ANNA Form 4: Director receives 94,431 RSUs with staged vesting

Rhea-AI Filing Summary

AleAnna, Inc. (ANNA) reported a director equity grant. On 10/29/2025, the director was awarded two restricted stock unit (RSU) grants totaling 94,431 units at $0.00 per unit. One grant covers 60,533 RSUs and vests in three equal installments on October 29 of 2026, 2027, and 2028, subject to continued service.

The second grant covers 33,898 RSUs and vests on the earlier of October 29, 2026 or the next annual stockholder meeting, provided that meeting occurs at least 52 weeks after the prior annual meeting and the director continues providing services. Each RSU represents a right to receive one share of common stock or its cash equivalent as determined at settlement by the Compensation Committee.

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

HEBERT CURTIS L JR

(Last) (First) (Middle)

300 CRESCENT COURT, SUITE 1860

(Street)

DALLAS, TX 75201

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
AleAnna, Inc. [ ANNA ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director		10% Owner
	Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
10/29/2025

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Restricted Stock Units	(1)	10/29/2025		A		60,533(1)		(1)	(1)	Common Stock	60,533	$0.00	60,533	D
Restricted Stock Units	(2)	10/29/2025		A		33,898(2)		(2)	(2)	Common Stock	33,898	$0.00	94,431	D

Explanation of Responses:

1. Represents restricted stock units granted by AleAnna, Inc. (the "Issuer") to the reporting person pursuant to the AleAnna, Inc. 2025 Long-Term Incentive Plan ("2025 Plan") and represents a contingent right to receive one share of common stock of the Issuer or its cash equivalent, as determined at the time of settlement by the Compensation Committee of the Company's Board of Directors (the "Committee"). The restricted stock units will vest in three equal installments, with one-third of the restricted stock units vesting on October 29, 2026, 2027 and 2028, respectively, provided that the reporting is employed by or providing services to the Issuer or subsidiary through each such date.

2. Represents restricted stock units granted by the Issuer to the reporting person pursuant to the 2025 Plan and represents a contingent right to receive one share of common stock of the Issuer or its cash equivalent, as determined at the time of settlement by the Compensation Committee. The restricted stock units will vest on the earlier of (i) October 29, 2026, 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 reporting person is employed by or providing services to the Issuer or subsidiary through each such date.

	/s/ Curtis Herbert	11/03/2025
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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FAQ

What did AleAnna (ANNA) disclose in this Form 4?

A director received two RSU grants on 10/29/2025 totaling 94,431 units at $0.00 per unit.

How many RSUs were granted and at what price?

Two grants: 60,533 RSUs and 33,898 RSUs, both at $0.00 per unit.

What is the vesting schedule for the 60,533 RSUs?

They vest in three equal installments on Oct 29, 2026, Oct 29, 2027, and Oct 29, 2028, subject to continued service.

When do the 33,898 RSUs vest?

On the earlier of Oct 29, 2026 or the next annual stockholder meeting occurring at least 52 weeks after the prior meeting, subject to continued service.

What does each RSU represent for ANNA?

Each RSU represents the right to receive one share of common stock of AleAnna, Inc. or its cash equivalent at settlement, as determined by the Compensation Committee.

How were the holdings reported post-transaction?

Derivative securities beneficially owned were reported as 60,533 after the first grant and 94,431 after the second, held directly (D).