970
Add (deduct):
Interest and other income			(427,355)						(538,291)
Tax expense			2,033,699						600,987
Depreciation, depletion and amortization			3,870,972						885,140
EBITDA			$	18,894,310					$	3,571,806
Add (deduct):
Remeasurement of asset retirement obligation			(639,575)						-
Stock compensation expense			2,350,943						-
Adjusted EBITDA			$	20,605,678					$	3,571,806

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Segment Results

We have two operating segments, each of which also qualifies as a reportable segment, based on the manner in which our chief operating decision maker (“CODM”), our Chief Executive Officer, reviews financial information to assess performance and allocate resources. The Conventional segment consists of the natural gas exploration and production activities conducted by AleAnna Italia. The primary product of this segment is conventional natural gas produced from onshore exploration and development in Italy. The Renewable segment consists of the RNG and electricity production activities conducted by AleAnna Renewable and the RNG Subsidiaries. The segment’s primary output is electricity generated from RNG derived from animal and agricultural waste.

Selected financial information by segment is presented in the tables below:

			Three months ended September 30, 2026
			Conventional						Renewable						Segment Total			Corporate costs			Total
Revenues			19,855,347						657,557						20,512,904			-			20,512,904
Less:
Cost of revenues			2,026,988						909,305						2,936,293			-			2,936,293
Lease operating expense			2,281,793						-						2,281,793			-			2,281,793
General and administrative			1,054,067						361,012						1,415,079			2,602,009			4,017,088
Accretion and remeasurement of asset retirement obligation			54,204						-						54,204			-			54,204
EBITDA			14,438,295						(612,760)						13,825,535			(2,602,009)			11,223,526
Add/(Deduct):
Stock-based compensation expense			-						-						-			952,241			952,241
Adjusted EBITDA			14,438,295						(612,760)						13,825,535			(1,649,768)			12,175,767

			Nine months ended September 30, 2026
			Conventional						Renewable						Segment Total			Corporate costs			Total
Revenues			38,247,424						1,824,116						40,071,540			-			40,071,540
Less:
Cost of revenues			3,824,745						2,129,678						5,954,423			-			5,954,423
Lease operating expense			5,424,978						-						5,424,978			-			5,424,978
General and administrative			3,118,409						1,018,457						4,136,866			6,158,296			10,295,162
Accretion and remeasurement of asset retirement obligation			(497,333)						-						(497,333)			-			(497,333)
EBITDA			26,376,625						(1,324,019)						25,052,606			(6,158,296)			18,894,310
Add/(Deduct):
Stock-based compensation expense			-						-						-			2,350,943			2,350,943
Remeasurement of asset retirement obligation			(639,575)						-						(639,575)			-			(639,575)
Adjusted EBITDA			25,737,050						(1,324,019)						24,413,031			(3,807,353)			20,605,678

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			Three months ended September 30, 2025
			Conventional						Renewable						Segment Total			Corporate costs			Total
Revenues			10,577,395						647,473						11,224,868			-			11,224,868
Less:
Cost of revenues			1,348,779						806,410						2,155,189			-			2,155,189
Lease operating expense			654,092						-						654,092			-			654,092
General and administrative			674,287						684,462						1,358,749			712,302			2,071,051
Accretion and remeasurement of asset retirement obligation			33,318						-						33,318			-			33,318
EBITDA and Adjusted EBITDA			7,866,919						(843,399)						7,023,520			(712,302)			6,311,218

			Nine months ended September 30, 2025
			Conventional						Renewable						Segment Total			Corporate costs			Total
Revenues			13,893,184						2,006,695						15,899,878			-			15,899,878
Less:
Cost of revenues			1,348,779						1,946,326						3,295,105			-			3,295,105
Lease operating expense			1,748,500						-						1,748,500			-			1,748,500
General and administrative			2,544,156						1,048,022						3,592,178			3,593,769			7,185,948
Accretion and remeasurement of asset retirement obligation			98,519						-						98,519			-			98,519
EBITDA and Adjusted EBITDA			8,153,230						(987,653)						7,165,576			(3,593,769)			3,571,806

