AleAnna, Inc.

NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE QUARTER ENDED JUNE 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. is comprised of wholly owned subsidiaries 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.

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 Srl (“Padana”). AleAnna acquired its working interest in the Longanesi field through a 2016 transaction with Enel Spa. 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.

On March 13, 2025, AleAnna achieved a key milestone with the first production from its working interests in five wells in the Longanesi field, and the field reached sustained maximum production during 2025. 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 launcheda renewable natural gas (“RNG”) development business focused on bringing to market carbon negative renewable natural gas derived from animal and agricultural waste.

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.

Cash and 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:

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 reporting 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.

NOTE 2 – NATURAL GAS PROPERTIES

Conventional Natural Gas Properties

Asset additions during the three and six months ended June 30, 2026 and 2025 primarily related to the construction of the Longanesi processing facility. There were no exploratory wells drilled and there wereno capitalized exploratory well costs incurred during the three and six months ended June 30, 2026 or June 30, 2025.The company recordedno impairment of natural gas properties during the three and six months ended June 30, 2026 or June 30, 2025. The change in accumulated impairment relates to the effects of foreign currency translation adjustments. During the three and six months ended June 30, 2026 conventional natural gas properties were negatively impacted by the effects of foreign currency translation of approximately $0.4 million and $1.4 million.

Renewable Natural Gas Properties

During the three and six months ended June 30, 2026 renewable natural gas properties were negatively impacted by the effects of foreign currency translation of approximately $0.1 million and $0.3 million.

During the three and six months ended June 30, 2026, all renewable natural gas revenue was derived from a single source (sales of electricity) and a single customer (the local state-owned electrical utility).

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. There wereno material changes to the Company’s commitments and contingencies during thethree and six months ended June 30, 2026.

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.

RSU’s are granted to certain employees and non-employee directors. The company has different classes of RSU’s. Generally, RSU’s vest one-third each year over a three-year vesting schedule following the grant date, subject to the holder’s continuous service requirement. Annual RSU’s 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. RSU’s 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.

PSU’s 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 PSU’s may be settled in cash or shares of common stock or a combination thereof at the sole discretion of the Company. Holders of PSU’s 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 $1.3 million and $1.4 million for three and six months ended June 30, 2026. No stock-based compensation expense was recorded for the three and six months ended June 30, 2025.

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

Restricted Stock Units

As of June 30, 2026, the fair value of the RSU’s and Annual RSU’s granted ranged between $2.90 and $5.12, the closing sale price of the Company’s Class A Common Stock on the grant date. As of June 30, 2026 the total unrecognized compensation cost related to RSUs and Annual RSUs was $1.6 million which is expected to be recognized over 2.71 years.

Performance Stock Units (“PSU’s”)

As of June 30, 2026, the fair value of PSUs with a performance-based condition was within a range between $2.90 and $5.12 the closing sale price of the Company’s Class A Common Stock on the grant dates. During the six months ended June 30, 2026, the Compensation Committee certified the level of performance achieved under the PSU awards for the performance period ended December 31, 2025. As such,161,662 shares of Class A Common Stock vested during the six months ended June 30, 2026. As of June 30, 2026 the total unrecognized compensation cost related to PSUs was $1.6 million which is expected to be recognized over 2.71 years.

NOTE 5 – INCOME TAXES

As of June 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.

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 $1.7 million and $1.3 million in income tax benefit during the three and six months ended June 30, 2026 compared to an income tax expense of less than $0.1 million and $0.1 million during the same respective periods of 2025, primarily related to temporary differences of its Italian subsidiaries.

NOTE 6 – INCOME (LOSS) PER SHARE

For the three and six months ended June 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 six months ended June 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 sets forth the computation of net income (loss) used to compute basic net income (loss) per share of Class A Common Stock is as follows:

The below shares have been excluded from the computation of diluted per share amounts because their effect would have been anti-dilutive as of June 30, 2026:

There wereno outstanding Performance Stock Units or Restricted Stock Units during the three and six months ended June 30, 2025.

NOTE 7 – SEGMENT REPORTING

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

Reconciling items include items not directly attributable to either reportable segment. These include corporate financing and investing activities, as well as administrative functions that support the Company’s overall operations. These items are presented in the segment reconciliation but do not constitute a reportable segment.

The CODM evaluates segment performance primarily using segment operating income (loss), which is consistent with the presentation in the Company’s consolidated statements of operations. The CODM monitors revenues and operating expenses by segment for purposes of strategic decision-making and resource allocation, including the evaluation of the timing and amount of future investment in, or development of, the conventional and renewable reportable segments. The expense categories reviewed by the CODM are consistent with those presented in the consolidated statements of operations and in the segment operating results presented below.

All of the Company’s revenue is generated with external customers and located in Italy. All of the Company’s assets, other than corporate assets primarily comprised of cash located in the U.S., are located in Italy.

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

NOTE 8 – ASSET RETIREMENT OBLIGATION

During the six months ended June 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:

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.

NOTE 9 – SUBSEQUENT EVENTS

The Company evaluated subsequent events and transactions that occurred after the balance sheet date up to August 13, 2026, the date that the financial statements were issued.