INFINITY NATURAL RESOURCES, INC.
For the period ended Sep 30, 2026. Filed Nov 9, 2026.
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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
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Item 5. Other Information
Disclosure in lieu of reporting on a Current Report on Form 8-K
None.
Rule 10b5-1 Trading Arrangements
From time to time, our officers (as defined in Rule 16a–1(f) of the Exchange Act) and directors may enter into Rule 10b5-1 or non-Rule 10b5-1 trading arrangements (as each such term is defined in Item 408 of Regulation S-K). During the quarter ended September 30, 2026, none of our officers or directors adopted orterminated any such trading arrangements.
Stockholder Proposals; Change in Annual Meeting Date
On November 5, 2026, our board of directors established May 5, 2027 as the date of the Company’s 2027 annual meeting of stockholders (“2027 Annual Meeting”). Because the date of the 2027 Annual Meeting is more than 30 calendar days before the first anniversary of our 2026 annual meeting of stockholders (“2026 Annual Meeting”), which was held on June 9, 2026, we are informing stockholders of the following updated deadlines in accordance with Rule 14a-5(f) under the Exchange Act. In addition to satisfying the requirements of the advance notice provisions of our amended and restated bylaws (“bylaws”) and the applicable proxy rules under the Exchange Act, all proposals must comply with Delaware law. The deadlines below supersede those previously disclosed in our proxy statement for the 2026 Annual Meeting.
If you wish to submit a stockholder proposal pursuant to Rule 14a-8 under the Exchange Act for inclusion in our proxy statement and proxy card for our 2027 Annual Meeting, you must submit the proposal to our General Counsel and Secretary at our principal executive office no later than December 25, 2026, which we have determined to be a reasonable time before we begin to print and send our proxy materials for the 2027 Annual Meeting. All such proposals must also comply with the advance notice and other provisions set forth in Rule 14a-8 under the Exchange Act.
In addition, if you desire to bring business or nominate an individual for election or re-election as a director outside of Rule 14a-8 under the Exchange Act before our 2027 Annual Meeting, you must comply with our bylaws, which, because the date of the 2027 Annual Meeting has been advanced by more than 30 days from the anniversary of the 2026 Annual Meeting, currently require that you provide written notice of such business to our General Counsel and Secretary no earlier than the opening of business on January 5, 2027, and no later than the close of business on February 4, 2027, and otherwise comply with the advance notice and other provisions set forth in our bylaws, which currently includes, among other things, the submission of specified information. For additional requirements, stockholders should refer to Article II, Section 2.03 of our bylaws, which are incorporated by reference as Exhibit 3.2 to this Quarterly Report.
In addition to satisfying the foregoing requirements under our bylaws, to comply with the universal proxy rules, stockholders who intend to solicit proxies in support of director nominees other than the Company’s nominees must provide notice to our General Counsel and Secretary that sets forth the information required by Rule 14a-19 under the Exchange Act no later than March 6, 2027.
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