ANNA details Oct 29, 2025 executive and director RSU/PRSU grants

Rhea-AI Filing Summary

AleAnna, Inc. reported equity awards to directors and executives under its stockholder‑approved 2025 Long‑Term Incentive Plan, effective October 29, 2025. These grants use the plan’s standard time‑based and performance‑based RSU agreement forms.

• CEO Marco Brun: 171,332 PRSU Award (total 171,332).
• CFO Ivan Ronald: 39,952 RSU Award and 39,952 PRSU Award (total 79,904).
• Executive Director William Dirks: total 27,002.
• Directors Graham vant Hoff: Annual RSUs 60,533 and RSUs 41,162 (total 101,695).
• Duncan Palmer: Annual RSUs 60,533 and RSUs 33,898 (total 94,431).
• Curtis Herbert: Annual RSUs 60,533 and RSUs 33,898 (total 94,431).

The plan was approved by stockholders on June 12, 2025.

Insights

Equity compensation analyst

Routine equity awards to leadership under an approved plan; neutral impact.

AleAnna granted time‑based RSUs and performance RSUs to executives and directors pursuant to the stockholder‑approved 2025 plan. The largest individual grant disclosed is to the CEO at 171,332 PRSUs, with the CFO receiving equal split RSUs and PRSUs totaling 79,904.

Such grants align pay with retention and performance. Actual share delivery depends on vesting and, for PRSUs, performance outcomes set in the plan documents.

There is no cash flow stated here; any share issuance would occur upon vesting per the plan and award agreements. Subsequent filings may provide vesting results and any related share delivery.

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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): October 29, 2025

ALEANNA, INC.

(Exact name of registrant as specified in its charter)

Delaware		001-41164		98-1582153
(State or other jurisdiction of		(Commission File Number)		(IRS Employer
incorporation)				Identification No.)

300 Crescent Court, Suite 1860 Dallas, Texas		75201
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code: (469) 398-2200

(Former name or former address, if changed since last report)

Not Applicable

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

	☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
	☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
	☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
	☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Class A Common Stock, par value $0.0001 per share		ANNA		The Nasdaq Stock Market LLC
Warrants, each whole warrant exercisable for one share of Class A Common Stock		ANNAW		The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On June 12, 2025, the stockholders of AleAnna, Inc. (the “Company”) approved the AleAnna, Inc. 2025 Long-Term Incentive Plan (the “2025 Plan”), which permits the issuance of shares of Class A common stock, par value $0.0001 per share (“Common Stock”), of the Company pursuant to future grants of equity-based awards under the 2025 Plan.

Effective as of October 29, 2025 (the “Grant Date”), the Compensation Committee (the “Compensation Committee”) of the Board of Directors of the Company granted to certain directors and named executive officers of the Company the following awards under the 2025 Plan, subject to the provisions of the Form of Director Initial Restricted Stock Unit Agreement (Time Vesting Deferral), Form of Director Initial Restricted Stock Unit Agreement (Time Vesting No Deferral), Form of Director Annual Restricted Stock Unit Agreement (Time Vesting Deferral), Form of Director Annual Restricted Stock Unit Agreement (Vesting No Deferral), Form of Restricted Stock Unit Agreement (Time Vesting) and Form of Restricted Stock Unit Agreement (Performance Vesting). The Initial Restricted Stock Unit Awards (the “Initial RSU Awards”), the Annual Restricted Stock Unit Awards (the “Annual RSU Awards”), the Restricted Stock Unit Award (Time Vesting) (the “RSU Award”), and the Restricted Stock Unit Awards (Performance Vesting) (the “PRSU Awards”) described in the table below are subject to the terms and conditions of the 2025 Plan and the form of award agreements, the forms of which are attached as Exhibits 10.1 through 10.6, respectively, to this Current Report on Form 8-K.

Name and Title		Initial RSU Award (1)				Annual RSU Award (2)				RSU Award (3)				PRSU Award (4)				Total
Marco Brun, Chief Executive Officer, Director			-				-				-				171,332				171,332
Ivan Ronald, Chief Financial Officer			-				-				39,952				39,952				79,904
William Dirks, Executive Director			-				-				-				27,002				27,002
Graham vant Hoff, Director			60,533				41,162				-				-				101,695
Duncan Palmer, Director			60,533				33,898				-				-				94,431
Curtis Herbert, Director			60,533				33,898				-				-				94,431

(1) The Initial RSU Awards are subject to a vesting schedule, whereby (i) one-third of the total awarded units will vest on the first anniversary of the date of grant; (ii) an additional one-third of the total awarded units shall vest on the second anniversary of the date of grant; and (iii) the remaining awarded units shall vest on the third anniversary of the date of grant; provided the participant is employed by the Company or a subsidiary on such date. The Company’s directors received Initial RSU Awards pursuant to the Form of Director Initial Restricted Stock Unit Agreement (Time Vesting Deferral), the form of which is attached as Exhibit 10.1.

