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INFINITY NATURAL RESOURCES, INC.

For the period ended Sep 30, 2026. Filed Nov 9, 2026.

View on SEC.gov

About this filing

A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.

Sep 30, 2026 · Filed Nov 9, 2026

INR$13.06-0.8%Stored close · as of Nov 10, 2026

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Item 1. Financial Statements

Condensed Consolidated Balance Sheets (Unaudited)

(amounts in thousands, except share and per share amounts)

September 30, 2026December 31, 2025
Assets
Current assets:
Cash and cash equivalents$26,176$2,849
Accounts receivable:
Oil and natural gas sales, net89,56754,836
Joint interest and other, net37,12012,912
Short-term deposit on acquisitions—61,200
Prepaid expenses and other current assets5,6054,002
Commodity derivative assets18,43724,838
Total current assets$176,905$160,637
Oil and natural gas properties, full cost method (including $131.6 million and $88.7 million as of September 30, 2026 and December 31, 2025, respectively, excluded from amortization)2,089,8741,264,212
Midstream and other property and equipment358,81157,116
Less: Accumulated depreciation, depletion, and amortization(390,883)(256,712)
Property and equipment, net$2,057,802$1,064,616
Operating lease right-of-use assets, net2,3401,147
Deferred tax asset, net—4,858
Other assets14,9596,709
Commodity derivative assets2,4132,885
Total assets$2,254,419$1,240,852
Total liabilities, stockholders’ equity, redeemable interest and Series A Preferred Stock
Current liabilities:
Accounts payable$78,471$38,572
Royalties payable97,64539,686
Accrued liabilities and other43,90323,021
Operating lease liabilities697181
Commodity derivative liabilities, short-term31,3201,106
Total current liabilities$252,036$102,566
Long-term debt538,763150,862
Operating lease liabilities, non-current1,643966
Asset retirement obligations7,7293,636
Commodity derivative liabilities12,6573,361
Tax Receivable Agreement6,3961,537
Deferred tax liability, net4,229—
Total liabilities$823,453$262,928
Series A Preferred Stock ($0.01 par value; 350,000 and 0 shares issued and outstanding as of September 30, 2026 and December 31, 2025, respectively)336,470—
Redeemable non-controlling interest706,334670,785
Stockholders’ equity
Class A common stock ($0.01 par value; 400,000,000 shares authorized and 20,163,179 shares issued and outstanding as of September 30, 2026 and 15,542,521 shares issued and outstanding as of December 31, 2025)201155
Class B common stock ($0.01 par value; 150,000,000 shares authorized, 43,258,649 shares issued and outstanding as of September 30, 2026 and 45,247,974 shares issued and outstanding as of December 31, 2025)432452
Additional paid-in capital379,125310,972
Retained earnings (accumulated deficit)8,404(4,440)
Total stockholders’ equity388,162307,139
Total liabilities, stockholders’ equity, redeemable interest and Series A Preferred Stock$2,254,419$1,240,852

Condensed Consolidated Statements of Operations (Unaudited)

(amounts in thousands, except share and per share amounts)

Three Months Ended September 30,Nine Months Ended September 30,
2026202520262025
Revenues:
Oil, natural gas, and NGL sales$194,990$78,254$516,104$234,909
Midstream and other revenue2,5931,4727,3704,458
Total revenues$197,583$79,726$523,474$239,367
Operating expenses:
Gathering, processing, and transportation32,57812,73781,70239,322
Lease operating12,9615,10231,90516,463
Production and ad valorem taxes2,1017996,3524,502
Midstream operations and maintenance expense2,4821,5536,3193,920
Depreciation, depletion, and amortization54,66427,579134,73872,489
General and administrative (1)13,5768,05347,399145,068
Total operating expenses$118,362$55,823$308,415$281,764
Operating income (loss)79,22123,903215,059(42,397)
Other income (expense):
Interest, net(13,488)(2,290)(34,010)(6,717)
Gain (loss) on derivative instruments(64,410)15,250(72,002)30,153
Other expense(1,329)(232)(2,287)(1,370)
Net income (loss) before income tax expense (benefit)(6)36,631106,760(20,331)
Income tax expense (benefit)377(3,383)5,487(3,936)
Net income (loss)$(383)$40,014$101,273$(16,395)
Net income attributable to Infinity Natural Resources, LLC prior to the IPO reorganization transaction———9,914
Net income (loss) attributable to redeemable non-controlling interests(261)29,61071,508(19,469)
Net income (loss) attributable to Infinity Natural Resources, Inc.$(122)$10,404$29,765$(6,840)
Weighted-average shares of Class A common stock outstanding:
Basic19,435,46615,433,44318,609,82515,303,532
Diluted19,435,46615,895,94418,643,04715,303,532
Net income (loss) attributable to Infinity Natural Resources, Inc. per share of Class A common stock
Basic(2)$(0.37)$0.67$0.69$(0.45)
Diluted(2)$(0.37)$0.65$0.69$(0.45)

(1) General and administrative expense includes a one-time share-based compensation expense of $126.1 million for the nine months ended September 30, 2025, incurred in connection with the Company’s initial public offering (“IPO”).

(2) Refer to Note 14 – Earnings Per Share to this Quarterly Report for basic and diluted earnings per share calculations.

Condensed Consolidated Statements of Stockholders’ Equity, Redeemable Non-controlling Interest and Series A Preferred Stock (Unaudited)

(amounts in thousands, except share amounts)

Class A Common Stock · INR Units · Additional Paid in Capital · Retained Earnings /(Accumulated Deficit) · Total · RedeemableNon-controlling Interest · Series A Preferred Stock
Nine Months Ended September 30, 2026 · Shares · Amount · Shares · Amount
Balance as of December 31, 202515,542,521$15545,247,974$452$310,972$(4,440)$307,139$670,785$—
Share-based compensation expense———2,262—2,262——
RSU vested net of tax withholdings223,7182——(1,203)—(1,201)——
Net income (loss)—————(1,871)(1,871)(4,472)—
Issuance of Class A common stock for acquisition2,517,19425——35,090—35,115——
Issuance of Series A Preferred Stock net of issuance costs————————333,976
Dividends on Series A Preferred Stock—————(3,104)(3,104)—3,104
Exchange of INR Units for Class A common stock467,7445(467,744)(5)6,888—6,888(6,888)—
Change in the Tax Receivable Agreement and deferred tax effects————(2,047)—(2,047)——
Adjustment of redeemable non-controlling interest to redemption value————(162,740)—(162,740)162,740—
Balance as of March 31, 202618,751,177$18744,780,230$447$189,222$(9,415)$180,441$822,165$337,080
Share-based compensation expense————3,199—3,199——
Net income (loss)—————31,75231,75276,247—
Dividends on Series A Preferred Stock—————(6,755)(6,755)—6,755
Series A Preferred Stock issuance costs————————(244)
Adjustment of redeemable non-controlling interest to redemption value————191,817—191,817(191,817)—
Shares repurchased and retired(109,579)(1)——(1,504)—(1,505)——
Balance as of June 30, 202618,641,598$18644,780,230$447$382,734$15,582$398,949$706,595$343,591
Share-based compensation expense————3,284—3,284——
Net income (loss)—————(122)(122)(261)—
Cash payment of Series A Preferred Stock dividends declared in the second quarter————————(7,056)
Series A Preferred Stock issuance costs————65—65—(65)
Change in the Tax Receivable Agreement and deferred tax effects————(6,958)—(6,958)——
Series A Preferred Stock dividends declared and paid in cash in the third quarter—————(7,056)(7,056)——
Exchange of INR Units to Class A common stock1,521,58115(1,521,581)(15)24,009—24,009(24,009)—
Class A Common Stock · INR Units · Additional Paid in Capital · Retained Earnings /(Accumulated Deficit) · Total · RedeemableNon-controlling Interest · Series A Preferred Stock
Adjustment of redeemable non-controlling interest to redemption value————(24,009)—(24,009)24,009—
Balance as of September 30, 202620,163,179$20143,258,649$432$379,125$8,404$388,162$706,334$336,470
INR Holdings Members’ Equity · Class A Common Stock · Class B Common Stock · Additional Paid in Capital · Accumulated Deficit · Total · Redeemable Non-controlling Interest
Nine Months Ended September 30, 2025 · Shares · Amount · Shares · Amount
Balance as of December 31, 2024$508,242—$——$—$—$—$—$—
Net income prior to the IPO reorganization transaction9,914————————
Effect of the IPO reorganization transaction(518,156)——45,638,889456——456517,700
Issuance of common stock in connection with IPO, net of underwriting discounts, commissions and other offering costs—15,237,500152——198,204—198,35676,911
Share-based compensation expense subsequent to the IPO reorganization transaction—————126,895—126,895—
Net loss subsequent to the IPO reorganization transaction——————(34,569)(34,569)(103,707)
Adjustment of redeemable non-controlling interest to redemption value—————(325,099)(18,276)(343,375)343,375
Balance as of March 31, 2025—15,237,500$15245,638,889$456$—$(52,845)$(52,237)$834,279
Share-based compensation expense—————2,293—2,293—
Net income——————17,98817,98853,965
Adjustment of redeemable non-controlling interest to redemption value—————42,099—42,099(42,099)
Balance as of June 30, 2025—15,237,500$15245,638,889$456$44,392$(34,857)$10,143$846,145
Exchange of INR Units for Class A common stock—390,9154(390,915)(4)7,248—7,248(7,248)
Share-based compensation plans—1,238———2,245—2,245—
Net income——————10,40410,40429,610
Establishment of liabilities under the Tax Receivable Agreement and deferred tax effects—————(1,552)—(1,552)—
Adjustment of redeemable non-controlling interest to redemption value—————260,132—260,132(260,132)
Balance as of September 30, 2025—15,629,653$15645,247,974$452$312,465$(24,453)$288,620$608,375

