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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): November 9, 2026
| | |
| ALEANNA, INC. |
| (Exact name of registrant as specified in its charter) |
| | | | | | | | | | | | | | |
| Delaware | | 001-41164 | | 98-1582153 |
| (State or other jurisdiction of | | (Commission File Number) | | (IRS Employer |
| incorporation) | | | | Identification No.) |
| | | | | | | | |
300 Crescent Court, Suite 1860 Dallas, Texas | | 75201 |
| (Address of principal executive offices) | | (Zip Code) |
Registrant’s telephone number, including area code: (469) 398-2200
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
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| ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| | |
| ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
| | | | | | | | | | | | | | |
| Title of each class | | Trading Symbol(s) | | Name of each exchange on which registered |
| Class A Common Stock, par value $0.0001 per share | | ANNA | | The Nasdaq Stock Market LLC |
| Warrants, each whole warrant exercisable for one share of Class A Common Stock | | ANNAW | | The Nasdaq Stock Market LLC |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company 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
Item 2.02 Results of Operations and Financial Condition.
On November 12, 2026, AleAnna, Inc. (the “Company”) issued a press release announcing its financial results for the quarter ended September 30, 2026. A copy of the Company’s press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K (the “Current Report”) and is incorporated by reference herein.
The information in this Current Report on Form 8-K, including Exhibit 99.1 furnished hereto, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth in such filing.
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On November 9, 2026, the Board of Directors (the “Board”) of the Company increased the size of the Board from five directors to six directors and filled the newly created vacancy by appointing Glen Cayley to the Board to serve as a Class III director for a term expiring at the Company’s 2027 annual meeting of stockholders and until his successor is duly elected and qualified or until his earlier death, resignation, or removal. Mr. Cayley was also appointed to serve as a member of the Audit Committee of the Board and the Compensation Committee of the Board. .
Glen Cayley, 71, is an upstream oil and gas professional with 40 years of experience leading exploration, field development and production operations worldwide. Since June 2024, Mr. Cayley has served as a director and Co-Founder of Azuli Limited, a United Kingdom developer of carbon capture and storage projects. Since December 2023, Mr. Cayley has served as the Executive Chairman and Co-Founder of Azuli International Limited. Since April 2023, Mr. Cayley has also served as a member of the board of directors of Round Down Residents Garden Company Limited. Since July 2017, Mr. Cayley has served as a member of the board of directors of Cayley Oil and Gas Advisory. Between 2010 and 2017, Mr. Cayley held a series of senior roles at Shell EP and Royal Dutch Shell plc., including Vice President of Exploration Excellence, Chief Explorer and the UK and Ireland Upstream Director. Mr. Cayley holds a B.Sc. in Geology/Earth Science and Chemistry from the University of Liverpool and an M.Sc. in Petroleum Geology from the University of Aberdeen.
The Company believes Mr. Cayley is qualified to serve as a director of the Company due to his extensive experience in upstream oil and gas exploration, development and operations.
Mr. Cayley will receive the Company’s standard compensation for non-employee directors, which is described in the Company’s definitive proxy statement on Schedule 14A filed with the Securities and Exchange Commission on April 30, 2026. There are no arrangements or understandings between Mr. Cayley and any other person pursuant to which Mr. Cayley was named a director of the Company.
Item 9.01 Financial Statements and Exhibits.
(d)Exhibits
| | | | | | | | |
| Exhibit No. | | Description |
| 99.1 | | Press Release, dated November 12, 2026, issued by AleAnna, Inc. |
| 104 | | Cover Page Interactive Data File (embedded within the Inline XBRL document). |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
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| Date: November 12, 2026 | |
| | | |
| AleAnna, Inc. |
| | | |
| By: | /s/ Ivan Ronald |
| | Name: | Ivan Ronald |
| | Title: | Chief Financial Officer |
AleAnna, Inc. Reports Third Quarter 2026 Results
AleAnna, Inc. Reports Substantial Quarter-Over-Quarter Growth in Revenue, Net Income, and Adjusted EBITDA1
DALLAS – November 12, 2026 – AleAnna, Inc. ("AleAnna" or "the Company") (NASDAQ: ANNA) today is pleased to announce strong financial and operational results for the third quarter of 2026.
Highlights:
•Net income increased substantially to $6.2 million and revenue more than doubled to $20.5 million compared to the second quarter of 2026, driven by robust growth in gas production and significantly stronger realized prices.
•Operating income increased nearly fivefold to $9.4 million and Adjusted EBITDA¹ nearly tripled to $12.2 million, compared to the second quarter of 2026.
•Average daily net sales gas production in the third quarter increased to approximately 274 kSmc/d (AleAnna Working Interest) compared to the second quarter of 2026 supported by well optimization.
•Development continued on Longanesi’s permanent facilities and construction progressed at Gradizza, reinforcing the growth potential of AleAnna’s Italian gas portfolio.
•Glen Cayley joined the Board of Directors of AleAnna. Glen is a seasoned upstream energy executive with extensive experience in exploration, field development and production operations, and is ideally placed to assist AleAnna with its ambitious growth program.