Conventional segment revenues increased by $9.3 million and $24.4 million, or 87.7% and 175.3%, for the three and nine months ended September 30, 2026, to $19.9 million and $38.2 million, respectively, compared with $10.6 million and $13.9 million for the corresponding periods in 2025. The increase for the three-month period was primarily driven by higher realized natural gas prices, while Longanesi production volumes remained broadly in line with the prior-year quarter. The increase for the nine-month period primarily reflected a full nine months of production from the five Longanesi wells, compared with a partial period in 2025 following first production in March 2025, as well as higher realized natural gas prices.

Conventional segment expenses included in segment Adjusted EBITDA increased by approximately $2.7 million and $6.8 million, or 99.9% and 118.0%, for the three and nine months ended September 30, 2026, respectively, to $5.4 million and $12.5 million, compared with $2.7 million and $5.7 million for the corresponding periods in 2025. These amounts comprise cost of revenues, lease operating expense, general and administrative expense and ARO accretion, and exclude depreciation, depletion and ARO remeasurement.

Conventional segment Adjusted EBITDA increased by $6.6 million and $17.6 million, or 83.5% and 215.7%, for the three and nine months ended September 30, 2026, respectively, to $14.4 million and $25.7 million, compared with $7.9 million and $8.2 million for the corresponding periods in 2025.

Renewable segment revenues increased by $0.01 million, or 1.6%, for the three months ended September 30, 2026, to $0.66 million, compared with $0.65 million for the corresponding period in 2025. For the nine months ended September 30, 2026, Renewable segment revenues decreased by $0.2 million, or 9.1%, to $1.8 million, compared with $2.0 million for the corresponding period in 2025. The slight quarterly increase reflected marginally higher electricity generation volumes, while the nine-month decline was primarily attributable to reduced production output compared with the prior-year period.

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Renewable segment expenses included in segment Adjusted EBITDA decreased by approximately $0.2 million, or 14.8%, for the three months ended September 30, 2026, to $1.3 million, compared with $1.5 million for the corresponding period in 2025. For the nine months ended September 30, 2026, expenses increased by $0.2 million, or 5.1%, to $3.1 million, compared with $3.0 million for the corresponding period in 2025. These amounts comprise cost of revenues (primarily biofeedstock purchases) and general and administrative expense, and exclude depreciation and depletion.

Renewable segment Adjusted EBITDA loss decreased by $0.2 million, or 27.3%, for the three months ended September 30, 2026, to $0.6 million, compared with $0.8 million for the corresponding period in 2025. For the nine months ended September 30, 2026, the loss increased by $0.3 million, or 34.1%, to $1.3 million, compared with $1.0 million for the corresponding period in 2025.

Liquidity, Capital Resources and Operations

We have begun generating revenue from our operations. We had an accumulated deficit of $181.0 million as of September 30, 2026. We had $25.5 million in unrestricted cash and cash equivalents as of September 30, 2026 and generated cash flows from operations of $15.5 million for the nine months ended September 30, 2026. We also held approximately $1.3 million of restricted cash reserved in connection with the bank guarantee supporting our contingent consideration obligation. Management believes that existing cash on hand, together with expected cash flows from operations, will be sufficient to meet the Company’s operating expenses and support continued growth for at least the next 12 months.

During the nine months ended September 30, 2026, we paid $10.8 million as the first tranche of deferred consideration, pursuant to that certain purchase agreement, dated July 13, 2016, by and between Enel and the Company (the “Longanesi Purchase Agreement”), whereby we acquired our interest in the Longanesi field. We expect to fund the remaining contingent consideration payments under the Longanesi Purchase Agreement, which are determined by sales volumes and spot natural gas prices, during the Earn-Out Period (as defined below), from cash on hand and cash flows from operations. For additional information, see “– Contractual Obligations and Other Commitments – Contingent Consideration Liability” below.