Condensed Consolidated Statements of Cash Flows (Unaudited)

(amounts in thousands)

Nine Months Ended September 30,
20262025
Cash flows from operating activities:
Net income (loss)$101,273$(16,395)
Adjustments to reconcile net income (loss) to net cash provided by operating activities:
Depreciation, depletion, and amortization134,76272,489
Amortization of debt issuance costs6,7981,705
Share-based compensation expense, including amounts capitalized8,745131,441
Loss (gain) on derivative instruments72,002(30,153)
Cash (paid) and received on settlement of derivative instruments(25,618)5,567
Non-cash lease expense399205
Deferred income taxes4,933(4,178)
Changes in operating assets and liabilities:
Accounts receivable(58,939)21,696
Prepaid expenses and other(1,084)645
Accounts payable36,88311,521
Royalties payable44,9033,503
Accrued and other expenses9,017(4,695)
Other assets and liabilities(600)(6,651)
Net cash provided by operating activities$333,474$186,700
Cash flows from investing activities:
Additions to oil and gas properties(355,455)(269,115)
Antero Acquisition(620,500)—
Additions to midstream and other property and equipment(25,020)(10,182)
Net cash used in investing activities$(1,000,975)$(279,297)
Cash flows from financing activities:
Borrowings under Credit Facility462,530143,000
Payments on Credit Facility(613,376)(327,000)
Proceeds from issuance of Notes550,000—
Proceeds from issuance of Class A common stock in IPO, net of underwriting discounts and commissions—286,465
Proceeds from issuance of Series A Preferred Stock350,000—
Payments of Credit Facility debt issuance costs(13,420)(645)
Payments of Notes debt issuance costs(11,794)—
Shares of Class A common stock withheld for employee tax obligations upon vesting RSUs(1,201)(8)
Repurchases of Class A common stock(1,505)—
Payments of Series A Preferred Stock issuance costs(16,239)—
Payments on notes payable(55)(86)
Payment of Series A Preferred Stock dividends(14,112)—
Payments of IPO costs—(6,760)
Net cash provided by (used in) financing activities$690,828$94,966
Net increase (decrease) in cash and cash equivalents23,3272,369
Cash and cash equivalents at beginning of period2,8492,203
Cash and cash equivalents at end of period$26,176$4,572

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements

Note 1 –Description of the Business and Basis of Presentation

Description of Business. Infinity Natural Resources, Inc., together with its subsidiaries (collectively referred to as “INR,” the “Company,” “we,” “our,” or “us,” unless the context otherwise indicates), is a growth oriented, independent energy company focused on the acquisition, development, production and gathering of hydrocarbons in the Appalachian Basin. Our operations are focused on the Utica Shale in eastern Ohio and the Marcellus and Utica Shales in southwestern Pennsylvania.

Principles of Consolidation and Basis of Presentation. The accompanying unaudited condensed consolidated financial statements present the financial position, results of operations, and cash flows of the Company in accordance with accounting principles generally accepted in the United States (“U.S. GAAP”) and regulations of the Securities and Exchange Commission (“SEC”) for interim financial information. Certain information and disclosures normally included in consolidated financial statements prepared in accordance with U.S. GAAP have been condensed or omitted. Accordingly, these unaudited condensed consolidated financial statements should be read in conjunction with the Company’s audited consolidated financial statements for the year ended December 31, 2025 and the related notes included in the 2025 Form 10-K. The condensed consolidated balance sheet as of December 31, 2025 was derived from the Company’s audited consolidated financial statements as of that date.

In the opinion of management, all adjustments, consisting of normal recurring adjustments considered necessary for a fair presentation of interim financial information, have been included. The unaudited results of operations for the interim periods reported are not necessarily indicative of results to be expected for the full year. The consolidated financial statements include the accounts of the Company, its subsidiary, Infinity Natural Resources, LLC (“INR Holdings”), and INR Holdings’ wholly-owned subsidiaries. Redeemable non-controlling interests represent third-party ownership in INR Holdings and are presented within mezzanine equity because the interests are redeemable upon the occurrence of events that are not solely within the Company’s control. Refer to Note 12 – Stockholders’ Equity and Noncontrolling Interestto this Quarterly Report for a discussion of noncontrolling interest.

The Company had no material other comprehensive income or loss items. Accordingly, a separate statement of comprehensive loss has not been presented in these unaudited condensed consolidated financial statements. All intercompany balances and transactions are eliminated upon consolidation.

Reclassification. Certain previously reported amounts have been reclassified to conform with the current financial statement presentation. These reclassifications have no impact on previously reported total assets, total liabilities, net income or total operating cash flows.

Note 2 –Summary of Significant Accounting Policies

Refer to Note 2 – Summary of Significant Accounting Policies of the 2025 Form 10-K for the full list of our significant accounting policies.

Business Combinations. We account for business combinations under the Business Combinations Topic of the Financial Accounting Standards Board’s (“FASB”) Accounting Standards Codification (“ASC”) 805, which requires identifiable assets acquired and liabilities assumed to be recognized at their acquisition date fair values. See Note 4 – Acquisitions for further discussion of the Antero Acquisition.

Midstream Operations and Maintenance Expense. Midstream operations and maintenance expense consists primarily of costs incurred to operate and maintain the Company’s owned gathering, compression, and related midstream infrastructure, including labor, power, repairs and maintenance, and insurance. These costs exclude third‑party gathering, processing, and transportation fees, which are presented separately within gathering, processing, and transportation expense.

Series A Preferred Stock. The Company accounts for its Series A Convertible Preferred Stock, par value $0.01 per share (the “Series A Preferred Stock”), in accordance with the applicable guidance in ASC 480 and SEC guidance for redeemable equity instruments. The Series A Preferred Stock is classified as mezzanine equity because it is redeemable upon the occurrence of events that are not solely within the Company’s control. All financial instruments are evaluated for embedded derivative features by analyzing each feature against the nature of the host instrument (e.g., more equity-like or debt-like). Features identified as freestanding instruments or bifurcated embedded derivatives that are material are recognized separately as a derivative asset or liability. The Series A Preferred Stock is initially recorded at the net proceeds received, net of directly attributable issuance costs. The carrying amount of the Series A Preferred Stock is not adjusted to redemption value unless the instrument becomes redeemable or probable of becoming redeemable. If redemption becomes probable, the Company will accrete the carrying amount to redemption value using the interest method over the period to the earliest redemption date. Cumulative dividends, including paid-in-kind (“PIK”) dividends, are treated as deemed dividends and reduce income available to holders of the Company’s Class A common stock, par value $0.01 per share (“Class A common stock”), in the calculation of earnings per share.

The Company measures PIK dividends based on the stated dividend rate applied to the liquidation preference of the Series A Preferred Stock. Accordingly, changes in the liquidation preference resulting from PIK dividends increase the carrying value of the Series A Preferred Stock when accrued and reduce the carrying value when paid. Furthermore, PIK dividends reduce income available to holders of Class A common stock for purposes of calculating earnings per share.

Transportation Optimization Activities. The Company may enter into asset management arrangements and other transportation optimization activities related to firm transportation capacity. Amounts received from third parties associated with the utilization or optimization of such transportation capacity are recognized within midstream and other revenue. Costs associated with the Company’s underlying firm transportation commitments continue to be recognized within gathering, processing and transportation expense.

Use of Estimates. The preparation of financial statements requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. The Company evaluates these estimates on an ongoing basis, using historical experience, consultation with experts and other methods it considers reasonable in the particular circumstances. Actual amounts could differ from these estimates, and changes in these estimates are recorded when known. Estimates significant to our consolidated financial statements include the following:

proved reserves used in calculating depletion;

estimates of accrued revenues and unbilled costs;

future cash flows from proved oil and natural gas reserves used in the impairment assessment;

derivative financial instruments;

asset retirement obligations;

the fair value of share-based compensation awards;

estimates related to the TRA (as defined herein); and

determining fair value and allocating purchase price in connection with business combinations and asset acquisitions.

Redeemable Non-controlling Interest. Redeemable non-controlling interests are presented within our unaudited condensed consolidated balance sheet as of September 30, 2026 as mezzanine equity as they are redeemable upon the occurrence of an event that is not solely within our control. The carrying amount of the redeemable non-controlling interest is equal to the greater of (1) the carrying value of the non-controlling interest adjusted each reporting period for income or loss attributable to the non-controlling interest or (2) the redemption value. Remeasurements to the redemption value of the redeemable non-controlling interest are recognized in additional paid-in capital within the unaudited condensed consolidated balance sheet as of September 30, 2026. The redemption amount is calculated based on the 5-day volume-weighted-average closing price of Class A common stock at the end of each reporting period. The portion of the net income or loss attributable to redeemable non-controlling interest is reported as net income or loss attributable to redeemable non-controlling interests on our unaudited condensed consolidated statement of operations for the three and nine months ended September 30, 2026.

