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INFINITY NATURAL RESOURCES, INC.

INFINITY NATURAL RESOURCES, INC.INREarnings & Financial Report

NYSE · Energy · Crude Petroleum & Natural Gas

What changed in INFINITY NATURAL RESOURCES, INC.'s 10-K — 2024 vs 2025

Top changes in INFINITY NATURAL RESOURCES, INC.'s 2025 10-K

562 paragraphs added · 539 removed · 413 edited across 8 sections

Item 1. Business

Business — how the company describes what it does

124 edited+36 added−20 removed124 unchanged
In addition, the pipelines in the gathering systems on which we rely may be subject to safety regulation by the U.S. Department of Transportation through its Pipeline and Hazardous Materials Safety Administration (“PHMSA”). PHMSA has established a risk-based approach to determine which gathering pipelines are subject to regulation and what safety standards regulated gathering pipelines must meet.
In addition, the pipelines in the gathering systems on which we rely may be subject to safety regulation by the U.S. Department of Transportation through its Pipeline and Hazardous Materials Safety Administration (“PHMSA”). PHMSA has established a risk-based approach to determine which gathering pipelines are subject to regulation and what safety standards regulated gathering pipelines must meet.
A critical habitat or suitable habitat designation could result in further material restrictions to land use and may materially delay or prohibit land access for natural gas development. The Trump administration issued rules that narrowed the definition of “habitat” and altered a policy in a way that made it easier to exclude territory from critical habitat.
A critical habitat or suitable habitat designation could result in further material restrictions to land use and may materially delay or prohibit land access for natural gas development. The Trump Administration issued rules that narrowed the definition of “habitat” and altered a policy in a way that made it easier to exclude territory from critical habitat.
Safe Drinking Water Act The SDWA grants the EPA broad authority to take action to protect public health when an underground source of drinking water is threatened with pollution that presents an imminent and substantial endangerment to humans. The SDWA also regulates saltwater disposal wells under the Underground Injection Control Program.
Safe Drinking Water Act (“SDWA”) grants the EPA broad authority to take action to protect public health when an underground source of drinking water is threatened with pollution that presents an imminent and substantial endangerment to humans. The SDWA also regulates saltwater disposal wells under the Underground Injection Control Program.
Infinity is the managing member of INR Holdings and controls and is responsible for all operational, management and administrative decisions relating to INR Holdings’ business and consolidates the financial results of INR Holdings and reports non-controlling interests in its consolidated financial statements related to the INR Units that the Legacy Owners own in INR Holdings.
Infinity is the managing member of INR Holdings and controls and is responsible for all operational, management and administrative decisions relating to INR Holdings’ business and consolidates the financial results of INR Holdings and reports non-controlling interests in its consolidated financial statements related to the INR Units that the Legacy Owners own in INR Holdings.
Wright and Mr. Null are qualified reserves evaluators as set forth in the “ Standards Pertaining to the Estimating and Auditing of Oil and Gas Reserves Information ” promulgated by the SPE. This qualification is based on years of practical experience in the estimation and evaluation of petroleum reserves.
Wright and Mr. Null are qualified reserves evaluators as set forth in the “ Standards Pertaining to the Estimating and Auditing of Oil and Gas Reserves Information ” promulgated by the SPE. This qualification is based on years of practical experience in the estimation and evaluation of petroleum reserves.
We also generate, handle, transport, store and dispose of solid and hazardous wastes that may be subject to the requirements of the Resource Conservation and Recovery Act, as amended (“RCRA”), and analogous state laws. RCRA regulates the generation, handling, storage, treatment, transport and disposal of nonhazardous and hazardous solid wastes.
We also generate, handle, transport, store and dispose of solid and hazardous wastes that may be subject to the requirements of the Resource Conservation and Recovery Act, as amended (“RCRA”), and analogous state laws. RCRA regulates the generation, handling, storage, treatment, transport and disposal of nonhazardous and hazardous solid wastes.
