inr-20250630

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

_________________________

FORM 10-Q

_________________________

(Mark One)


x			QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended June 30, 2025


o			TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from to

Commission file number 001-42499

_________________________

INFINITY NATURAL RESOURCES, INC.

(Exact name of registrant as specified in its charter)

_________________________


Delaware			99-3407012
(State or other jurisdiction of incorporation or organization)			(I.R.S. Employer Identification No.)

2605 Cranberry Square, Morgantown, West Virginia			26508
(Address of Principal Executive Offices)			(Zip Code)

(304) 212-2350

(Registrant’s telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Act:


Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Class A common stock, par value $0.01 per share	INR	The New York Stock Exchange

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

Yes x No o

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Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).

Yes x No o

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer

Accelerated filer

Non-accelerated filer

Smaller reporting company

Emerging growth company

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act).

Yes o No x

The number of shares of the Registrant’s Class A common stock and Class B common stock outstanding as of August 8, 2025 was 15,237,500 and 45,638,889, respectively.

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			Page

Cautionary Statement Regarding Forward-Looking Statements			ii
Glossary of Oil and Natural Gas Terms			iv
Part I - Financial Information			1
Item 1. Financial Statements			1
Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations			23
Item 3. Quantitative and Qualitative Disclosures About Market Risk			34
Item 4. Controls and Procedures			35

Part II - Other Information			36
Item 1. Legal Proceedings			36
Item 1A. Risk Factors			36
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds			36
Item 3. Defaults Upon Senior Securities			36
Item 4. Mine Safety Disclosures			36
Item 5. Other Information			36
Item 6. Exhibits			37
Signatures			38

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CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS

Some of the information in this Quarterly Report on Form 10-Q (this “Quarterly Report”) may contain “forward-looking statements.” All statements, other than statements of historical fact included in this Quarterly Report regarding our strategy, future operations, financial position, estimated revenues and losses, projected costs, prospects, plans and objectives of management are forward-looking statements. When used in this Quarterly Report, words such as “may,” “assume,” “forecast,” “could,” “should,” “will,” “plan,” “believe,” “anticipate,” “intend,” “estimate,” “expect,” “project,” “budget” and similar expressions are used to identify forward-looking statements, although not all forward-looking statements contain such identifying words. These forward-looking statements are based on management’s current belief, based on currently available information, as to the outcome and timing of future events at the time such statement was made. When considering forward-looking statements, you should keep in mind the risk factors and other cautionary statements in our Annual Report on Form 10-K for the year ended December 31, 2024 (the “2024 Form 10-K”) and in this Quarterly Report. Factors that could cause our actual results to differ materially from the results contemplated by such forward-looking statements include:

•oil, natural gas and NGL prices;

•our business strategy;

•the timing and amount of our future production of oil, natural gas and NGLs;

•our estimated proved reserves;

•our ability to achieve or maintain certain financial and operational metrics;

•our drilling prospects, inventories, projects and programs;

•actions taken by the OPEC and other allied countries (collectively known as “OPEC+”) as it pertains to the global supply and demand of, and prices for, oil, natural gas and NGLs;

•armed conflict, political instability or civil unrest in oil and gas producing regions, including instability in the Middle East and the conflict between Russia and Ukraine, and the related potential effects on laws and regulations, or the imposition of economic or trade sanctions;

•our ability to replace the reserves we produce through drilling and property acquisitions;

•the occurrence or threat of epidemic or pandemic diseases, or any government response to such occurrence or threat;

•our financial strategy, leverage, liquidity and capital required for our development program;

•our pending legal matters;

•our ability to comply with environmental, health and safety laws, regulations and obligations;

•our price differentials;

•our ability to reduce or offset our GHG emissions, including our ability to achieve carbon neutrality;

•our hedging strategy and results;

•our competition and government regulations;

•our ability to obtain permits and governmental approvals;

•our marketing of oil, natural gas and NGLs;

•our leasehold or business acquisitions;

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•our costs of developing our properties;

•general global political and economic conditions;

•credit markets;

•uncertainty regarding our future operating results; and

•our plans, objectives, expectations and intentions contained in this Quarterly Report.