Income Taxes. The Company is subject to U.S. federal, state, and local income taxes on its share of taxable income earned through its interest in INR Holdings, which is treated as a pass-through entity for income tax purposes. INR

Holdings itself is generally not subject to federal income tax, and instead, its income or loss is allocated to its members. INR Holdings may be subject to certain entity-level taxes imposed by specific states or jurisdictions. The Company uses the liability method to account for income taxes in accordance with ASC 740. Under this method, deferred tax assets and liabilities are recognized for the future tax consequences of differences between the financial reporting and tax bases of assets and liabilities. Deferred tax amounts are calculated using the enacted tax rates expected to be in effect when the temporary differences reverse. Deferred tax assets are recorded when it is considered more likely than not that they will be realized. The Company evaluates the need for a valuation allowance by considering all available evidence, including projections of future taxable income, the timing of temporary difference reversals, the existence of tax planning strategies and historical operating results. The Company evaluates uncertain tax positions using a recognition and measurement approach. A tax position is recognized in the financial statements only if it is more likely than not that the position would be sustained upon examination by the relevant taxing authority. The amount recognized is based on the largest amount of tax benefit that has a greater than 50% likelihood of being realized. Changes in recognition or measurement are reflected in the period in which the change in judgment occurs. Interest and penalties, if incurred, are recorded in income tax expense.

Tax Receivable Agreement. The Company entered into a Tax Receivable Agreement (“TRA”) with the owners of INR Holdings prior to the IPO (“Legacy Owners”), which generally provides for the payment by us to the Legacy Owners of 85% of the net cash savings, if any, in U.S. federal, state and local income tax that we (a) actually realize with respect to taxable periods ending after the IPO or (b) are deemed to realize in the event of a change of control (as defined under the TRA, which includes certain mergers, asset sales and other forms of business combinations and certain changes to the composition of our board of directors) or the TRA terminates early (at our election or as a result of our breach) with respect to any taxable periods ending on or after such change of control or early termination event, in each case, as a result of (i) the tax basis increases resulting from the exchange of common units representing limited liability company interests in INR Holdings (“INR Units”) and the corresponding surrender of an equivalent number of shares of the Company’s Class B common stock, par value $0.01 per share (“Class B common stock”), by the Legacy Owners for a number of shares of Class A common stock on aone-for-one basis or, at our option, the receipt of an equivalent amount of cash pursuant to the Second Amended and Restated Limited Liability Company Agreement of INR Holdings (the “INR Holdings LLC Agreement”) and (ii) deductions arising from imputed interest deemed to be paid by us as a result of, and additional tax basis arising from, any payments we make under the TRA. The Company recognizes a liability for the estimated amounts payable under the TRA when it is probable that taxable income will be sufficient to realize the related tax benefits and the amounts can be reasonably estimated. The liability is measured using a “with and without” approach and is reassessed at each reporting period, with changes in estimates recognized in income tax expense. See Note 10 – Income Taxes and Tax Receivable Agreement for further details.

Earnings per Share. Basic earnings (loss) per share is calculated by dividing net income (loss) available to holders of Class A common stock by the weighted-average number of shares of Class A common stock outstanding during the period. Net income attributable to Class A common stock is reduced by dividends on the Series A Preferred Stock, including PIK dividends, whether or not declared. Diluted earnings per share gives effect, when applicable, to unvested restricted stock units (“RSUs”) and performance stock units (“PSUs”) granted under the Plan (as defined herein), the exchange of INR Units (and the cancellation of an equal number of shares of Class B common stock) held by the Legacy Owners into Class A common stock and the assumed conversion of the Series A Preferred Stock. The Company uses the “if-converted” method to determine the potential dilutive effect of exchanges of INR Units (and the cancellation of an equal number of shares of Class B common stock), and the treasury stock method to determine the potential dilutive effect of vesting of outstanding equity awards.

Share-based Compensation. The Company accounts for share-based compensation in accordance with ASC 718, Compensation — Stock Compensation. Share-based awards, including RSUs and PSUs, are measured at their grant-date fair value and recognized as compensation expense on a straight-line basis over the requisite service period, which generally corresponds to the vesting period of the award. As RSUs and PSUs are equity classified awards, compensation expense is recorded within equity.

For RSUs, fair value is determined based on the closing stock price of the Class A common stock on the grant date. RSUs represent awards that entitle the holder to receive shares of Class A common stock upon vesting, subject to satisfaction of applicable service conditions. For PSUs with market-based vesting conditions, fair value is estimated using a Monte Carlo simulation model and is not subsequently remeasured. Compensation expense for market-based awards is recognized regardless of whether the market condition is ultimately satisfied, provided the requisite service condition is met. The Company accounts for forfeitures as they occur.

Recently Issued Accounting Standards

Accounting Standards Not Yet Adopted. In December 2025, the FASB issued Accounting Standards Update (“ASU”) 2025-11, Interim Reporting (Topic 270): Narrow-Scope Improvements, to clarify the scope and presentation requirements for interim U.S. GAAP financial statements and to consolidate interim disclosure requirements. Under this ASU, entities must disclose material events or changes occurring after year end that affect interim periods. The amendments in this ASU are effective for interim reporting periods within annual reporting periods beginning after December 15, 2027. Early adoption is permitted. The amendments may be applied either prospectively or retrospectively to any or all prior periods presented in the financial statements. The Company is currently evaluating the impact of the adoption of this guidance.

In November 2024, the FASB issued ASU 2024-03 — Income Statement — Reporting Comprehensive Income — Expense Disaggregation Disclosures (Subtopic 220-40). This ASU requires entities to disaggregate any relevant expense caption presented on the face of the income statement within continuing operations into the following required natural expense categories within the footnotes, as applicable: (1) purchases of inventory, (2) employee compensation, (3) depreciation, (4) intangible asset amortization, and (5) DD&A (as defined herein) recognized as part of oil- and gas-producing activities or other depletion expenses. The amendments in this ASU are effective for annual reporting periods beginning after December 15, 2026, and interim reporting periods beginning after December 15, 2027. Early adoption is permitted. The Company is currently evaluating the impact of the adoption of this guidance.

Note 3 –Revenues

The sales of crude oil, natural gas, and NGLs presented in the unaudited condensed consolidated statements of operations represent the Company’s share of the revenues net of royalties and exclude revenue interests by others. When marketing production on behalf of royalty or working interest owners, the Company acts as an agent and, therefore, reports the revenue on a net basis.

Crude oil, natural gas, and NGL sales are recognized at the point in time when control of the product is transferred to the customer. Virtually all of our contract pricing provisions are based on market indices, with adjustments for transportation costs, quality differentials, and other contractual factors.

The table below provides disaggregated information on the Company’s oil, natural gas, and NGL revenues included in the unaudited condensed consolidated statements of operations:

Three Months Ended September 30,Nine Months Ended September 30,
2026202520262025
(in thousands)
Oil revenues$100,234$41,023$253,656$119,624
Natural gas revenues56,83727,293177,50780,625
NGL revenues37,9199,93884,94134,660
Oil, natural gas, and NGL sales$194,990$78,254$516,104$234,909

Oil Sales

Our crude oil sales contracts are generally structured such that oil is delivered to the customer at a contractually agreed-upon delivery point, typically at the tank. Revenue is recognized when control and legal title are transferred to the customer at the delivery point based on the net price received. Downstream trucking transportation or marketing costs incurred by purchasers are reflected in the price received and are presented as a net reduction to oil sales revenues.

Natural Gas and NGL Sales

Under the Company’s natural gas processing contracts, liquids rich natural gas is delivered to a midstream gathering and/or processing entity at an agreed upon delivery point. The midstream entity gathers and/or processes the raw gas and then remits proceeds to the Company. The Company evaluates when control of the residue gas and NGLs transfers to determine whether revenues should be recognized on a gross or net basis. Fees incurred after transfer of control are recorded as gathering, processing and transportation expense, while fees incurred prior to transfer of control are reflected as a net reduction to natural gas and NGL revenues.

Midstream and Other Revenue

The Company owns and operates certain gathering and related midstream infrastructure that supports its oil and natural gas operations with approximately 1 Bcf/d of natural gas throughput capacity. Midstream and other revenue primarily consists of (i) gathering revenues earned from third-party and working interest owner volumes transported through the Company’s gathering systems (ii) revenues earned from water midstream activities, including the provision of fresh water, trucking and handling and (iii) amounts earned from transportation optimization activities, including asset management arrangements (“AMAs”), capacity utilization fees, spread-share arrangements, transportation reimbursements and similar activities associated with the Company’s firm transportation capacity. Amounts received from these activities are recognized within midstream and other revenue in the unaudited condensed consolidated statements of operations. Costs associated with the Company’s underlying firm transportation commitments continue to be recognized within the gathering, processing and transportation expense line item.

Performance Obligations

The Company has certain commodity sales contracts that contemplate the delivery of products over time. Under the Company’s revenue agreements, each individual delivery generally represents a separate performance obligation that is satisfied upon delivery. As a result, future volumes to be delivered under these contracts represent wholly unsatisfied performance obligations, and disclosure of the transaction price allocated to remaining performance obligations is not required.