Management Commentary
Marco Brun, Chief Executive Officer, remarked on AleAnna’s recent accomplishments: “AleAnna delivered excellent results for the third quarter of 2026, with substantially higher net income, revenue more than doubling and Adjusted EBITDA nearly tripling compared with the second quarter of 2026. Robust growth in production and stronger gas prices translated into a marked improvement in earnings, demonstrating the growing contribution of the Company’s Italian gas business. These achievements reflect both the strength of the producing asset and the benefits of targeted well optimization.
Building on this strong performance, AleAnna is advancing the development of its projects to support the next phase of growth. The Company’s ambition is clear: expand production, realize the potential of its Italian gas portfolio and create long-term shareholder value through disciplined investment and focused execution."
1 This is a non-GAAP financial measure. Refer to Non-GAAP Performance Measures and Definitions for further details.
Financial Results Summary
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Q3 2026 | Q3 2025 | Q2 2026 | | 9M 2026 | 9M 2025 | | | LTM | Quarterly average LTM |
| Average daily working interest production (kSmc/d) | 273.9 | 276.0 | 189.9 | | 227.8 | 230.4 | | | 226.8 | 226.8 |
| Working interest production (MMSmc) | 25.2 | 25.4 | 17.3 | | 60.6 | 33.2 | | | 82.8 | 20.7 |
| Realized weighted average gas price ($/Smc) | 0.79 | 0.42 | 0.55 | | 0.63 | 0.42 | | | 0.56 | 0.56 |
| | | | | | | | | | |
| Revenue ($m) | 20.5 | 11.2 | 10.2 | | 40.1 | 15.9 | | | 49.2 | 12.3 |
| | | | | | | | | | |
| Revenue conventional ($m) | 19.9 | 10.6 | 9.5 | | 38.2 | 13.9 | | | 46.7 | 11.7 |
| | | | | | | | | | |
| Net income ($m) | 6.2 | 5.3 | 3.8 | | 13.4 | 2.6 | | | 13.7 | 3.4 |
| | | | | | | | | | |
| Operating income ($m) | 9.4 | 5.7 | 1.9 | | 15.0 | 2.7 | | | 15.2 | 3.8 |
| | | | | | | | | | |
| Adjusted EBITDA¹ ($m) | 12.2 | 6.3 | 4.1 | | 20.6 | 3.6 | | | 23.6 | 5.9 |
| Net income margin | 30 | % | 47 | % | 37 | % | | 33 | % | 17 | % | | | 28 | % | 28 | % |
| Adjusted EBITDA margin¹ | 59 | % | 56 | % | 41 | % | | 51 | % | 22 | % | | | 48 | % | 48 | % |
"Smc” means standard cubic meter; “kSmc/d” means thousands of standard cubic meters per day; and “MMSmc” means millions of standard cubic meters.
Robust production growth and stronger prices drive substantial earnings improvement
•Robust growth in Longanesi sales gas production and stronger realized prices drove substantial revenue growth. Production from ten strings throughout the quarter and targeted well optimization supported the increase in average daily output compared to the second quarter of 2026.
•Revenue growth outpaced increases in royalties and operating costs, resulting in higher operating income and Adjusted EBITDA¹.
•The quarter reflected the earnings benefit of higher production in a stronger gas price environment.
•Net income margin represented 30.3% of revenue, while Adjusted EBITDA margin¹ was 59.4%, compared with 40.6% in the second quarter of 2026.
Earnings substantially exceed the average of the last four quarters
•For the twelve months ended September 30, 2026, AleAnna reported revenue of $49.2 million and net income of $13.7 million.
•In the third quarter of 2026, net income of $6.2 million exceeded the average of $3.4 million for the last four quarters. The average includes the third quarter of 2026.
Longanesi supports growth and advances permanent infrastructure
•Longanesi is the principal contributor to AleAnna’s robust quarterly growth with average gross production reaching more than 800 kSmc/d, and strong plant uptime.
•Development of permanent production facilities continued with the joint venture partner and operator, with the permanent infrastructure expected to further enhance operations and support the concession’s long-term development.
Gradizza advances the operated production portfolio
•Gradizza advanced during the quarter, with construction and baseline environmental monitoring progressing toward AleAnna’s first wholly owned and operated producing asset.
•The project represents a strategic opportunity and is expected to expand the Company’s Italian production base.
Advancing a promising portfolio of development opportunities
•Beyond Longanesi and Gradizza, AleAnna actively advanced preparations across its wider Italian project portfolio for future development.
•In October 2026, environmental compliance work at Fornace was completed and preparatory activities included rig identification and tender documentation for civil works and drilling, with further authorization still required.
•Environmental compliance work and other permit applications progressed for several permits, supporting the identification and preparation of future investment opportunities.
About AleAnna
AleAnna is a technology-driven energy company, focused on growing gas production in Italy and helping drive Italy’s energy future. Further details can be found on our website at www.aleannainc.com/AboutAleAnna.
