INFINITY NATURAL RESOURCES, INC.
For the period ended Jun 9, 2026. Filed Apr 24, 2026.
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What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.
Jun 9, 2026 · Filed Apr 24, 2026
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934
| Filed by the Registrant | x |
|---|---|
| Filed by a Party other than the Registrant | o |
Check the appropriate box:
| o | Preliminary Proxy Statement |
|---|---|
| o | Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) |
| x | Definitive Proxy Statement |
| o | Definitive Additional Materials |
| o | Soliciting Material under §240.14a-12 |
INFINITY NATURAL RESOURCES, INC.
(Name of Registrant as Specified In Its Charter)
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
| x | No fee required. |
|---|---|
| o | Fee paid previously with preliminary materials. |
| o | Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a6(i)(1) and 0-11 |
NOTICE OF 2026 ANNUAL MEETING OF
STOCKHOLDERS OF INFINITY NATURAL RESOURCES, INC.
April 24, 2026
To our stockholders:
The 2026 Annual Meeting of Stockholders (the “Annual Meeting”) of Infinity Natural Resources, Inc. (“Infinity” or the “Company”) will take place on June 9, 2026 at 9:30 a.m. Eastern Time. The Annual Meeting will be a virtual meeting of stockholders, conducted exclusively by live webcast. You will be able to attend and participate in the virtual Annual Meeting, vote your shares electronically, and submit questions during the meeting by visiting www.virtualshareholdermeeting.com/INR2026 on the meeting date and time described in the accompanying Proxy Statement. Please see the “Questions and Answers About the Annual Meeting” section, which provides additional information on how to participate in our virtual Annual Meeting.
At the Annual Meeting, the holders of our Class A common stock, par value $0.01 per share (“Class A common stock”), Class B common stock, par value $0.01 per share (“Class B common stock” and, together with Class A common stock, the “common stock”), and Series A Convertible Preferred Stock, par value $0.01 per share (“Series A Preferred Stock”), voting together as a single class, will be asked to:
Elect eight directors to our Board of Directors (“Board”) to serve until our 2027 Annual Meeting of Stockholders (the “Director Election Proposal”);
Approve, by a non-binding advisory vote, our named executive officer compensation as described in this Proxy Statement (the “Say-On-Pay Proposal”);
Recommend, by a non-binding advisory vote, the frequency of future advisory votes to approve our named executive officer compensation (the “Say-On-Frequency Proposal”);
Ratify the appointment of Deloitte & Touche LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2026 (the “Auditor Ratification Proposal”);
Approve, pursuant to NYSE Rule 312.03, the issuance of shares of Class A common stock upon the conversion of shares of our Series A Preferred Stock, or otherwise issued pursuant to the Securities Purchase Agreement, dated February 18, 2026 by and among the Company and each of the investors listed on Schedule I attached thereto (the “Preferred Purchasers” and, such agreement, the “Securities Purchase Agreement”) and the corresponding Certificate of Designation of Series A Convertible Preferred Stock of Infinity Natural Resources, Inc. (the “Stock Issuance Proposal”); and
Transact such other business as may properly come before the Annual Meeting or any adjournment or postponement thereof.
The holders of our Series A Preferred Stock will vote with the holders of our common stock on an as-converted basis, voting together as a single class, on the matters set forth above. All stockholders of record at the close of business on April 13, 2026, the record date for the Annual Meeting (the “Record Date”), will be entitled to notice of and to vote at the Annual Meeting, subject to the Conversion Limitation (as defined below) applicable to the Series A Preferred Stock.
Each record holder of Series A Preferred Stock will have a number of votes equal to the largest number of whole shares of Class A common stock into which such shares are convertible on the Record Date on each matter that is properly brought before the Annual Meeting and on which holders of Series A Preferred Stock are entitled to vote together with common stock as a single class; provided, however, that prior to approval of the Stock Issuance Proposal or a similar stockholder approval, in no event shall the Series A Preferred Stock be convertible into common stock representing more than 19.9% of the shares of common stock issued and outstanding immediately prior to the issuance of the Series A Preferred Stock (the “Conversion Limitation”). Similarly, prior to approval of the Stock Issuance Proposal or a similar stockholder approval, the Preferred Purchasers’ voting power with respect to the Series A Preferred Stock is capped at 19.9% of the shares of common stock issued and outstanding immediately prior to the issuance of the Series A Preferred Stock.
Instead of mailing a printed copy of the proxy materials, including our Annual Report on Form 10-K for the fiscal year ended December 31, 2025 (“Annual Report”), to each stockholder of record, we are providing access to these materials via the internet. This reduces the amount of paper necessary to produce these materials, as well as the costs associated with mailing these materials to all stockholders. Accordingly, on or about April 24, 2026, a Notice Regarding the Internet Availability of Proxy Materials (the “Notice”) was mailed to our stockholders of record as of the Record Date. The Notice contains instructions on how to electronically access the proxy materials on the internet and how to vote your shares. Instructions for requesting a paper copy of the proxy materials are also contained in the Notice.
Your vote is important. Whether or not you expect to virtually attend the Annual Meeting, please vote as promptly as possible by using the internet or telephone voting procedures described in the Notice and in this Proxy Statement or by requesting a printed copy of the proxy materials (including the proxy card) and completing, signing and returning the enclosed proxy card by mail. We thank you for your continued support and cordially invite you to virtually attend the Annual Meeting.
By Order of the Board of Directors,
Raleigh Wolfe
General Counsel and Secretary
IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE ANNUAL MEETING OF STOCKHOLDERS TO BE HELD ON JUNE 9, 2026: Our proxy statement is attached to this Notice. Financial and other information concerning Infinity Natural Resources, Inc. is contained in our Annual Report. The Proxy Statement and additional information are available free of charge at www.proxyvote.com.
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.