For all commodity products, the Company recognizes revenue in the month production is delivered to the purchaser. Settlement statements for crude oil sales are generally received within 30 days following delivery, while settlement statements for natural gas and NGL sales may be received approximately 30 to 60 days after delivery. Payment is unconditional once the performance obligations have been satisfied. At that time, the delivered volumes and applicable sales prices can be reasonably estimated and amounts due from customers are accrued in Accounts receivable – oil and natural gas sales, net in the unaudited condensed consolidated balance sheets. As of September 30, 2026 and December 31, 2025, such receivable balances were $89.6 million and $54.8 million, respectively.

Note 4 –Acquisitions

2026 Antero Acquisition

On February 23, 2026, the Company completed the acquisition of a 60% undivided interest in certain upstream oil and gas properties and related midstream assets in Ohio from affiliates of Antero Resources Corporation and Antero Midstream LLC (the “Antero Acquisition”) for aggregate cash consideration of approximately $681.7 million. For a complete discussion of the transaction, the financing structure, and the Level 3 fair value measurement methodologies utilized, see Note 4 – Acquisitions in the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2026.

On August 7, 2026, the post-closing purchase price adjustment process under the purchase agreement was completed. Working capital adjustments reduced the purchase price from $683.9 million to $681.7 million. The purchase price allocation remains preliminary and is subject to completion of the valuation of the acquired oil and gas properties and midstream assets. The Company expects to finalize the purchase price allocation within the measurement period, which will not exceed one year from the February 23, 2026 acquisition date. Any measurement-period adjustments will be recognized in the reporting period in which the adjustments are determined. The table below presents the preliminary allocation of the purchase price to the identifiable assets acquired and liabilities assumed based on their estimated acquisition-date fair values.

(in thousands)Consideration
Cash (1)$681,700
Total$681,700
Purchase Price Allocation
Assets acquired:
Oil and natural gas properties, full cost method$422,860
Midstream and other property and equipment275,397
Total assets acquired$698,257
Liabilities assumed:
Royalties payable13,056
Asset retirement obligations3,501
Total liabilities assumed16,557
Net assets acquired$681,700

(1) Inclusive of approximately $61.2 million of cash deposited into escrow in 2025. Accordingly, of the $681.7 million of aggregate cash consideration, approximately $620.5 million was paid during the nine months ended September 30, 2026.

Actual and Pro Forma Information

The Antero Acquisition contributed revenue of $37.2 million and $72.0 million, and income from operations of $13.1 million and $30.4 million, for the three and nine months ended September 30, 2026, respectively (beginning on the February 23, 2026 acquisition date). The following unaudited pro forma financial information represents a summary of the condensed combined results of operations for the three and nine months ended September 30, 2026 and 2025, assuming the Antero Acquisition occurred on January 1, 2025:

Three Months Ended September 30,Nine Months Ended September 30,
(in thousands)2026202520262025
Revenues$197,583$109,631$544,328$329,081
Net income (loss)(383)54,243104,54226,432
Net income (loss) attributable to Infinity Natural Resources, Inc.(122)14,05730,7294,156
Basic net income (loss) per share$(0.37)$0.91$0.74$0.27
Diluted net income (loss) per share$(0.37)$0.88$0.74$0.26

Note 5 –Property, Plant, and Equipment

Oil and Natural Gas Properties

We utilize the full cost method of accounting for costs related to the exploration, development, and acquisition of oil and natural gas properties. Our capitalized costs of oil and natural gas properties and the related accumulated depreciation, depletion, and amortization as of September 30, 2026 and December 31, 2025 are as follows:

September 30, 2026December 31, 2025
(in thousands)
Oil and natural gas properties:
Proved properties$1,958,276$1,175,523
Unproved properties131,59888,689
Gross oil and natural gas properties2,089,8741,264,212
Less: accumulated depreciation, depletion, and amortization(369,629)(249,296)
Oil and natural gas properties, net$1,720,245$1,014,916

The increase in proved property costs during the nine months ended September 30, 2026 reflects the acquisition of oil and natural gas properties in connection with the Antero Acquisition discussed in Note 4 – Acquisitions to this Quarterly Report and development activities during the period.

Under the full cost method of accounting, the Company is required to perform a ceiling test each quarter which determines a limit, or ceiling, on the book value of proved oil and natural gas properties. When the book value is in excess of the ceiling value, an impairment is recognized. No impairment expense was recorded for the three and nine months ended September 30, 2026 based on the results of the quarterly ceiling test.

Capitalized costs of oil and natural gas properties are subject to a ceiling test that limits such pooled costs, net of applicable deferred taxes, to the aggregate of the present value of future net revenues attributable to proved oil, natural gas, and NGL reserves discounted at 10%. Any costs in excess of the ceiling are written off as a non-cash expense. The expense will not be reversed in future periods, despite commodity price increases which subsequently increase the ceiling. Companies using the full cost method are generally required to utilize the unweighted arithmetic average of the first-day-of-the-month commodity prices for the preceding 12-month period, adjusted for applicable basis differentials, in determining the ceiling test value. The Company does not designate derivative contracts as cash flow hedges.

Capitalized costs of proved properties are computed on a units-of-production basis based on estimated proved reserves, whereby the depletion rate is determined by dividing the total unamortized cost base plus future development costs by estimated proved reserves on a net equivalent basis at the beginning of the period. The depletion rate is multiplied by total production for the period to compute depletion expense. The following table shows our depletion expense for the three and nine months ended September 30, 2026 and 2025 related to oil and gas properties:

For the Three Months Ended September 30,For the Nine Months Ended September 30,
(in thousands, except per Mcfe amounts)2026202520262025
Depletion of Proved Oil and Natural Gas Properties47,65226,775120,33370,272
Average Depletion Rate per Mcfe$1.20$1.35$1.22$1.35

Costs associated with unproved properties are excluded from the amortization base until the properties are evaluated or impairment is indicated. The costs associated with unproved leasehold acreage, related seismic data, wells currently drilling and related capitalized interest are initially excluded from the amortization base. Leasehold costs are either transferred to the amortization base with the costs of drilling a well on the lease or are assessed at least annually for possible impairment or reduction in value.

Our decision to exclude costs from amortization and the timing of the transfer of those costs into the amortization base involves judgment and may be subject to changes over time based on numerous factors, including drilling plans, availability of capital, project economics, and drilling results from adjacent acreage.

Costs of unproved properties excluded from amortization consist of leasehold acreage and relate to properties which are not individually significant for which the evaluation process has not been completed. The timing and amount of property acquisition and seismic costs included in the amortization computation will depend on the location and timing of drilling wells, results of drilling, and other assessments. Therefore, we are unable to estimate when these costs will be included in the amortization computation.

Other Property and Equipment

Our other property and equipment consists of the following assets that are recorded at cost and depreciated on a straight-line basis over the respective estimated useful lives.

September 30, 2026December 31, 2025
Midstream assets$352,948$53,077
Other property and equipment5,8634,039
Gross midstream and other property and equipment358,81157,116
Less: accumulated depreciation(21,254)(7,416)
Total midstream and other property and equipment, net$337,557$49,700

The increase in midstream assets during the nine months ended September 30, 2026 was primarily attributable to the acquisition of midstream assets as part of the Antero Acquisition described in Note 4 – Acquisitionsto this Quarterly Report.

The estimated useful lives of other property and equipment depreciated on a straight-line basis are as follows:

Midstream assets5 – 25 years
Vehicles5 years
Furniture, fixtures, and office equipment3 – 10 years
Leasehold improvements5 years

The carrying value of long-lived assets that are not part of the Company’s full cost pool are evaluated for recoverability whenever events or changes in circumstances indicate that their carrying values may not be recoverable. If an impairment exists, the impairment loss is measured as the amount by which the asset’s carrying value exceeds its fair value. No impairment was recognized during the three or nine months ended September 30, 2026 or 2025.

Depreciation expense related to midstream and other property and equipment was approximately $6.9 million and $0.7 million for the three months ended September 30, 2026 and 2025, respectively, and approximately $14.0 million and $2.0 million for the nine months ended September 30, 2026 and 2025, respectively.

Note 6 –Accrued Liabilities and Other

The Company’s accrued liabilities as of September 30, 2026 and December 31, 2025 consisted of the following amounts:

September 30, 2026December 31, 2025
Accrued capital expenditures22,8837,270
Accrued general and administrative expenses8,8627,706
JIB advance deposits2,6111,296
Other accrued liabilities9,5476,749
Total accrued liabilities$43,903$23,021

Note 7 –Long-Term Debt

Credit Facility

On September 25, 2024, INR Holdings entered into a credit facility led by Citibank, N.A. (the “Credit Facility” and the credit agreement governing the Credit Facility, as amended, the “Credit Agreement”) with a syndicate of financial institutions with an initial aggregate elected commitment amount and initial borrowing base of $325.0 million. On March 31, 2025, the Company amended the Credit Agreement to, among other things, increase each of the aggregate elected commitment amount and borrowing base from $325.0 million to $350.0 million. On May 29, 2025, the Company amended the Credit Agreement to, among other things, amend certain provisions relating to hedging requirements and restrictions in the Credit Agreement. Effective October 1, 2025, the borrowing base under the Credit Facility increased from $350.0 million to $375.0 million and the aggregate elected commitment amount was also increased from $350.0 million to $375.0 million. On December 5, 2025, INR Holdings entered into that certain Third Amendment to Credit Agreement, which among other things amended certain provisions relating to hedging requirements and restrictions, debt incurrences and permitted acquisitions in the Credit Agreement. On February 23, 2026, INR Holdings entered into a fourth amendment to the Credit Agreement (the “Fourth Amendment”). The Fourth Amendment, among other things, increased the aggregate elected commitment and borrowing base under the Credit Agreement from $375.0 million to $875.0 million and removed the credit spread adjustment previously applicable to Secured Overnight Financing Rate (“SOFR”) borrowings. The borrowing base is based on the net present value of our oil and gas properties and is subject to semi-annual redeterminations. On June 22, 2026, INR Holdings entered into a fifth amendment to the Credit Agreement (the “Fifth Amendment”). Among other things, the Fifth Amendment revised certain provisions governing restricted payments and expanded the circumstances under which certain restricted payments may be made under the Credit Agreement. The Credit Facility is guaranteed by INR Holdings’ subsidiaries and is secured by first priority security interests on substantially all of INR Holdings’ consolidated assets.

