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AleAnna, Inc.

ANNA
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Business Summary

AleAnna, Inc. is a natural gas resource company operating in Italy, focusing on both onshore conventional natural gas exploration and development and renewable natural gas (RNG) development . The company's core business model involves leveraging technical and operational expertise, including 3D seismic and Direct Hydrocarbon Indicators (DHIs), to achieve high success rates in conventional natural gas drilling and to acquire and convert existing anaerobic digesters (ADs) into biomethane facilities for RNG production . Revenue is generated from the sale of natural gas and electricity, with a mix of transactional income from gas sales and electricity sales from RNG plants . Primary customer segments include Shell Energy Europe Limited (SEEL) for conventional natural gas, and Gestore dei Servizi Energetici SpA (GSE), a local state-owned electrical utility, for electricity from RNG plants .

The company's conventional natural gas segment is centered on discoveries in the Po Valley in Northern Italy, including the Longanesi field, in which AleAnna holds a 33.5% working interest with operator Padana . The Longanesi field is one of Italy's largest modern natural gas discoveries . AleAnna also holds wholly-owned concessions, permits, and pending applications on 13 other development and exploration prospects across Italy, supported by proprietary modern 3D seismic reservoir imaging . As of December 31, 2025, the company had 25,827 million cubic feet (MMcf) of estimated total proved natural gas reserves, with 23,461 MMcf classified as proved developed reserves and 2,366 MMcf as proved undeveloped reserves . The Longanesi field alone accounts for 23,461 MMcf of proved developed reserves . The company achieved first production from five wells in the Longanesi field in March 2025 .

The renewable natural gas segment, launched in 2023, focuses on producing carbon-negative RNG from animal and agricultural waste . Between March and July 2024, AleAnna completed three strategic acquisitions of RNG plant projects in Italy for an aggregate of approximately $9.5 million . These include one greenfield plant (Campagnatico) and two brownfield plants (Casalino and Campopiano) that are currently operational, generating bio-electricity . The company plans to upgrade these sites for RNG production in the future . As of December 31, 2025, the company had $11,252,704 in renewable natural gas properties, net of accumulated depreciation of $508,583 .

For the fiscal year ended December 31, 2025, AleAnna reported total revenues of $25,035,737 , a significant increase from $1,420,030 in 2024 . Cost of revenues increased to $6,195,475 in 2025 from $1,043,174 in 2024 . Operating income for 2025 was $2,902,565, a substantial improvement from an operating loss of $14,552,639 in 2024 . Net income attributable to Class A Common stockholders was $1,799,110 in 2025, compared to a net loss of $167,766,847 in 2024 . Basic and diluted EPS for 2025 was $0.04 . Cash and cash equivalents stood at $31,826,830 as of December 31, 2025, up from $28,330,159 in 2024 . Total liabilities were $42,616,258 in 2025, compared to $33,317,750 in 2024 . The company does not report total debt or net debt explicitly.

Year-over-year, total revenues increased by $23,615,707, or 1,663%, primarily driven by sustained maximum production at the Longanesi field . Revenue from the Conventional segment was $22,369,981 in 2025, while the Renewable segment contributed $2,665,756 . Cost of revenues increased by $5,152,301, or 494%, mainly due to increased production costs from Longanesi . Lease operating expense, which was $0 in 2024, increased to $3,207,562 in 2025 due to new leases related to Longanesi . General and administrative expenses increased by $3,400,566, or 54%, to $9,664,653, attributed to public company operations support . Depreciation and depletion surged by $2,799,965, or 2,097%, to $2,933,481, reflecting the commencement of Longanesi production and the acquisition of RNG plants . The company transitioned from a significant net loss in 2024 to net income in 2025 .

Significant operational developments during the period include achieving first production from the Longanesi field in March 2025, with sustained maximum production reached in the first half of 2025 . The permanent processing facility for Longanesi is under construction and expected to be installed in phases during 2026, with completion and commissioning in early 2027 . The Gradizza field received regional Intesa approval for its production concession in the third quarter of 2025, with the second application approved in January 2026 . The company also entered into a Gas Sale Agreement (GSA) with Shell Energy Europe Limited (SEEL) on October 29, 2024, making SEEL the exclusive buyer of AleAnna's share of natural gas from Longanesi . In May 2024, AleAnna settled an overriding royalty interest (ORRI) with Blugas Infrastructure S.r.l. for approximately €5 million plus €1.1 million in VAT, or approximately $6.6 million, releasing the company from future liability related to the Blugas ORRI .

Business Outlook

Management expects to fund the majority of its future growth primarily from cash generated by operations from the Longanesi, Gradizza, and Trava developments, supplemented by cash on hand . The company also plans to seek additional financing to further drive growth . Specifically, AleAnna believes that the cash currently on its balance sheet is sufficient, at a minimum, to cover general and administrative expenses and continue operating its revenue-producing assets through at least the end of the first quarter of 2027 .