We caution you that these forward-looking statements are subject to all of the risks and uncertainties incident to the development, production, gathering and sale of oil, natural gas and NGLs, most of which are difficult to predict and many of which are beyond our control. These risks include, but are not limited to, commodity price volatility; inflation; lack of availability and cost of drilling, completion and production equipment and services; supply chain disruption; project construction delays; environmental risks; drilling, completion and other operating risks; lack of availability or capacity of midstream gathering and transportation infrastructure; regulatory changes; the uncertainty inherent in estimating reserves and in projecting future rates of production, cash flow and access to capital; the timing of development expenditures, impacts of geopolitical and world health events, including trade wars; cybersecurity risks; and the other risks described under “Item 1A. Risk Factors” in this Quarterly Report and in our 2024 Form 10-K.

Reserve engineering is a process of estimating underground accumulations of hydrocarbons that cannot be measured in an exact way. The accuracy of any reserve estimates depends on the quality of available data, the interpretation of such data and price and cost assumptions made by reserve engineers. In addition, the results of drilling, testing and production activities may justify revisions of estimates that were made previously. If significant, such revisions would change the schedule of any future production and development program. Accordingly, reserve estimates may differ significantly from the quantities of oil and natural gas that are ultimately recovered.

Should one or more of the risks or uncertainties described in this Quarterly Report or our 2024 Form 10-K occur, or should underlying assumptions prove incorrect, our actual results and plans could differ materially from those expressed in any forward-looking statements.

All forward-looking statements, expressed or implied, included in this Quarterly Report are expressly qualified in their entirety by this cautionary statement. This cautionary statement should also be considered in connection with any subsequent written or oral forward-looking statements that we or persons acting on our behalf may issue.

Except as otherwise required by applicable law, we disclaim any duty to update any forward-looking statements, all of which are expressly qualified by the statements in this section, to reflect events or circumstances after the date of this Quarterly Report.

iii

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GLOSSARY OF OIL AND NATURAL GAS TERMS

The following are abbreviations and definitions of certain terms used in this document, which are commonly used in the oil and natural gas industry:

•“basis” means when referring to commodity pricing, the difference between the NYMEX WTI, for oil prices, and NYMEX Henry Hub, for gas prices, and the corresponding sales price at various regional sales points. The differential commonly is related to factors such as product quality, location, transportation capacity availability and contract pricing;

•“Bbl” means one stock tank barrel or 42 U.S. gallons liquid volume;

•“Boe” means one barrel of oil equivalent, calculated by converting natural gas to oil equivalent barrels at a ratio of six Mcf of natural gas to one Bbl of oil equivalent. This is an energy content correlation and does not reflect a value or price relationship between the commodities;

•“Boe/d” means one Boe per day;

•“British thermal unit” or “Btu” means a measure of the amount of energy required to raise the temperature of one pound of water by one-degree Fahrenheit;

•“collar” means a financial arrangement that effectively establishes a price range for the underlying commodity. The producer bears the risk and benefit of fluctuation between the minimum (floor) price and the maximum (ceiling) price;

•“drilled and uncompleted well” or “DUC” means a wellbore in which horizontal drilling has been completed but has yet to be stimulated through hydraulic fracturing;

•“drilling locations” means total gross locations that may be able to be drilled on our existing acreage. A portion of our drilling locations constitute estimated locations based on our acreage and spacing assumptions, as described in “Item 1. Business” of the 2024 Form 10-K;

•“gas” means natural gas;

•“hedging” means the use of derivative commodity and interest rate instruments to reduce financial exposure to commodity price and interest rate volatility;

•“Henry Hub” means the distribution hub on the natural gas pipeline system in Erath, Louisiana, owned by Sabine Pipe Line LLC;

•“horizontal drilling” means drilling that ultimately is horizontal or near horizontal to increase the length of the wellbore penetrating the target formation;

•“horizontal wells” means wells that are drilled horizontal or near horizontal to increase the length of the wellbore penetrating the target formation;

•“LNG” means liquified natural gas;

•“MBoe” means one thousand barrels of oil equivalent;

•“MBoe/d” means one thousand barrels of oil equivalent per day;

•“Mcf” means one thousand standard cubic feet of natural gas;

•“MMBtu” means one million British thermal units;

•“MMBtu/d” means one MMBtu per day;

•“MMcf” means one million standard cubic feet of natural gas;

•“natural gas liquids” or “NGLs” means hydrocarbons, in the same family of molecules as natural gas and crude oil, composed exclusively of carbon and hydrogen. Ethane, propane, butane, isobutane, and pentane are all NGLs;