The Credit Facility bears interest at a rate equal to, at the Company’s election, either (a) SOFR benchmark plus an applicable margin that varies from 2.75% to 3.75% per annum or (b) a base rate plus an applicable margin that varies from 1.75% to 2.75% per annum, based on borrowing base utilization. The Company is also required to pay a commitment fee of 0.50% per annum on the average daily unused portion of the current aggregate commitments under the Credit Facility. The Company is also required to pay customary letter of credit and fronting fees. As of September 30, 2026, the Company hadno borrowings outstanding under the Credit Facility, leaving approximately $875.0 million of available borrowing capacity. Borrowings outstanding under the Credit Facility were approximately $150.8 million as of December 31, 2025.

Interest expense related to the Credit Facility was approximately $6.2 million and $5.3 million for the nine months ended September 30, 2026 and 2025, respectively. For the three month periods ended September 30, 2026 and 2025, the corresponding interest expense was approximately $0.9 million and $1.8 million, respectively. Approximately $0.3 million and $0.0 million of interest were capitalized for the nine months ended September 30, 2026 and 2025, respectively, and $0.1 million and $0.0 million were capitalized for the three months ended September 30, 2026 and 2025, respectively. The weighted-average interest rate on borrowings outstanding under the Credit Facility was 6.8% and 4.2% during the nine months ended September 30, 2026 and 2025, respectively.

Debt issuance costs associated with the Credit Facility are capitalized and presented within other assets in the unaudited condensed consolidated balance sheets because they relate to a revolving line of credit rather than a specific borrowing. As of September 30, 2026 and December 31, 2025, capitalized debt issuance costs related to the Credit Facility were approximately $14.9 million and $6.7 million, respectively.

Amortization of debt issuance costs, which is included within interest expense in the unaudited condensed consolidated statements of operations, was approximately $5.5 million and $1.7 million for the nine months ended September 30, 2026 and 2025, respectively, and approximately $1.9 million and $0.6 million for the three months ended September 30, 2026 and 2025, respectively.

The Credit Facility also requires INR Holdings to maintain compliance as of the end of each fiscal quarter with financial covenants consisting of a Current Ratio of not less than 1.0 to 1.0 and a Consolidated Total Net Leverage Ratio no greater than 3.0 to 1.0, each of which is defined within the terms of the Credit Agreement. We were in compliance with the covenants and financial ratios under the Credit Facility described above through the date these unaudited condensed consolidated financial statements were available to be issued.

7.625% Senior Notes due 2031

On March 20, 2026, INR Holdings issued $550.0 million aggregate principal amount of 7.625% senior notes due 2031 (the “Notes”) at par. The Notes were issued pursuant to an Indenture, dated March 20, 2026 (the “Indenture”), by and among INR Holdings, certain subsidiary guarantors party thereto (the “Guarantors”), and U.S. Bank Trust Company, National Association, as trustee. The Notes bear interest at a fixed rate of 7.625% per annum, payable semi-annually in arrears on April 1 and October 1 of each year, commencing on October 1, 2026. The Notes will mature on April 1, 2031, unless earlier redeemed or repurchased.

The Notes are the general, unsecured, senior obligations of INR Holdings. The Notes are guaranteed on a senior unsecured basis by the Guarantors and may be guaranteed by certain future subsidiaries of INR Holdings. The Notes and the related guarantees rank equally in right of payment with the borrowings under our Credit Facility and any of our other future senior indebtedness and senior to any of our future subordinated indebtedness. The Notes and the guarantees are effectively subordinated to all of our secured indebtedness (including all borrowings and other obligations under our Credit Facility) to the extent of the value of the collateral securing such indebtedness and structurally subordinated in right of payment to all existing and future indebtedness and other liabilities (including trade payables) of any future subsidiaries that do not guarantee the Notes.

INR Holdings may, at its option, redeem all or a portion of the Notes at any time on or after April 1, 2028 at certain redemption prices. At any time prior to April 1, 2028, INR Holdings may redeem up to 40% of the aggregate principal amount of the Notes, with an amount of cash not greater than the net cash proceeds of certain equity offerings at a redemption price equal to 107.625% of the aggregate principal amount of the Notes redeemed, plus accrued and unpaid interest, if any, to, but excluding, the redemption date. In addition, at any time prior to April 1, 2028, INR Holdings may, on any one or more occasions, redeem all or a part of the Notes at a redemption price equal to 100.00% of the principal amount of the Notes redeemed, plus a “make whole” premium and accrued and unpaid interest, if any, to, but excluding, the date of redemption.

If INR Holdings experiences certain kinds of changes of control, each holder of the Notes may require INR Holdings to repurchase all or a portion of its Notes for cash at a price equal to 101% of the aggregate principal amount of such Notes, plus accrued and unpaid interest, if any, to the date of repurchase. The Indenture contains covenants that, among other things and subject to certain exceptions and qualifications, limit the ability of INR Holdings and its restricted subsidiaries to: (i) incur or guarantee additional indebtedness or issue certain types of preferred stock; (ii) pay dividends on capital stock or redeem, repurchase or retire its capital stock or subordinated indebtedness; (iii) transfer or sell assets; (iv) make investments; (v) create certain liens; (vi) enter into agreements that restrict dividends or other payments from its restricted subsidiaries to INR Holdings or any of their restricted subsidiaries; (vii) consolidate, merge or transfer all or substantially all of its assets; (viii) engage in transactions with affiliates; and (ix) create unrestricted subsidiaries.

The Company incurred approximately $12.6 million of debt issuance costs in connection with the issuance of the Notes during the nine months ended September 30, 2026. As of September 30, 2026, approximately $11.2 million of unamortized debt issuance costs remained and are presented as a direct reduction of the carrying amount of the Notes. Amortization of debt issuance costs related to the Notes was approximately $0.7 million and $1.3 million for the three and nine months ended September 30, 2026, respectively.

Interest expense related to the Notes was approximately $10.4 million and $22.3 million for the three and nine months ended September 30, 2026, respectively.

Note 8 –Derivatives and Risk Management

The Company is exposed to volatility in market prices and basis differentials for oil, natural gas, and NGLs, which can impact the predictability of our cash flows related to the sale of those commodities. The overall objective of the Company’s hedging program is to protect cash flows from undue exposure to the risk of changing commodity prices, which we do by using various derivative instruments including fixed price swaps, basis swaps, and collars. The Company’s oil option positions primarily consist of costless collars, which combine purchased put options and sold call options with offsetting volumes and differing strike prices. The tables below present these component instruments on a gross basis. As a result of our hedging activities, we may realize prices that are greater or less than the market prices that we would have otherwise received.

We typically enter into over-the-counter (OTC) derivative contracts with financial institutions and regularly monitor the creditworthiness of all counterparties. Certain of our hedging arrangements are with counterparties that are also lenders (or affiliates of lenders) under our Credit Facility. As of September 30, 2026 and December 31, 2025, we did not have any cash or letters of credit posted as collateral for our derivative financial instruments.

The Company does not designate any of its derivative instruments as cash flow hedges; therefore, all changes in fair value of our derivative instruments are recognized in other income within the unaudited condensed consolidated statements of operations. We recognize all derivative instruments as either assets or liabilities at fair value within the unaudited condensed consolidated balance sheets, subject to netting arrangements with our counterparties that permit net settlement of gross commodity derivative assets against gross commodity derivative liabilities.

Contracts that result in physical delivery of a commodity expected to be sold by the Company in the normal course of business are generally designated as normal purchases and normal sales and are exempt from derivative accounting. Contracts that result in the physical receipt or delivery of a commodity but are not designated or do not meet all of the criteria to qualify for the normal purchase and normal sale scope exception are subject to derivative accounting.

The following tables provide information about the Company’s derivative financial instruments. The tables present the notional amount, the weighted-average contract prices and the fair values by expected maturity dates as of September 30, 2026.