(2) The Annual RSU Awards are subject to a vesting schedule, whereby one hundred percent of the awarded units will vest on the earlier of (i) the one year anniversary of the date of grant, or (ii) the next annual meeting of the stockholders, provided that such annual meeting of the stockholders occurs at least 52 weeks following the prior annual meeting of the stockholders, and further provided that the participant is employed by or providing services to the Company or subsidiary on such date. The Company’s directors received Annual RSU Awards pursuant to the Form of Director Annual Restricted Stock Unit Agreement (Time Vesting Deferral), the form of which is attached as Exhibit 10.3.

(3) The RSU Award is subject to a vesting schedule, whereby (i) one-third of the total awarded units will vest on the first anniversary of the date of grant; (ii) an additional one-third of the total awarded units shall vest on the second anniversary of the date of grant; and (iii) the remaining awarded units shall vest on the third anniversary of the date of grant; provided the participant is employed by the Company or a subsidiary on such date. The Company’s executive received the RSU Award pursuant to the Form of Restricted Stock Unit Agreement (Time Vesting), the form of which is attached as Exhibit 10.5.

(4) The PRSU Awards will vest based on certain performance milestones set by the Compensation Committee (i) for Mr. Brun and Mr. Dirks, over a period commencing on January 1, 2025 to December 31, 2025, and (ii) for Mr. Ronald, over a period commencing on October 29, 2025 through June 30, 2026 (collectively, the “Performance Periods”). The PRSU Awards will vest on the date the Compensation Committee determines the applicable performance milestone has been satisfied (which date shall be after the end of the applicable Performance Period); provided the participant is employed by the Company or a subsidiary on such date. The Company’s executives received PRSU Awards pursuant to the Form of Restricted Stock Unit Agreement (Performance Vesting), the form of which is attached as Exhibit 10.6.

A description of the material terms and conditions of the 2025 Plan was previously reported in the Company’s Definitive Proxy Statement on Schedule 14A filed with the U.S. Securities and Exchange Commission on April 29, 2025, under the heading “Proposal No. 3 - Approval and Adoption of the AleAnna, Inc. 2025 Long-Term Incentive Plan” and is incorporated herein by reference. The foregoing is qualified in its entirety by reference to the full text of the 2025 Plan, a copy of which is attached as Exhibit 10.7 and is incorporated herein by reference.

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Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.		Description
10.1		Form of Director Initial Restricted Stock Unit Agreement (Time Vesting Deferral).
10.2		Form of Director Initial Restricted Stock Unit Agreement (Time Vesting No Deferral).
10.3		Form of Director Annual Restricted Stock Unit Agreement (Time Vesting Deferral).
10.4		Form of Director Annual Restricted Stock Unit Agreement (Time Vesting No Deferral).
10.5		Form of Restricted Stock Unit Agreement (Time Vesting).
10.6		Form of Restricted Stock Unit Agreement (Performance Vesting).
10.7		Aleanna Inc. 2025 Long-Term Incentive Plan (Incorporated by reference to Annex A of the Company’s Definitive Proxy Statement on Schedule 14A (File No. 001-41164), filed with the Securities and Exchange Commission on April 29, 2025).
104		Cover Page Interactive Data File (embedded within the Inline XBRL document).

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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 hereunto duly authorized.

Date: November 3, 2025
	AleAnna, Inc.
	By:	/s/ Ivan Ronald
		Name:	Ivan Ronald
		Title:	Chief Financial Officer

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FAQ

What did AleAnna (ANNA) announce in this 8-K?

Equity awards were granted on October 29, 2025 under the stockholder‑approved 2025 Long‑Term Incentive Plan, using standard RSU and PRSU agreements.

How many units did AleAnna’s CEO receive?

CEO Marco Brun received a PRSU Award of 171,332 units (total 171,332).

What awards did AleAnna’s CFO receive?

CFO Ivan Ronald received a 39,952 RSU Award and a 39,952 PRSU Award (total 79,904).

Were director grants disclosed for ANNA?

Yes. Examples include Graham vant Hoff with 60,533 Annual RSUs and 41,162 RSUs (total 101,695), Duncan Palmer and Curtis Herbert each with 60,533 Annual RSUs and 33,898 RSUs (totals 94,431).

When was the 2025 Long‑Term Incentive Plan approved by stockholders?

The plan was approved on June 12, 2025.

Does this filing specify cash proceeds or uses of proceeds?

No. It reports equity grants under the plan; the items are governed by vesting and performance terms in the award agreements.