The Company’s continuing operations, as intended, are dependent upon its ability to generate cash flows or obtain additional financing. In addition, we are exploring Resource Backed Loan (“RBL”) financing, renewable natural gas project loan products and other financing arrangements with several financial institutions; however, there is no guarantee that such financing will be available to us. As a normal part of our business, depending on market conditions, we may from time to time consider opportunities to issue equity or debt securities to raise additional capital. Changes in our operating plans, lower than anticipated revenues, increased expenses, acquisitions or other events may cause us to seek additional debt or equity financing in future periods. The current high-interest rate environment adds additional risk and expense to the issuance of debt securities or loan arrangements to fund capital investment. There can be no guarantee that financing will be available on acceptable terms or at all.

We are constructing a permanent processing facility at our Longanesi site, which we expect to complete during the remainder of 2026 and into early 2027. Capital expenditures were $10.6 million for the nine months ended September 30, 2026, consisting principally of additions to our conventional natural gas properties related to continued development at the Longanesi field. We expect to fund these capital requirements, together with our other capital needs, through a combination of cash on hand, cash flows from operations and, if necessary, borrowings under financing arrangements.

Presently, Padana is the operator of the Longanesi field under a Unitized Operating Agreement, and other companies in the future may operate some of the properties in which we have an interest. The failure of an operator of our wells or joint venture participant to adequately perform operations, an operator’s breach of the applicable agreements or an operator’s failure to act in ways that are in our best interest could reduce our production and revenues.

To mitigate operator risks, we monitor the operational risks, credit risk, financial position and liquidity of Padana. Operational risks are monitored and acted on through: (i) periodic meetings with Padana, through a formal committee known as the “Technical Committee”, to examine upcoming activities and discuss questions and concerns, (ii) through the receipt and analysis of daily reports, (iii) through requesting unscheduled calls with Padana where areas of concern are identified, and (iv) through occasional site visits. Further, Padana’s credit risk, financial position, and liquidity are periodically evaluated through review of the financial condition of Padana’s parent organization, Gas Plus S.p.A., which is a publicly-traded company on the Italian Stock Exchange (Euronext Milan). We are able to continuously monitor the financial health of Gas Plus S.p.A. through exchange-required public disclosures, including half-annual and annual financial statements, corporate presentations, and press releases.

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Cash Flows

The following table includes our cash flow data for the nine months ended September 30, 2026 and 2025:

			2026						2025
Consolidated Statement of Cash Flows Data:
Net cash provided by operating activities			$	15,491,650					$	6,411,317
Net cash used in investing activities			$	(10,639,175)					$	(4,256,689)
Net cash provided by (used in) financing activities			$	(10,808,503)					$	1,143,652

Cash flows from operating activities

Net cash provided by operating activities increased by $9.1 million for the nine months ended September 30, 2026, compared to the same period in 2025. The increase was primarily driven by a $10.8 million improvement in net income reflecting the benefit of a full nine months of production from the Longanesi field in the current period, compared to only a partial period of contribution in 2025 following the field's commencement of production during the first quarter of that year.

Cash flows from investing activities

Cash used in investing activities increased by $6.4 million, to $10.6 million for the nine months ended September 30, 2026, compared to $4.3 million for the same period in 2025. Investing activities in both periods consisted primarily of additions to our conventional natural gas properties related to continued development at the Longanesi field, and to a lesser extent, additions to our renewable natural gas properties. The increase in the current period primarily reflects continued construction of the permanent processing facility at Longanesi.

Cash flows from financing activities

Cash used in financing activities of $10.8 million during the nine months ended September 30, 2026 reflects $0.4 million of tax payments made related to net share settlements of equity awards, partially offset by $0.4 million of proceeds from the issuance of common stock and the payment of contingent consideration under the Longanesi Purchase Agreement of $10.8 million. Cash provided by financing activities of $1.1 million during the nine months ended September 30, 2025 reflects proceeds from cash exercises of our Public Warrants which did not occur in the current period.