Volume · Weighted-Average Price · Fair Value as ofSeptember 30, 2026
Oil(in MBbls)($ per Bbl)(in thousands)
Fixed price swaps
2026801$63.71$(19,499)
20271,71065.08(24,170)
202888470.87(932)
Total3,395$(44,601)
Volume · Floor / Ceiling · Fair Value as ofSeptember 30, 2026
Oil · (in MBbls) · ($ per Bbl) · (in thousands)
Price collars
2026115$ 70.00 - 78.00$(1,275)
202735070.00 - 84.60(919)
Total465$(2,194)
Volume · Weighted-Average Price · Fair Value as ofSeptember 30, 2026
Natural gas(in MMBtu)($ per MMBtu)(in thousands)
Fixed basis swaps
20264,296,000$3.12$4,567
202710,372,0002.964,922
Total14,668,000$9,489
Volume · Weighted-Average Price · Fair Value as ofSeptember 30, 2026
Natural gas(in MMBtu)($ per MMBtu)(in thousands)
NYMEX - Fixed price swaps
20268,886,000$4.31$9,903
202744,334,0003.9131,781
202835,370,0003.761,019
202929,970,0003.61(2,961)
203026,310,0003.56(2,931)
Total144,870,000$36,811
Volume · Basis Differential · Fair Value as ofSeptember 30, 2026
Natural gas(in MMBtu)($ per MMBtu)(in thousands)
Basis swaps
202613,641,000$(0.96)$(1,950)
202729,537,000(0.62)(3,766)
202833,086,000(0.51)(2,153)
Total76,264,000$(7,869)
Volume · Weighted-Average Price · Fair Value as ofSeptember 30, 2026
Ethane(in gallons)($ per gallon)(in thousands)
Fixed price swaps
20262,137,000$0.29$71
20277,116,0000.245
Total9,253,000$76
Volume · Weighted-Average Price · Fair Value as ofSeptember 30, 2026
Propane(in gallons)($ per gallon)(in thousands)
Fixed price swaps
202613,832,000$0.76$(1,478)
202735,506,0000.72(2,137)
Total49,338,000$(3,615)
Volume · Weighted-Average Price · Fair Value as ofSeptember 30, 2026
Isobutane(in gallons)($ per gallon)(in thousands)
Fixed price swaps
20262,944,000$0.94$(1,270)
20277,648,0000.91(1,571)
Total10,592,000$(2,841)
Volume · Weighted-Average Price · Fair Value as ofSeptember 30, 2026
Normal butane(in gallons)($ per gallon)(in thousands)
Fixed price swaps
20263,773,000$0.92$(1,573)
20279,764,0000.86(1,902)
Total13,537,000$(3,475)
Volume · Weighted-Average Price · Fair Value as ofSeptember 30, 2026
Pentane(in gallons)($ per gallon)(in thousands)
Fixed price swaps
20263,346,000$1.47$(1,712)
20279,050,0001.39(2,790)
20283,510,0001.38(407)
Total15,906,000$(4,909)

Derivative assets and liabilities are presented below as gross assets and liabilities, without regard to master netting arrangements, which are considered in the presentation of derivative assets and liabilities in the accompanying balance sheets.

The following tables summarize the gross fair value of our derivative assets and liabilities and the effect of netting as of September 30, 2026 and December 31, 2025:

September 30, 2026
Balance Sheet ClassificationGross AmountsNetting AdjustmentNet Amounts Presented on Balance Sheet
(in thousands)
Assets
Commodity derivative assets, short-term$30,781$(12,344)$18,437
Commodity derivative assets, long-term3,105(692)2,413
Total assets$33,886$(13,037)$20,850
Liabilities
Commodity derivative liabilities, short-term$(47,267)$15,947$(31,320)
Commodity derivative liabilities, long-term(18,879)6,221(12,657)
Total liabilities$(66,146)$22,168$(43,978)
December 31, 2025
Balance Sheet ClassificationGross AmountsNetting AdjustmentNet Amounts Presented on Balance Sheet
(in thousands)
Assets
Commodity derivative assets, short-term$32,718$(7,880)$24,838
Commodity derivative assets, long-term7,701(4,816)2,885
Total assets$40,419$(12,696)$27,723
Liabilities
Commodity derivative liabilities, short-term$(8,986)$7,880$(1,106)
Commodity derivative liabilities, long-term(8,177)4,816(3,361)
Total liabilities$(17,163)$12,696$(4,467)

Our total derivative gains and losses for the three and nine months ended September 30, 2026 and 2025 were as follows:

For the Three Months Ended September 30,For the Nine Months Ended September 30,
(in thousands)2026202520262025
Realized gain (loss) on derivative instruments$(1,199)$6,375$(25,618)$5,567
Unrealized gain (loss) on derivative instruments(63,211)8,876(46,384)24,586
Total gain (loss) on derivative instruments$(64,410)$15,250$(72,002)$30,153

Note 9 –Fair Value Measurements

Certain of the Company’s assets and liabilities are measured at fair value. Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. We use market data or assumptions that market participants would use in pricing the asset or liability, including assumptions about risk and the risks inherent in the inputs to the valuation technique. Our assessment of the significance of a particular input to the fair value measurement in its entirety requires judgment and considers factors specific to the asset or liability.

The Company has categorized its assets and liabilities at fair value into a three-level fair value hierarchy based on the priority of the inputs to the valuation technique. The fair value hierarchy gives the highest priority to quoted prices in active markets for identical assets and liabilities (Level 1) and the lowest priority to unobservable inputs (Level 3). Assets and liabilities that use Level 2 inputs include the Company’s fixed price swaps, basis swaps, and collars.

The carrying values of cash and cash equivalents, accounts receivable, other current assets, accounts payable and other current liabilities on the unaudited consolidated balance sheets approximate fair value because of their short-term nature. Additionally, the carrying value of outstanding borrowings under our Credit Facility approximates fair value because the interest rates are variable and reflective of market rates. We consider the fair value of our Credit Facility to be a Level 2 fair value measurement on the fair value hierarchy.

The Notes were issued in a private placement and are carried at amortized cost. The estimated fair value of the Notes is determined using observable market inputs, including prices and yields for similar debt instruments with comparable terms and maturities, and is categorized as a Level 2 fair value measurement within the fair value hierarchy. As of September 30, 2026, the carrying value of the Notes approximated their estimated fair value.

Recurring Fair Value Measurements

The following tables present, for each applicable level within the fair value hierarchy, the Company’s net derivative assets and liabilities, including both current and noncurrent portions, measured at fair value on a recurring basis.

September 30, 2026
Level 1Level 2Level 3Fair Value
(in thousands)
Assets
Fixed price swaps$—$46,376$—$46,376
Collars—1,416—1,416
Liabilities
Fixed price swaps—(59,441)—(59,441)
Basis swaps—(7,869)—(7,869)
Collars—(3,610)—(3,610)
Total$—$(23,128)$—$(23,128)
December 31, 2025
Level 1Level 2Level 3Fair Value
(in thousands)
Assets
Fixed price swaps$—$33,079$—$33,079
Basis swaps—349—349
Liabilities
Fixed price swaps————
Basis swaps—(10,172)—(10,172)
Total$—$23,256$—$23,256

Derivative assets and liabilities are categorized within the above fair value hierarchy based on the lowest level of input that is significant to the fair value measurement. We have classified our derivative instruments into levels depending upon the data utilized to determine their fair values. The Company uses industry-standard models that consider various assumptions including current market and contractual prices for the underlying instruments, implied market volatility, time value, nonperformance risk, as well as other relevant economic measures. Substantially all of these inputs are observable in the marketplace throughout the full term of the instrument and can be supported by observable data. As such, we use Level 2 inputs to measure the fair value of commodity derivative contracts.

Note 10 –Income Taxes and Tax Receivable Agreement

The Company recorded income tax expense of $0.4 million and $5.5 million for the three and nine months ended September 30, 2026, respectively. The Company recorded income tax benefits of $3.6 million and $4.2 million for three and nine months ended September 30, 2025, respectively.

In calculating the provision for income taxes on an interim basis, the Company uses an estimate of the annual effective tax rate based upon currently known facts and circumstances and applies that rate to its year-to-date earnings or losses. The Company’s effective tax rate is based on expected income and statutory tax rates and takes into consideration permanent differences between financial statement and tax return income applicable to the Company in the various jurisdictions in which the Company operates. The effect of discrete items, such as changes in estimates, changes in enacted tax laws or rates or tax status, and unusual or infrequently occurring events, is recognized in the interim period in which the discrete item occurs.

The Company’s effective tax rate for the three months ended September 30, 2026 was not considered meaningful due to the nominal amount of pretax loss recognized during the period. The Company’s effective tax rate for the nine months ended September 30, 2026 was 5.14%. The effective tax rates for the three and nine months ended September 30, 2025 were approximately (9.76)% and 20.87%, respectively. The Company’s effective income tax rate differs from the U.S. federal statutory rate primarily because income attributable to the redeemable noncontrolling interest represents pass-through income that is not subject to income tax at the Company level.

The Company records deferred tax assets and liabilities for the estimated future tax effects attributable to temporary differences between the financial statement carrying amounts of assets and liabilities and their respective tax bases. As of September 30, 2026, the Company recorded a net deferred tax liability of $4.2 million. The Company assesses the realizability of its deferred tax assets each reporting period based on all available positive and negative evidence and records a valuation allowance when it is more likely than not that some portion of the deferred tax assets will not be realized.