•“net acres” means the percentage of total acres an owner owns or has leased out of a particular number of acres, or a specified tract. An owner who has 50% interest in 100 acres owns 50 net acres;

•“NYMEX” means the New York Mercantile Exchange;

•“option” means a contract that gives the buyer the right, but not the obligation, to buy or sell a specified quantity of a commodity or other instrument at a specific price within a specified period of time;

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•“proved developed nonproducing reserves” or “PDNP” means reserves that can be expected to be recovered through existing wells with existing equipment and operating methods but are not yet producing;

•“proved developed producing reserves” or “PDP” means reserves that can be expected to be recovered through existing wells with existing equipment and operating methods, according to the Securities and Exchange Commission or Society of Petroleum Engineers definitions of proved reserves;

•“proved reserves” means the summation of reserves within the PDP, PDNP and PUD reservoir categories;

•“proved undeveloped reserves” or “PUDs” means proved reserves that are expected to be recovered from undrilled well locations on existing acreage or from existing wells where a relatively major expenditure is required for recompletion within the five-year development window, according to the Securities and Exchange Commission or Society of Petroleum Engineers definition of PUD;

•“reservoir” means a porous and permeable underground formation containing a natural accumulation of producible oil and/or natural gas that is confined by impermeable rock and is separate from other reservoirs;

•“undeveloped acreage” means acreage under lease on which wells have not been drilled or completed;

•“well pad” or “pad” means an area of land that has been cleared and leveled to enable a drilling rig to operate in the exploration and development of a natural gas or oil well;

•“wellbore” or “well” means a drilled hole that is equipped for the production of hydrocarbons;

•“working interest” means the right granted to the lessee of a property to explore for and to produce and own oil, natural gas or other minerals. The working interest owners bear the exploration, development, and operating costs on either a cash, penalty, or carried basis; and

•“WTI” means West Texas Intermediate.

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Part I - Financial Information

Item 1. Financial Statements

INFINITY NATURAL RESOURCES, INC. AND SUBSIDIARIES

Condensed Consolidated Balance Sheets (Unaudited)

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


	June 30, 2025		December 31, 2024
Assets
Current assets:
Cash and cash equivalents	$	6,282	$	2,203
Accounts receivable:
Oil and natural gas sales, net	25,906		39,314
Joint interest and other, net	8,441		32,229
Prepaid expenses and other current assets	1,348		11,822
Commodity derivative assets, short term	8,340		—
Total current assets	$	50,317	$	85,568
Oil and natural gas properties, full cost method (including $91.8 million and $86.5 million as of June 30, 2025 and December 31, 2024, respectively excluded from amortization)	1,114,676		933,228
Midstream and other property and equipment	46,779		40,053
Less: Accumulated depreciation, depletion, and amortization	(197,997)		(153,233)
Property and equipment, net	$	963,458	$	820,048
Operating lease right-of-use assets, net	1,232		1,389
Deferred tax asset, net	604		—
Other assets	7,684		8,461
Commodity derivative assets, long-term	307		—
Total assets	$	1,023,602	$	915,466
Total Liabilities, Redeemable Interest and Stockholders’ Equity / Members’ Equity
Current liabilities:
Accounts payable	$	57,645	$	51,370
Royalties payable	23,625		23,129
Accrued liabilities	31,213		45,903
Current portion of long-term debt	63		101
Operating lease liabilities	173		247
Commodity derivative liabilities, short-term	7,147		12,596
Total current liabilities	$	119,866	$	133,346
Long-term Debt	34,378		259,406
Operating lease liabilities, net of current portion	1,059		1,142
Asset retirement obligations	3,250		2,988
Commodity derivative liabilities, long-term	8,726		10,342
Deferred tax liability, net	35		—
Total liabilities	$	167,314	$	407,224

Redeemable non-controlling interest	846,145		—
Stockholders’ equity / members’ equity
Members’ equity	—		508,242
Class A common stock—$0.01 par value; 400,000,000 shares authorized, 15,237,500 and 0 shares issued and outstanding as of June 30, 2025 and December 31, 2024, respectively	152		—
Class B common stock—$0.01 par value; 150,000,000 shares authorized, 45,638,889 and 0 shares issued and outstanding as of June 30, 2025 and December 31, 2024, respectively	456		—
Additional paid-in capital	44,392		—
Accumulated deficit	(34,857)		—
Total stockholders’ equity / members’ equity	10,143		508,242
Total liabilities, redeemable interest and stockholders’ equity / members’ equity	$	1,023,602	$	915,466