A major growth area is the continued development of conventional natural gas projects. Following the first production from the Longanesi field in March 2025, the company and its partner Padana expect to develop a second phase of Longanesi field development from 2026 through 2027, aiming to bring an additional two conventional wells online, bringing the field to seven total wells . Post-2027, a third phase of development is expected, targeting the drilling and completion of three additional wells . The infrastructure installed at Longanesi is also expected to benefit future development and exploration prospects in the area . Cash flow from Longanesi, Gradizza, and Trava (once the latter two are in production) will be used to grow both conventional and renewable natural gas businesses . A new phase of exploration drilling, initially focused on the Fornace and Armonia prospects, is also expected as Longanesi development progresses .

Another significant growth area is the expansion of the renewable natural gas business through the methodical acquisition and retrofitting of existing anaerobic digester facilities . The company is concentrating its acquisition efforts on Brownfield Facilities in the Po Valley of northern Italy, but will also pursue other profitable facilities, including greenfields . Construction on an additional facility at the Campagnatico greenfield plant in Tuscany, Italy, is expected to begin in the fourth quarter of 2026 . In 2026, upgrading construction activities are expected to begin at two Brownfield facilities, Casalino and Campopiano, to refine biogas into biomethane through upgrading units . The company aims to acquire a majority working interest (80-100%) and operatorship of all renewable natural gas projects, often forming joint ventures with farms to ensure feedstock supply and waste disposal . This expansion is planned to be financed through additional equity financing in the RNG business and project-level debt financing .

Regarding operational outlook, the permanent processing facility for the Longanesi field is under construction and is expected to be installed in phases during 2026, with completion and commissioning expected in early 2027 . The company also noted that the Italian government is expected to issue additional incentives in the first quarter of 2026 with similar economic conditions to the existing biomethane capital and pricing incentives . These incentives include a government-backed biomethane floor price through the end of 2039 of €124 per MWh, equivalent to $39.25 per 10^3 ft^3 as of December 31, 2025, and an investment aid program covering up to 40% of eligible investment costs .

Planned capital allocation includes substantial capital expenditures for the development and acquisition of natural gas reserves and related infrastructure . The company has already invested approximately $250 million in the acquisition and initial development of its properties . While cash from operations and on hand are expected to fund future growth, the company is exploring Resource Backed Loan (RBL) financing products and renewable natural gas project loan products with financial institutions . There is no guarantee that such financing will be available . The company may also consider issuing equity or debt securities to raise additional capital depending on market conditions .

Management explicitly flagged several structural headwinds and execution risks. The development of estimated proved undeveloped reserves (PUDs) may take longer and require higher capital expenditures than anticipated, potentially reducing their value or leading to reclassification as unproved reserves . The company has limited history in converting exploration wells to producing natural gas wells and faces risks associated with establishing new drilling operations, including obtaining permits, financing, infrastructure, and managing commodity prices . The amount and timing of actual future natural gas production is difficult to predict and may vary significantly from estimates, and without replacing reserves, production will naturally decline . Natural gas prices are volatile and affected by factors beyond the company's control, including global supply and demand, regulatory constraints, geopolitical conditions, and the availability of alternative fuels . A prolonged period of low natural gas prices could adversely affect revenue, profitability, and growth . The company is also vulnerable to risks associated with operating primarily in Italy, including political, economic, and other uncertainties, and changes in laws and policies . Specifically, a policy revision regarding the Italian government's sponsored renewable natural gas floor price and capital expenditure reimbursements could materially adversely affect long-term business prospects .

Risk Factors

The company faces material risks including the inherent uncertainties and high costs of drilling for and producing natural gas, with no assurance that exploration will result in commercially viable production or that investments will be recovered . The development of proved undeveloped reserves may take longer and require higher capital expenditures than anticipated, potentially leading to reclassification as unproved reserves . Natural gas prices are volatile and influenced by global supply and demand, regulatory constraints, geopolitical events, and alternative fuels, which could adversely affect revenue and profitability . Operating in Italy exposes the company to political, economic, and regulatory uncertainties, including potential changes in governmental incentives for renewable energy or restrictions on drilling activities . Specifically, a policy revision to the Italian government's guaranteed biomethane floor price of €124 per MWh (equivalent to $37.60 per 10^3 ft^3 as of December 31, 2025) or capital expenditure reimbursements could materially impact the renewable natural gas business . The company is also subject to risks related to its Up-C organizational structure, including dependence on distributions from HoldCo to pay taxes and expenses, and potential tax inefficiencies if HoldCo becomes a publicly traded partnership . Material weaknesses in internal control over financial reporting have been identified, which could affect the accuracy and timeliness of financial reporting and investor confidence .