Forward-Looking Statements
The information included herein contains “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Certain statements, other than statements of present or historical fact included herein regarding AleAnna’s future operations, financial position, plans and objectives are forward-looking statements. These include, among others, statements regarding expected production levels, the completion and anticipated benefits of the permanent production facilities at Longanesi, the development of and receipt of remaining authorizations for Gradizza and Fornace, the advancement of AleAnna’s wider Italian project portfolio, and the sufficiency of AleAnna’s cash resources. AleAnna’s actual results and financial condition may differ materially from those indicated in the forward-looking statements. Therefore, you should not rely on any of these forward-looking statements, which speak only as of the date made. A list and descriptions of these risks, uncertainties and other factors can be found in AleAnna’s most recent Annual Report on Form 10-K, including in the sections captioned “Cautionary Note Regarding Forward-Looking Statements” and “Item 1A. Risk Factors,” and in AleAnna’s subsequent Quarterly Reports on Form 10-Q and other filings with the Securities and Exchange Commission (“SEC”). SEC filings are available on the SEC’s website at www.sec.gov. Except as otherwise required by applicable law, AleAnna disclaims any duty to update any forward-looking statements, all expressly qualified by the statements in this section, to reflect events or circumstances after the date hereof.
Investor Relations Contact
Ivan Ronald
ironald@aleannagroup.com
Website
https://www.aleannainc.com/
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
| | | | | | | | | | | | | | | | | | | | | | | |
| For the Three Months Ended September 30, | | For the Nine Months Ended, September 30, |
| 2026 | | 2025 | | 2026 | | 2025 |
| | | | | | | |
| Revenues | $ | 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 | 1,810,542 | | | 582,604 | | | 3,870,972 | | | 885,140 | |
| Accretion and remeasurement of asset retirement obligation | 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 | (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 | 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 | |
ALEANNA, INC.
CONDENSED CONSOLIDATED BALANCE SHEETS (unaudited)
AS OF SEPTEMBER 30, 2026 AND DECEMBER 31, 2025 | | | | | | | | | | | |
| 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 | 51,562,184 | | | 42,553,580 | |
| Renewable natural gas properties, net of accumulated depreciation of $767,807 and $508,583, respectively | 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 | 4,195,215 | | | 417,568 | |
| Lease liability, short-term | 76,076 | | | 200,419 | |
| Contingent consideration liability, short-term | 16,615,215 | | | 11,576,846 | |
| Total Current Liabilities | 36,026,636 | | | 18,971,217 | |
| | | |
| Non-current Liabilities: | | | |
| Asset retirement obligation | 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 | — | | | 16,651,065 | |
| Total Non-current Liabilities | 3,932,210 | | | 23,645,041 | |
| Total Liabilities | 39,958,846 | | | 42,616,258 | |
| | | |
| Commitments and Contingencies | | | |
| | | |
| 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 | 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 | |
Non-GAAP Performance Measures and Definitions
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 basis 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. Our non-GAAP measures are reconciled to net income, the most directly comparable GAAP performance measure.
EBITDA, Adjusted EBITDA and Adjusted EBITDA margin
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. Adjusted EBITDA margin corresponds to the ratio between Adjusted EBITDA and revenue.
The following table is a reconciliation of EBITDA, Adjusted EBITDA and Adjusted EBITDA margin:
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| Amounts in USD | Q3 2026 | Q3 2025 | Q2 2026 | | 9M 2026 | 9M 2025 | | | LTM | Quarterly average LTM |
| Net Income | 6,218,525 | 5,318,677 | 3,798,948 | | 13,416,994 | 2,623,970 | | | 13,675,092 | 3,418,773 |
| Add (deduct): | | | | | | | | | | |
| Interest and other income | (139,079) | (146,655) | (148,439) | | (427,355) | (538,291) | | | (1,131,963) | (282,991) |
| Income tax (benefit)/expense | 3,333,538 | 556,592 | (1,737,236) | | 2,033,699 | 600,987 | | | 2,696,108 | 674,027 |
| Depreciation and depletion | 1,810,542 | 582,604 | 881,978 | | 3,870,972 | 885,140 | | | 5,919,313 | 1,479,828 |
| EBITDA | 11,223,526 | 6,311,218 | 2,795,251 | | 18,894,310 | 3,571,806 | | | 21,158,550 | 5,289,638 |
| Add (deduct): | | | | | | | | | | |
| Remeasurement of asset retirement obligation | — | — | — | | (639,575) | — | | | (639,575) | (159,894) |
| Stock compensation expense | 952,241 | — | 1,347,671 | | 2,350,943 | — | | | 3,125,163 | 781,291 |
| Adjusted EBITDA | 12,175,767 | 6,311,218 | 4,142,922 | | 20,605,678 | 3,571,806 | | | 23,644,138 | 5,911,035 |
| | | | | | | | | | |
| Net income margin | 30 | % | 47 | % | 37 | % | | 33 | % | 17 | % | | | 28 | % | 28 | % |
| Adjusted EBITDA margin | 59 | % | 56 | % | 41 | % | | 51 | % | 22 | % | | | 48 | % | 48 | % |