Our predecessor, INR Holdings, is a limited liability company treated as a partnership for U.S. federal income tax purposes and, therefore, has not been subject to U.S. federal income tax at an entity level. As a result, the consolidated net income/(loss) in our historical financial statements does not reflect the tax expense/(benefit) we would have incurred if we were subject to U.S. federal income tax at an entity level during the periods prior to the IPO. INR Holdings continues to be treated as a partnership for U.S. federal income tax purposes and, as such, is not subject to U.S. federal income tax. Instead, taxable income is allocated to members, including the Company, and any taxable income of INR Holdings is reported in the respective tax returns of its members.

The Company had no activity or holdings prior to the IPO.

Tax Receivable Agreement. Prior to the closing date of the IPO, the Company entered into a TRA with the Legacy Owners. This agreement generally provides for the payment by the Company to the Legacy Owners of 85% of the net cash savings, if any, in U.S. federal, state and local income tax that the Company (a) actually realizes with respect to taxable periods ending after the IPO or (b) is deemed to realize in the event of a change of control (as defined under the TRA, which includes certain mergers, asset sales and other forms of business combinations and certain changes to the composition of the Company’s board of directors) or the TRA terminates early (at the Company’s election or as a result of a breach) with respect to any taxable periods ending on or after such change of control or early termination event, in each case, as a result of (i) the tax basis increases resulting from the exchange of INR Units and the corresponding surrender of an equivalent number of shares of Class B common stock by the Legacy Owners for a number of shares of Class A common stock on aone-for-one basis or, at the Company’s option, the receipt of an equivalent amount of cash pursuant to the INR Holdings LLC Agreement and (ii) deductions arising from imputed interest deemed to be paid by the Company as a result of, and additional tax basis arising from, any payments the Company makes under the TRA. The Company will retain the benefit of the remaining 15% of these cash savings, if any.

The TRA liability was $6.4 million as of September 30, 2026 and $1.5 million as of December 31, 2025. The $4.9 million increase during the nine months ended September 30, 2026 resulted from the exchanges of 467,744 INR Units in March 2026 and 1,521,581 INR Units in August 2026 for shares of Class A common stock, which increased the Company’s tax basis in its investment in INR Holdings. The Company recorded the increase in the liability, net of the related deferred tax effects, as an adjustment to additional paid-in capital.

Note 11 –Series A Convertible Preferred Stock

On February 18, 2026, the Company entered into a Securities Purchase Agreement with affiliates of Quantum Capital Group (“Quantum”) and Carnelian Energy Capital Management (“Carnelian”) pursuant to which the Company issued and sold an aggregate of 350,000 shares of Series A Preferred Stock at an original purchase price of $1,000.00 per share, for total gross proceeds of $350.0 million on February 23, 2026 (the “Preferred Stock Transaction”). The Series A Preferred Stock carries an initial liquidation preference of $1,000 per share and ranks senior to the Class A common stock with respect to dividend rights and rights upon liquidation.

Holders of the Series A Preferred Stock are entitled to receive cumulative quarterly dividends at a rate of 8.0% per annum through the fifth anniversary of the initial issuance date, increasing to 12.0% per annum thereafter. Dividends accrue quarterly and may be paid in cash when declared or added to the liquidation preference if unpaid through the second anniversary of the initial issuance date. The dividend rate is subject to an automatic increase of 2.0% per annum if the Company is unable to pay dividends in cash due to restrictions under its Credit Agreement after the second anniversary of the initial issuance date. Each holder of Series A Preferred Stock has the right to participate in any dividends declared on the Class A common stock on an as-converted basis.

The Series A Preferred Stock is convertible into shares of Class A common stock at the option of the holders at an initial conversion price of $21.39 per share, subject to customary anti-dilution adjustments for stock splits, stock dividends, tender offers, spin-offs, and rights distributions.

Beginning three years after issuance, the Company has the right to require mandatory conversion of all or any portion of the Series A Preferred Stock into shares of Class A common stock, provided that the closing price of the Class A common stock exceeds 140% of the conversion price for 20 of 30 consecutive trading days and certain liquidity conditions are met.

The Company has the option to redeem the Series A Preferred Stock beginning on the fifth anniversary of the initial issuance date at a redemption price that will provide the holders with a 15.0% per annum internal rate of return (“IRR”) based on the initial liquidation preference through the redemption date.

Holders of the Series A Preferred Stock have the right to require the Company to repurchase their shares upon the occurrence of a Change of Control (as defined in the Certificate of Designation of the Series A Preferred Stock). A Change of Control is defined to include, among other events, the acquisition by a third party of more than 50% of the Company’s voting stock, a sale of all or substantially all of the Company’s assets, or a delisting of the Class A common stock from a national securities exchange. Upon a Change of Control, each holder may elect to either (i) convert at the then-current conversion price or (ii) require the Company to repurchase such shares at the Change of Control Repurchase Price (as defined in the Certificate of Designation of the Series A Preferred Stock), which is the greater of (a) an amount (together with all prior distributions) necessary to achieve a 13.0% per annum IRR on the initial liquidation preference or (b) a 1.30 x return on the initial liquidation preference.

The Series A Preferred Stock is classified as temporary (mezzanine) equity on the unaudited condensed consolidated balance sheets because the instrument is redeemable for cash upon the occurrence of a Change of Control, an event that is not solely within the Company’s control. The Company evaluated the Series A Preferred Stock for embedded derivative features, including certain dividend rate step-up provisions related to credit agreement restrictions and share issuance limitations. Based on this evaluation, the Company concluded that these features do not result in material derivative instruments requiring separate accounting as of the issuance date or as of September 30, 2026.

The Series A Preferred Stock was initially recorded at approximately $334.0 million, representing $350.0 million in aggregate gross proceeds less approximately $16.0 million of directly attributable issuance costs. Issuance costs consisted of registration fees, filing fees, listing fees, legal and accounting fees, and other directly attributable costs, and were recorded as a direct reduction of the carrying amount of the Series A Preferred Stock within mezzanine equity.

The Company elected to pay the dividend for the quarter ended March 31, 2026 in kind, which increased the carrying amount and liquidation preference of the Series A Preferred Stock. The dividends for the quarters ended June 30 and September 30, 2026 were paid in cash. As of September 30, 2026, the carrying amount of the Series A Preferred Stock was $336.5 million.

Note 12 –Stockholders’ Equity and Noncontrolling Interest

As of September 30, 2026, the Company’s equity structure consists of Class A common stock, Class B common stock and Series A Preferred Stock. Each share of Class A common stock entitles its holder toone vote per share and the right to receive dividends and other distributions when, as, and if declared by our board of directors. Holders of Class A common stock are also entitled to share in any assets remaining upon liquidation, after satisfaction of all debts and liabilities. Holders of Class A common stock do not have preemptive or conversion rights. The Class A common stock is economically entitled to the results of operations of the Company, through its ownership interest in INR Holdings. Legacy Owners own an approximate 68.2% interest in INR Holdings, and the Company owns an approximate 31.8% interest in INR Holdings.

Each share of Class B common stock entitles its holder toone vote per share on matters submitted to the Company’s stockholders but does not provide the holder with economic rights. Holders of Class B common stock do not participate in dividends or other distributions and have no rights to Company assets upon liquidation. Each share of Class B common stock is paired with one INR Unit and is cancellable upon exchange or redemption of the corresponding INR Unit for one share of Class A common stock or, at our option, the receipt of an equivalent amount of cash. INR Units represent economic interests in INR Holdings.

Holders of Series A Preferred Stock generally are entitled to vote with the holders of the shares of Class A common stock on all matters submitted for a vote of holders of shares of Class A common stock (voting together with the holders of shares of Class A common stock as one class) on an as-converted basis, subject to certain limitations.

Distributions by INR Holdings, if any, are made to the holders of INR Units on a pro rata basis, subject to applicable law and the INR Holdings LLC Agreement. Distributions, if any, are expected to be made to fund the Company’s payment of taxes, payments under the TRA, any dividends declared on Class A common stock, and other corporate purposes.

As of September 30, 2026, the Company consolidates the financial results of INR Holdings in its unaudited condensed consolidated financial statements. The portion of net income and equity attributable to the INR Units held by the Legacy Owners is reported as a redeemable non-controlling interest within mezzanine equity in the unaudited condensed consolidated financial statements.

Note 13 –Share-based Compensation

Omnibus Incentive Plan

Infinity Natural Resources, Inc. adopted the Infinity Natural Resources, Inc. Omnibus Incentive Plan (the “Plan”). The Plan provides for the grant of stock-based awards to the Company’s employees, non-employee directors, and consultants, including RSUs, PSUs, stock options, stock appreciation rights, restricted stock, dividend equivalent rights and other stock or stock-based awards. An aggregate of 5,888,889 shares of Class A common stock has been reserved for issuance under the Plan, subject to adjustments for stock splits, recapitalizations, and other corporate events. We recognize share-based compensation expense in the unaudited condensed consolidated statement of operations as a component of General and administrative, with a corresponding credit to Additional paid-in capital in the unaudited condensed consolidated balance sheet.

Restricted Stock Units

From March through September 2026, the Company granted an additional 617,031 RSUs to certain employees and non-employee directors under the Plan. The RSUs granted to employees generally vest ratably over athree-year service period, while the RSUs granted to non-employee directors vest in full on theone-year anniversary of the grant date.

From February through September 2026,295,996 previously issued RSUs vested and settled in Class A common stock, of which 70,910 were withheld to cover employee tax obligations. The total fair value of shares vested was $5.1 million and the fair value of shares withheld $1.2 million which was remitted in cash to the tax authorities.