For example, in October 2015, the EPA lowered the National Ambient Air Quality Standard (“NAAQS”) for ozone from 75 to 70 parts per billion. In December 2020, the EPA announced its intention to leave the ozone NAAQS unchanged at 70 parts per billion.
For example, in October 2015, the EPA lowered the National Ambient Air Quality Standard (“NAAQS”) for ozone from 75 to 70 parts per billion. In December 2020, the EPA announced its intention to leave the ozone NAAQS unchanged at 70 parts per billion.
National Environmental Policy Act Oil and natural gas exploration and production activities on federal lands are subject to the National Environmental Policy Act (“NEPA”). NEPA requires federal agencies to evaluate major federal actions having the potential to significantly impact the environment.
National Environmental Policy Act Oil and natural gas exploration and production activities on federal lands are subject to the National Environmental Policy Act (“NEPA”). NEPA requires federal agencies to evaluate major federal actions having the potential to significantly impact the environment.
These laws and regulations may, among other things, require the acquisition of permits to conduct exploration, drilling and production operations; restrict the types, quantities and concentrations of various substances that can be released into the environment in connection with drilling, production and transporting through pipelines; govern the sourcing and disposal of water used in the drilling and completion process; limit or prohibit construction or drilling activities in sensitive areas such as wilderness, wetlands, frontier or other protected areas; require investigatory or remedial actions to prevent or mitigate pollution conditions caused by our operations; impose obligations to reclaim and abandon well sites and pits; establish specific safety and health criteria addressing worker protection; and impose substantial liabilities for pollution resulting from operations or failure to comply with regulatory filings.
These laws and regulations may, among other things, require the acquisition of permits to conduct exploration, drilling and production operations; restrict the types, quantities and concentrations of various substances that can be released into the environment in connection with drilling, production and transporting through pipelines; govern the sourcing and disposal of water used in the drilling and completion process; limit or prohibit construction or drilling activities in sensitive areas such as wilderness, wetlands, frontier or other protected areas; require investigatory or remedial actions to prevent or mitigate 12 Tabl e of Contents pollution conditions caused by our operations; impose obligations to reclaim and abandon well sites and pits; establish specific safety and health criteria addressing worker protection; and impose substantial liabilities for pollution resulting from operations or failure to comply with regulatory filings.
The federal EPAct of 2005 amended the Underground Injection Control provisions of the SDWA to expressly exclude certain hydraulic fracturing from the definition of “underground injection,” but disposal of hydraulic fracturing fluids and produced water or their injection for enhanced oil recovery is not excluded. In 2014, the EPA issued permitting guidance governing hydraulic fracturing with diesel fuels.
The federal EPAct of 2005 amended the Underground Injection Control provisions of the SDWA to expressly exclude certain hydraulic fracturing from the definition of “underground injection,” but disposal of hydraulic fracturing fluids and produced water or their injection for enhanced oil recovery is not excluded. In 2014, the EPA issued permitting guidance governing hydraulic fracturing with diesel fuels.
(3) Calculated by converting natural gas to oil equivalent barrels at a ratio of six Mcf of natural gas to one Boe. (4) All proved reserves as of December 31, 2024 were part of a development plan adopted by management indicating that such locations were scheduled to be drilled within five years of initial classification.
(3) Calculated by converting natural gas to oil equivalent barrels at a ratio of six Mcf of natural gas to one Boe. (4) All proved reserves as of December 31, 2025 were part of a development plan adopted by management indicating that such locations were scheduled to be drilled within five years of initial classification.
It is the responsibility of the reporting entity to determine which individual transactions should be reported based on the guidance provided by FERC. Market participants must also indicate whether they report prices to any index publishers, and if so, whether their reporting complies with FERC’s policy statement on price reporting.
It is the responsibility of the reporting entity to determine which individual transactions should be reported based on the guidance provided by FERC. Market participants must also indicate whether they report prices to any index publishers, and if so, whether their reporting complies with FERC’s policy statement on price reporting.
