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.

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

Performance Stock Units ("PSUs") 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 PSUs may be settled in cash or shares of common stock or a combination thereof at the sole discretion of the Company. Holders of PSUs 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 $1.0 million and $2.4 million for the three and nine months ended September 30, 2026. No stock-based compensation expense was recorded for the three and nine months ended September 30, 2025.

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


									Number of Shares of RSUs
Unvested as of December 31, 2025									221,550
Granted									251,031
Vested									(140,077)
Forfeited									-
Unvested as of September 30, 2026									332,504


									Number of Shares of Annual RSUs
Unvested as of December 31, 2025									108,959
Granted									123,907
Vested									-
Forfeited									-
Unvested as of September 30, 2026									232,866

As of September 30, 2026 the fair value of the RSUs and Annual RSUs granted ranged between $3.19 and $5.12, the closing sale price of the Company’s Class A Common Stock on the grant date. As of September 30, 2026 the total unrecognized compensation cost related to RSUs and Annual RSUs was $1.1 million which is expected to be recognized over a weighted-average period of 1.22 years.


									Number of Shares of PSUs
Unvested as of December 31, 2025									276,627
Granted									390,098
Vested									(197,218)
Forfeited									(79,409)
Unvested as of September 30, 2026									390,098

As of September 30, 2026, the fair value of PSUs with a performance-based condition was within a range between $2.90 and $5.12, based on the closing sale price of the Company’s Class A Common Stock on the grant dates. During the nine months ended September 30, 2026, the Compensation Committee certified the level of performance achieved under the PSU awards for the performance periods ended December 31, 2025 and June 30, 2026. As such, 197,218 shares of Class A Common Stock vested during the nine months ended September 30, 2026.

As of September 30, 2026 the total unrecognized compensation cost related to PSUs was $1.0 million which is expected to be recognized over a weighted-average period of 1.18 years.