Contractual Obligations and Other Commitments

Contingent Consideration Liability

In connection with our purchase of our 33.5% working interest in the Longanesi field, consideration paid under the Longanesi Purchase Agreement included €7 million cash and up to €24 million of deferred consideration payable upon production of the Longanesi field. The deferred consideration is payable based on a formulaic calculation which is predominantly dependent on sales volumes and spot natural gas prices during the first 12 years of production (the “Earn-Out Period”). Upon first production, we were also required to issue a bank guarantee of €3 million secured by cash collateral of €1 million related to the contingent consideration liability which was classified as restricted cash as of September 30, 2026. The cash collateral may be used to satisfy the contingent consideration liability as payments become due.

We recognized a liability for the contingent consideration in accounting for the asset acquisition in accordance with ASC 450, Contingencies (“contingent consideration liability”). As of September 30, 2026 and December 31, 2025, the total contingent consideration liability was recorded at $16.6 million and $28.2 million, respectively, with $16.6 million and $11.6 million being classified as short-term and none million and $16.7 million being classified as long-term liabilities for the same respective periods.

During the nine months ended September 30, 2026, we made a payment of $10.8 million in settlement of the first tranche related to the deferred consideration pursuant to the Longanesi Purchase Agreement.

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Emerging Growth Company Accounting Election

Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect not to take advantage of the extended transition period and comply with the requirements that apply to non-emerging growth companies, and any such election to not take advantage of the extended transition period is irrevocable. We expect to be an emerging growth company at least through 2026.

Critical Accounting Policies and Estimates

Our critical accounting policies and estimates are described in Part II, Item 7 of our Annual Report on Form 10-K for the year ended December 31, 2025. There have been no material changes to those policies and estimates during the nine months ended September 30, 2026.

Item 3. Quantitative and Qualitative Disclosures About Market Risk

As a smaller reporting company, we are not required to provide this information.

Item 4. Controls and Procedures

Evaluation of Disclosure Controls and Procedures

Disclosure controls and procedures are controls and other procedures that are designed to ensure that information required to be disclosed in our reports filed or submitted under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed in Company reports filed or submitted under the Exchange Act is accumulated and communicated to management, including our Chief Executive Officer and Chief Financial Officer, to allow timely decisions regarding required disclosure.

As required by Rules 13a-15 and 15d-15 under the Exchange Act, our Chief Executive Officer and Chief Financial Officer carried out an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures as of September 30, 2026. Based upon their evaluation, and due to the material weaknesses identified and previously disclosed in our Form 10-K for the year ended December 31, 2025, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures were not effective as of September 30, 2026.

As a result, AleAnna identified material weaknesses in its internal control over financial reporting. A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting such that there is a reasonable possibility that a material misstatement of annual or interim financial statements would not be prevented or detected on a timely basis.

Changes in Internal Control over Financial Reporting

During the most recently completed fiscal quarter, the Company began developing and initiating certain remediation activities related to the material weaknesses previously disclosed in its Form 10-K for the year ended December 31, 2025. As part of these efforts, the Company expanded its finance organization, enhanced its accounting and financial reporting capabilities, and continued to formalize key business processes and strengthen its internal control environment. However, management determined that these activities did not result in a change to the Company’s internal control over financial reporting that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting as of September 30, 2026.

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PART II – OTHER INFORMATION

Item 1. Legal Proceedings

To our knowledge, we do not have any claims, lawsuits or proceedings currently pending against us, individually or in the aggregate. However, from time to time, we may be subject to various claims, lawsuits and other legal and administrative proceedings that may arise in the ordinary course of business. Some of these claims, lawsuits and other proceedings may involve highly complex issues that are subject to substantial uncertainties, and could result in damages, fines, penalties, non-monetary sanctions or relief. We recognize provisions for claims or pending litigation when we determine that an unfavorable outcome is probable and the amount of loss can be reasonably estimated. Due to the inherent uncertain nature of litigation, the ultimate outcome or actual cost of settlement may materially vary from estimates.