As of February 2025, we have one outstanding permit to drill a deep dry gas Utica Shale well in Armstrong County, Pennsylvania. Our contiguous HBP acreage and company-owned midstream infrastructure allow us to maximize the economics of the stacked Marcellus and Utica plays.
As of February 2026, we have one outstanding permit to drill a deep dry gas Utica Shale well in Armstrong County, Pennsylvania. Our contiguous HBP acreage and company-owned midstream infrastructure allow us to maximize the economics of the stacked Marcellus and Utica plays.
The process for obtaining permits also has the potential to delay our operations. For example, in January 2021, the Corps released the final version of a rule renewing twelve of its Nationwide Permits (“NWPs”), including NWP 12, the general permit issued by the Corps for pipelines and utility projects.
The process for obtaining permits also has the potential to delay our operations. For example, in January 2021, the Corps released the final version of a rule renewing twelve of its Nationwide Permits (“NWPs”), including NWP 12, the general permit issued by the Corps for pipelines and utility projects.
Typically, liquids pipelines’ interstate transportation rates are set using a generally applicable annual indexing methodology; however, a pipeline may also use a cost-of-service approach, set rates via settlement with shippers or utilize market-based rates in certain circumstances.
Typically, liquids pipelines’ interstate transportation rates are set using a generally applicable annual indexing methodology; however, a pipeline may also use a cost-of-service approach, set rates via settlement with shippers or utilize market-based rates in certain circumstances.
He holds a Master of Science degree in Mechanical Engineering from Tennessee Technological University. He is a registered Professional Engineer in the state of Texas (TBPE #43291), granted in 1978, a member of the Society of Petroleum Engineers (“SPE”) and a member of the Order of the Engineer. Mr.
He holds a Master of Science degree in Mechanical Engineering from Tennessee Technological University. He is a registered Professional Engineer in the state of Texas (TBPE #43291), granted in 1978, a member of the Society of Petroleum Engineers (“SPE”) and a member of the Order of the Engineer. Mr.
While petroleum and crude oil fractions are generally not considered hazardous substances under CERCLA and its analogues because of the so-called “petroleum exclusion,” adulterated petroleum products containing other hazardous substances have been treated as hazardous substances in the past.
While petroleum and crude oil fractions are generally not considered hazardous substances under CERCLA and its analogues because of the so-called “petroleum exclusion,” adulterated petroleum products containing other hazardous substances have been treated as hazardous substances in the past.
To the extent a stay of recent rules or the implementation of a revised rule expands the scope of the CWA’s jurisdiction, we could face increased costs and delays with respect to obtaining permits, including for dredge and fill activities in wetland areas. Additionally, many states have similar requirements that apply to state waters where federal jurisdiction ends.
To the extent a stay of recent rules or the implementation of a revised rule expands the scope of the CWA’s jurisdiction, we could face increased costs and delays with respect to obtaining permits, including for dredge and fill activities in wetland areas. Additionally, many states have similar requirements that apply to state waters where federal jurisdiction ends.
PV-10 of proved reserves generally differs from the Standardized Measure, the most directly comparable GAAP financial measure, because it does not include the effects of future income taxes, as is required under GAAP in computing the Standardized Measure.
PV-10 of proved reserves generally differs from the Standardized Measure (as defined herein), the most directly comparable GAAP financial measure, because it does not include the effects of future income taxes, as is required under GAAP in computing the Standardized Measure.
Supreme Court held that, in certain cases, discharges from a point source to groundwater could fall within the scope of the CWA and require a permit. The Court rejected the EPA and the Corps’ assertion that groundwater should be totally excluded from the CWA.
Supreme Court held that, in certain cases, discharges from a point source to groundwater could fall within the scope of the CWA and require a permit. The Court rejected the EPA and the Corps’ assertion that groundwater should be totally excluded from the CWA.
