AleAnna Inc. filed SEC Form 8-K: Leadership Update, Financial Statements and Exhibits
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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
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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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