Item 1A. Risk Factors

There were no material changes to the risk factors disclosed in “Part I, Item 1A. Risk Factors” in our Annual Report on Form 10-K for the year ended December 31, 2025. For more information concerning our risk factors, please refer to “Part I, Item 1A. Risk Factors” in our Annual Report on Form 10-K for the year ended December 31, 2025.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

None.

Item 3. Defaults Upon Senior Securities

None.

Item 4. Mine Safety Disclosures

Not applicable.

Item 5. Other Information

None.

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Item 6. Exhibits

The exhibits listed below are filed as a part of this report or incorporated herein by reference.

Exhibits						Description
2.1†						Agreement and Plan of Merger, dated as of June 4, 2024, by and among Swiftmerge, HoldCo, Merger Sub and AleAnna (incorporated by reference to Exhibit 2.1 to the Company’s Registration Statement on Form S-4 (File No. 333-280699) filed with the Securities and Exchange Commission on July 5, 2024).
2.2						First Amendment to Agreement and Plan of Merger, dated as of October 8, 2024, by and among Swiftmerge, HoldCo, Merger Sub and the Company (incorporated by reference to Exhibit 2.2 to the Company’s Registration Statement on Form S-4/A (File No. 333-280699) filed with the Securities and Exchange Commission on October 8, 2024).
3.1						Certificate of Incorporation of AleAnna, Inc. (incorporated by reference to Exhibit 3.1 of the Company’s Current Report on Form 8-K (File No. 001-41164), filed with the Securities and Exchange Commission on December 19, 2024).
3.2						Bylaws of AleAnna, Inc. (incorporated by reference to Exhibit 3.2 of the Company’s Current Report on Form 8-K (File No. 001-41164), filed with the Securities and Exchange Commission on December 19, 2024).
4.1						Specimen Warrant Certificate of Swiftmerge (incorporated by reference to Exhibit 4.3 of the Company’s Registration Statement on Form S-1/A (File No. 333-254633), filed with the Securities and Exchange Commission on October 4, 2021).
4.2						Warrant Agreement, dated as of December 14, 2021, by and between Continental Stock Transfer & Trust Company and Swiftmerge (incorporated by reference to Exhibit 4.1 of the Company’s Current Report on Form 8-K (File No. 001-41164), filed with the Securities and Exchange Commission on December 19, 2024).
31.1*						Certification of Principal Executive Officer Pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2*						Certification of Principal Financial Officer Pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.1**						Certification of Principal Executive Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
32.2**						Certification of Principal Financial Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
101.INS						Inline XBRL Instance Document (the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document).
101.SCH*						Inline XBRL Taxonomy Extension Schema Document.
101.CAL*						Inline XBRL Taxonomy Extension Calculation Linkbase Document.
101.DEF*						Inline XBRL Taxonomy Extension Definition Linkbase Document.
101.LAB*						Inline XBRL Taxonomy Extension Label Linkbase Document.
101.PRE*						Inline XBRL Taxonomy Extension Presentation Linkbase Document.
104*						Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101).

*Filed herewith.

**Furnished herewith.

† Certain schedules or similar attachments to this exhibit have been omitted pursuant to Item 601(a)(5) of Regulation S-K. The Company agrees to provide a copy of any omitted schedule or similar attachment to the SEC upon request.

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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 thereunto duly authorized.

November 12, 2026			AleAnna, Inc.
			By:			/s/ Ivan Ronald
			Name:			Ivan Ronald
			Title:			Chief Financial Officer
			By:			/s/ Manfredo Bucciol
			Name:			Manfredo Bucciol
			Title:			Chief Accounting Officer

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