Management Priorities

Management's overall tone to shareholders emphasizes a focus on delivering critical natural gas supplies to Europe through a dual strategy of conventional natural gas exploration and renewable natural gas development in Italy. They highlight the achievement of first production from the Longanesi field in March 2025 as a key milestone expected to fuel future growth . Strategic priorities include the continued development of conventional natural gas projects, with a second phase of Longanesi development planned for 2026-2027 to bring an additional two wells online, and a third phase post-2027 targeting three more wells . Another key strategic priority is expanding renewable natural gas operations through the methodical acquisition and retrofitting of existing anaerobic digester facilities, with construction on an additional greenfield facility expected to begin in Q4 2026 and upgrading activities at two brownfield sites (Casalino and Campopiano) in 2026 . Management also stresses the importance of leveraging government incentives, such as the Italian government's 15-year guaranteed biomethane floor price of €124 per MWh, equivalent to $39.25 per 10^3 ft^3 as of December 31, 2025, and capital expenditure reimbursement programs covering up to 40% of eligible investment costs, to support the growth of the renewable natural gas business . They anticipate funding future growth primarily from cash flow from Longanesi, Gradizza, and Trava developments, along with existing cash on hand, and are exploring additional financing options .

View Source Annual Report on SEC.gov ↗

References

  1. [1] Item 1, Business — Overview
  2. [2] Item 1, Business — Our Business Strategies
  3. [3] Item 7, MD&A — Key Components of Results of Operations — Revenue
  4. [4] Item 1, Business — Customers
  5. [5] Item 1, Business — Overview
  6. [6] Item 1, Business — Overview
  7. [7] Item 1, Business — Overview
  8. [8] Item 1, Business — Reserve Data
  9. [9] Item 1, Business — Reserve Data
  10. [10] Item 1, Business — Productive Wells
  11. [11] Item 1, Business — Overview
  12. [12] Item 7, MD&A — Recent Developments — Renewable Natural Gas Acquisitions
  13. [13] Item 7, MD&A — Recent Developments — Renewable Natural Gas Acquisitions
  14. [14] Item 7, MD&A — Recent Developments — Renewable Natural Gas Acquisitions
  15. [15] Item 7, MD&A — Renewable Natural Gas Properties
  16. [16] Item 7, MD&A — Consolidated Results of Operations
  17. [17] Item 7, MD&A — Consolidated Results of Operations
  18. [18] Item 7, MD&A — Consolidated Results of Operations
  19. [19] Item 7, MD&A — Consolidated Results of Operations
  20. [20] Item 7, MD&A — Consolidated Results of Operations
  21. [21] Item 8, Consolidated Statements of Operations and Comprehensive Income (Loss)
  22. [22] Item 8, Consolidated Balance Sheets
  23. [23] Item 8, Consolidated Balance Sheets
  24. [24] Item 7, MD&A — Revenues and Cost of Revenues
  25. [25] Item 7, MD&A — Segment Results
  26. [26] Item 7, MD&A — Revenues and Cost of Revenues
  27. [27] Item 7, MD&A — Lease Operating Expenses
  28. [28] Item 7, MD&A — General and Administrative (G&A) Expenses
  29. [29] Item 7, MD&A — Depreciation and Depletion
  30. [30] Item 7, MD&A — Operations
  31. [31] Item 7, MD&A — Recent Developments — First Production at Longanesi
  32. [32] Item 1, Business — Overview
  33. [33] Item 7, MD&A — Recent Developments — Gradizza Concession – Regional Intesa Approval
  34. [34] Item 7, MD&A — Recent Developments — Gas Sale Agreement
  35. [35] Item 7, MD&A — Recent Developments — Blugas Settlement
  36. [36] Item 1, Business — Overview
  37. [37] Item 1, Business — Overview
  38. [38] Item 1A, Risk Factors — Our operations have substantial capital requirements, and we may not be able to obtain needed capital or financing on satisfactory terms, or at all.
  39. [39] Item 1, Business — Our Operations — Conventional Natural Gas Business
  40. [40] Item 1, Business — Our Operations — Conventional Natural Gas Business
  41. [41] Item 1, Business — Our Operations — Conventional Natural Gas Business
  42. [42] Item 1, Business — Our Operations — Conventional Natural Gas Business
  43. [43] Item 1, Business — Our Operations — Conventional Natural Gas Business
  44. [44] Item 1, Business — Our Operations — Renewable Natural Gas Business
  45. [45] Item 1, Business — Our Operations — Renewable Natural Gas Business
  46. [46] Item 1, Business — Our Operations — Renewable Natural Gas Business
  47. [47] Item 1, Business — Our Operations — Renewable Natural Gas Business
  48. [48] Item 1, Business — Our Operations — Renewable Natural Gas Business
  49. [49] Item 1, Business — Our Operations — Renewable Natural Gas Business
  50. [50] Item 1, Business — Our Operations — Conventional Natural Gas Business
  51. [51] Item 1, Business — Natural Gas Demand
  52. [52] Item 1, Business — Natural Gas Demand
  53. [53] Item 1A, Risk Factors — Our operations have substantial capital requirements, and we may not be able to obtain needed capital or financing on satisfactory terms, or at all.
  54. [54] Item 1A, Risk Factors — Our operations have substantial capital requirements, and we may not be able to obtain needed capital or financing on satisfactory terms, or at all.