The grant-date fair value of each RSU is determined based on the closing stock price of the Class A common stock on the grant date. Share-based compensation expense related to RSUs is recognized on a straight-line basis over the requisite service period, which corresponds to the vesting terms of the respective awards. We account for forfeitures as they occur. The following table summarizes the RSU activity for the nine months ended September 30, 2026:

RSUsWeighted-average grant date fair value
Unvested as of beginning of period433,482$18.84
Granted617,03116.82
Vested and settled(295,996)19.63
Canceled/Forfeited(9,614)17.24
Unvested as of end of period744,903$16.87

The RSUs are entitled to Dividend Equivalent Rights (as defined in the Plan) on unvested RSUs, which are payable only if the underlying RSUs vest. The Company recognized compensation expense for RSUs of $1.3 million and $3.8 million for the three and nine months ended September 30, 2026, respectively, and $1.3 million and $3.4 million for the three and nine months ended September 30, 2025, respectively.

As of September 30, 2026, unrecognized compensation expense related to unvested RSU awards was $9.6 million, which is expected to be recognized over a weighted-average remaining service period of 1.3 years.

Performance Stock Units

In March 2025, the Company granted PSUs under the Plan to certain employees. The PSUs are subject to a performance period from the grant date to December 31, 2027.

In March 2026, the Company granted additional PSUs under the Plan to certain employees. The PSUs are subject to a performance period from January 1, 2026 to December 31, 2028.

For all PSUs, vesting is based on the Company’s Total Shareholder Return (“TSR”) relative to a defined peer group and the Company’s absolute TSR over the applicable performance period. The number of PSUs that may vest ranges from 0% to 300% of the target award, depending on performance outcomes.

The grant-date fair value of the PSUs was estimated using a Monte Carlo simulation model, which reflects the probability of achieving various market-based outcomes and incorporates key assumptions such as expected volatility, risk-free interest rate, expected dividend yield and correlation with the peer group.

20262025
Expected volatility45.00%40.00%
Risk-free rate3.50%4.04%
Expected dividend yield—%—%
Correlation with peer group range35.00% - 65.00%45.00% - 68.00%

The fair value was determined on the grant date and will not be remeasured. Compensation expense for the PSUs is recognized on a straight-line basis over the requisite service period, which begins on the grant date and ends on the certification date. Expense is recognized regardless of whether the market conditions are ultimately achieved, provided the service condition is satisfied. The Company accounts for forfeitures as they occur. The PSUs are entitled to Dividend Equivalent Rights (as defined in the Plan) on unvested PSUs, which are payable only if the underlying PSUs vest. The following table summarizes the PSU activity for the nine months ended September 30, 2026:

PSUsWeighted-average fair value
Unvested as of beginning of period426,582$22.20
Granted460,18130.78
Vested——
Canceled/Forfeited(167,740)28.29
Unvested as of end of period719,023$26.27

The Company recognized compensation expense for PSUs of $2.0 million and $5.0 million for the three and nine months ended September 30, 2026, respectively, and $0.9 million and $1.9 million for the three and nine months ended September 30, 2025, respectively.

As of September 30, 2026, unrecognized compensation expense related to unvested PSU awards was $12.7 million, which is expected to be recognized over a weighted-average remaining service period of 2 years.

Note 14 –Earnings Per Share

Basic earnings per share is calculated by dividing income available to holders of Class A common stock by the weighted-average number of shares of Class A common stock outstanding during the period. Diluted net (loss) earnings per share gives effect, when applicable, to unvested RSUs and PSUs granted under the Plan and the exchange of INR Units (and the cancellation of an equal number of shares of Class B common stock) held by the Legacy Owners into shares of Class A common stock. The Series A Preferred Stock is not included in diluted earnings per share because conversion is not considered probable, and the effect would be anti‑dilutive for the periods presented.

The following table summarizes the calculation of weighted-average shares of Class A common stock outstanding used in the computation of diluted earnings (loss) per share:

For the Three Months EndedFor the Nine Months Ended
September 30, 2026September 30, 2025September 30, 2026September 30, 2025
(in thousands, except share and per share amounts)
Net income (loss) attributable to Infinity Natural Resources, Inc.$(122)$10,404$29,765$(6,840)
Less
Series A Preferred Stock dividends deducted in determining income available to holders of Class A common stock(7,056)—(16,915)—
Net income attributable to Infinity Natural Resources, Inc. - Basic and Diluted$(7,178)$10,404$12,850$(6,840)
Weighted-average number of shares of Class A common stock outstanding:
Basic19,435,46615,433,44318,609,82515,303,532
Effect of dilutive securities:
RSUs—462,50133,222—
Series A Preferred Stock———
Diluted19,435,46615,895,94418,643,04715,303,532
Net income (loss) available to holders of Class A common stock per share
Basic$(0.37)$0.67$0.69$(0.45)
Diluted$(0.37)$0.65$0.69$(0.45)

The calculation of net loss per share for the three months ended September 30, 2026 excludes (i) the assumed exchange of INR Units for Class A common stock and the cancellation of an equal number of shares of Class B common stock, (ii)744,903 unvested RSUs and 719,023 PSUs and (iii) the assumed conversion of the Series A Preferred Stock, because their inclusion in the calculation would be anti-dilutive. The calculation of earnings per share for the nine months ended September 30, 2026 includes the dilutive effect of certain unvested RSUs calculated using the treasury stock method and excludes (i) the assumed exchange of INR Units for Class A common stock and the cancellation of an equal number of shares of Class B common stock, and (ii)711,681 unvested RSUs and 719,023 unvested PSUs, because their inclusion would be anti-dilutive.

The calculation of earnings per share for the three months ended September 30, 2025 includes the dilutive effect of RSUs calculated using the treasury stock method and excludes (i) the assumed exchange of INR Units for Class A common stock and the cancellation of an equal number of shares of Class B common stock, and (ii)455,601 unvested PSUs because their inclusion in the calculation would be anti-dilutive. The calculation of net loss per share for the nine months ended

September 30, 2025 excludes (i) the assumed exchange of INR Units for Class A common stock and the cancellation of an equal number of shares of Class B common stock, and (ii)462,501 unvested RSUs and 455,601 unvested PSUs, because their inclusion in the calculation would be anti-dilutive.

Note 15 –Supplemental Cash Flow Information

The following table provides additional information concerning non-cash activities and cash paid for interest, for the nine months ended September 30, 2026 and 2025:

For the Nine Months Ended September 30,
20262025
(in thousands)
Supplemental disclosure of non-cash transactions:
Right-of-use assets and lease liabilities recognized$1,592$6
Asset retirement obligation additions and revisions161333
Acquisition of oil and gas property in connection with the Chase Acquisition39,189—
RSUs capitalized1,994—
Additions to oil and gas properties in accounts payable and accrued liabilities52,23833,058
Additions to other property and equipment included in accounts payable6,8823,148
Series A Preferred Stock dividends accreted to carrying value2,800—
Addition to liabilities under Tax Receivable Agreement and deferred tax effects9,0131,552
Issuance costs in accrued liabilities1,579—
Supplemental disclosure of cash flow information:
Interest paid5,9115,193
Capitalized interest310—

Note 16 –Commitments and Contingencies

Drilling Rig Service Commitments. As of September 30, 2026, the Company had a minimum payment of $6.2 million related to our drilling rig services contracts.

Firm Transportation Commitment. In February 2026, the Company entered into a firm transportation agreement for an average daily commitment of 300,000 dth/d through January 2030, and thereafter 100,000 dth/d through January 2035. The agreement requires the Company to pay fixed transportation charges regardless of utilization and supports the delivery and marketing of the Company’s natural gas production.

Litigation. From time to time, the Company is party to various legal and/or regulatory proceedings arising in the ordinary course of business. While the ultimate outcome and impact to the Company cannot be predicted with certainty, management does not currently believe that the resolution of these matters, individually or in the aggregate, will have a material adverse effect on the Company’s financial position, results of operations or cash flows.

When it is determined that a loss is probable of occurring and is reasonably estimable, we accrue an undiscounted liability for such contingencies based on our best estimate using information available at the time. The Company discloses contingencies where an adverse outcome may be material, or in the judgment of management, the matter should otherwise be disclosed.

Note 17 –Segment Information

The Company hasone reportable segment, which is engaged in the acquisition, exploration, development and production of crude oil and natural gas, as well as related midstream and other operating activities. All of our oil and natural gas sales come from customers in the United States. The segment’s revenues are primarily derived from our interests in the sales of crude oil and natural gas production. The Company’s chief operating decision maker (“CODM”) is our chief executive officer, who manages the Company’s business activities as a single operating and reporting segment.

The accounting policies of theone reportable segment are the same as those described in the summary of significant accounting policies. The CODM uses net income, as reported in our statement of operations, to measure segment profit or loss, assess performance and make strategic capital allocation decisions. The measure of segment assets is reported on our balance sheet as total assets. The significant expense categories regularly provided to the CODM are the expenses as noted on the face of the statements of operations. See our unaudited condensed consolidated statements of operations.

Note 18 –Subsequent Events

The Company has evaluated subsequent events through the date these financial statements were issued. Management has determined that there are no subsequent events that require recognition or disclosure in the financial statements.

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