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

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INFINITY NATURAL RESOURCES, INC. AND SUBSIDIARIES

Condensed Consolidated Statements of Operations (Unaudited)

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


	Three Months Ended June 30,				Six Months Ended June 30,
	2025		2024		2025		2024
Revenues:
Oil, natural gas, and natural gas liquids sales	$	72,471	$	70,067	$	156,655	$	119,906
Midstream activities	2,005		375		2,986		761
Total revenues	$	74,476	$	70,442	$	159,641	$	120,667
Operating expenses:
Gathering, processing, and transportation	14,515		12,072		26,585		22,528
Lease operating	6,294		6,602		13,728		13,890
Production and ad valorem taxes	3,071		522		3,703		881
Depreciation, depletion, and amortization	23,652		19,722		44,910		35,277
General and administrative (1)	5,265		3,450		137,015		5,578
Total operating expenses	$	52,797	$	42,368	$	225,941	$	78,154
Operating income (loss)	21,679		28,074		(66,300)		42,513
Other income (expense):
Interest, net	(1,360)		(4,398)		(4,427)		(8,971)
Gain (loss) on derivative instruments	52,121		403		14,903		(23,052)
Other expense	(1,075)		(9)		(1,138)		(476)
Net income (loss) before income tax expense (benefit)	71,365		24,070		(56,962)		10,014
Income tax expense (benefit)	(588)		—		(553)		—
Net income (loss)	$	71,954	$	24,070	$	(56,409)	$	10,014
Net income attributable to Infinity Natural Resources, LLC prior to the reorganization	—		—		9,914		—
Net income (loss) attributable to redeemable non-controlling interests	53,966		—		(49,742)		—
Net income (loss) attributable to Infinity Natural Resources, Inc.	$	17,988	$	—	$	(16,581)	$	—

Net income (loss) attributable to Infinity Natural Resources, Inc. per share of Class A common stock—basic and diluted	$	1.18	$	—	$	(1.09)	$	—
Weighted-average shares of Class A common stock outstanding—basic and diluted	15,237,500		—		15,237,500		—

(1) General and administrative expense includes a one-time share-based compensation expense of $126.1 million for the six months ended June 30, 2025, incurred in connection with the IPO.

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

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INFINITY NATURAL RESOURCES, INC. AND SUBSIDIARIES

Condensed Consolidated Statements of Redeemable Non-controlling Interest and Stockholders’ (Deficit) Equity / Members’ Equity (Unaudited)

(amounts in thousands, except share amounts)


	INR Holdings Members' Equity		Class A			Class B			Additional Paid in Capital		Accumulated Deficit		Total	Redeemable Non-controlling Interest
Six Months Ended June 30, 2025			Shares	Amount		Shares	Amount

Balance as of December 31, 2024	$	508,242	—	$	—	—	$	—	$	—	$	—	—	—
Net income prior to reorganization transactions	9,914		—	—		—	—		—		—		—	—
Effect of the reorganization transactions	(518,156)		—	—		45,638,889	456		—		—		456	517,700
Issuance of common stock in connection with initial public offering, net of underwriting discounts, commissions and other offering costs	—		15,237,500	152		—	—		198,204		—		198,356	76,911
Redeemable non-controlling interest	—		—	—		—	—		—		—		—	—
Share-based compensation expense subsequent to reorganization transactions	—		—	—		—	—		126,895		—		126,895	—
Net loss subsequent to reorganization transactions	—		—	—		—	—		—		(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	152		45,638,889	456		—		(52,845)		(52,237)	834,279
Share-based compensation expense	—		—	—		—	—		2,293		—		2,293	—
Net income	—		—	—		—	—		—		17,988		17,988	53,965
Adjustment of redeemable non-controlling interest to redemption value Q2	—		—	—		—	—		42,099		—		42,099	(42,099)
Balance as of June 30, 2025	$	—	15,238	$	152	45,639	$	456	$	44,392	$	(34,857)

SEC Form 10-Q filed by Infinity Natural Resources Inc.