  55. [55] Item 1A, Risk Factors — Our operations have substantial capital requirements, and we may not be able to obtain needed capital or financing on satisfactory terms, or at all.
  56. [56] Item 1A, Risk Factors — Our operations have substantial capital requirements, and we may not be able to obtain needed capital or financing on satisfactory terms, or at all.
  57. [57] Item 7, MD&A — Liquidity, Capital Resources and Operations
  58. [58] Item 1A, Risk Factors — The development of our estimated PUDs may take longer and may require higher levels of capital expenditure than we currently anticipate. Therefore, our estimated PUDs may not ultimately be developed or produced.
  59. [59] Item 1A, Risk Factors — While we have drilled and tested certain exploration and development wells, we have no history of converting the exploration and development wells to producing natural gas wells and there can be no assurance that we will successfully establish natural gas operations or profitably produce natural gas.
  60. [60] Item 1A, Risk Factors — The amount and timing of actual future natural gas production is difficult to predict and may vary significantly from our estimates, which may reduce our earnings.
  61. [61] Item 1A, Risk Factors — Natural gas prices are affected by a number of factors beyond our control, including many of which are unknown and cannot be anticipated, and we cannot predict with certainty future potential movements in the price for these commodities.
  62. [62] Item 1A, Risk Factors — Prolonged low, and/or significant or extended declines in natural gas prices may adversely affect our revenues, operating income, cash flows, financial projections, and financial position, particularly if we are unable to control our development costs during periods of lower natural gas prices.
  63. [63] Item 1A, Risk Factors — Our primary operations are in Italy, making us vulnerable to risks associated with operating in one geographic area and we are subject to political, economic and other uncertainties.
  64. [64] Item 1A, Risk Factors — A policy revision with respect to the Italian government sponsored renewable natural gas floor price and renewable natural gas capital expenditure reimbursements could have a material adverse effect on our long-term business prospects, financial condition and results of operations.
  65. [65] Item 1A, Risk Factors — Drilling for and producing natural gas is a high-risk and costly activity with many uncertainties. Our future financial position, cash flows and results of operations depend on the success of our development and acquisition activities, which are subject to numerous risks beyond our control, including the risk that drilling will not result in commercially viable natural gas production or that we will not recover all or any portion of our investment in drilled wells.
  66. [66] Item 1A, Risk Factors — The development of our estimated PUDs may take longer and may require higher levels of capital expenditure than we currently anticipate. Therefore, our estimated PUDs may not ultimately be developed or produced.
  67. [67] Item 1A, Risk Factors — Natural gas prices are affected by a number of factors beyond our control, including many of which are unknown and cannot be anticipated, and we cannot predict with certainty future potential movements in the price for these commodities.
  68. [68] Item 1A, Risk Factors — Our primary operations are in Italy, making us vulnerable to risks associated with operating in one geographic area and we are subject to political, economic and other uncertainties.
  69. [69] Item 1A, Risk Factors — A policy revision with respect to the Italian government sponsored renewable natural gas floor price and renewable natural gas capital expenditure reimbursements could have a material adverse effect on our long-term business prospects, financial condition and results of operations.
  70. [70] Item 1A, Risk Factors — We are a holding company and our organizational structure is what is commonly referred to as an Up-C structure, whereby all of the equity interests in AleAnna Energy are held by HoldCo and our sole material asset is our equity interest in HoldCo and we are accordingly dependent upon distributions from HoldCo to pay taxes and cover our corporate and other overhead expenses.
  71. [71] Item 1A, Risk Factors — We have identified material weaknesses in our internal control over financial reporting. If we are unable to develop and maintain an effective system of internal control over financial reporting, we may not be able to accurately report the Company’s financial results in a timely manner, which may adversely affect investor confidence in us and materially and adversely affect our business and operating results, and we may face litigation as a result.
  72. [72] Item 7, MD&A — Key Factors Affecting our Performance, Prospects and Future Results — Continued Development of Conventional Natural Gas Projects
  73. [73] Item 1, Business — Our Operations — Conventional Natural Gas Business
  74. [74] Item 1, Business — Our Operations — Renewable Natural Gas Business
  75. [75] Item 1, Business — Our Business Strategies — Renewable Natural Gas Business
  76. [76] Item 1, Business — Overview

Analysis on 5/19/2026