In October 2021, the Biden Administration published two rules that reversed those changes, and in June and July 2022, the FWS issued final rules rescinding Trump-era regulations concerning the definition of “habitat” and critical habitat exclusions.
In October 2021, the Biden Administration published two rules that reversed those changes, and in June and July 2022, the FWS issued final rules rescinding former Trump-era regulations concerning the definition of “habitat” and critical habitat exclusions.
However, legislation has been proposed from time to time and various environmental groups have filed lawsuits that, if successful, could result in the reclassification of certain natural gas and oil exploration and production wastes as “hazardous wastes,” and potentially subject such wastes to much more stringent handling, disposal and clean-up requirements.
However, legislation has been proposed from time to time and various environmental groups have filed lawsuits that, if successful, could result in the reclassification of certain natural gas and oil exploration and production wastes as “hazardous wastes,” and potentially subject such wastes to much more stringent handling, disposal and clean-up requirements.
Worker health and safety We are subject to a number of federal and state laws and regulations, including the federal Occupational Safety and Health Act, as amended (“OSHA”), and comparable state statutes, the purpose of which is to protect the health and safety of workers.
Worker health and safety We are subject to a number of federal and state laws and regulations, including the federal Occupational Safety and Health Act, as amended (“OSHA”), and comparable state statutes, the purpose of which is to protect the health and safety of workers.
These regulations include 8 Table of Contents the establishment of maximum rates of production from natural gas and oil wells, rules as to the spacing, plugging and abandoning of such wells, restrictions on venting or flaring natural gas and requirements regarding the ratability of production, as well as rules governing the surface use and restoration of properties upon which wells are drilled.
These regulations include the establishment of maximum rates of production from natural gas and oil wells, rules as to the spacing, plugging and abandoning of such wells, restrictions on venting or flaring natural gas and requirements regarding the ratability of production, as well as rules governing the surface use and restoration of properties upon which wells are drilled.
The civil penalty provisions are applicable to entities that engage in the sale and transportation of natural gas for resale in interstate commerce. 9 Table of Contents On January 19, 2006, FERC issued Order No. 670, implementing the anti-market-manipulation provision of the EPAct of 2005, and subsequently denied rehearing.
The civil penalty provisions are applicable to entities that engage in the sale and transportation of natural gas for resale in interstate commerce. On January 19, 2006, FERC issued Order No. 670, implementing the anti-market-manipulation provision of the EPAct of 2005, and subsequently denied rehearing.
We have expanded our leasehold position through a series of subsequent acquisitions and have amassed approximately 31,000 net surface acres with exposure to both Marcellus and Utica Shales.
We have expanded our leasehold position through a series of subsequent acquisitions and have amassed approximately 34,000 net surface acres with exposure to both Marcellus and Utica Shales.
Our Properties Oil, Natural Gas and NGL Reserves The information with respect to our estimated reserves has been prepared in accordance with the rules and regulations of the SEC. Our estimated proved reserves as of December 31, 2024 and 2023 are based on valuations prepared by our independent reserve engineer, Wright & Company, Inc. (“Wright”).
Our Properties Oil, Natural Gas and NGL Reserves The information with respect to our estimated reserves has been prepared in accordance with the rules and regulations of the SEC. Our estimated proved reserves as of December 31, 2025 and 2024 are based on valuations prepared by our independent reserve engineer, Wright & Company, Inc. (“Wright”).
Further, in January 2024, the Biden Administration announced a temporary pause on pending decisions on exports of LNG to non-free trade agreement countries until the Department of Energy could update the underlying analyses for authorizations, including 14 Table of Contents an assessment of the impact of GHG emissions.
Further, in January 2024, the Biden Administration announced a temporary pause on pending decisions on exports of LNG to non-free trade agreement countries until the Department of Energy could update the underlying analyses for authorizations, including an assessment of the impact of GHG emissions.
The technical and economic data used in the estimation of our proved reserves include, but are not limited to, well logs, geologic maps, well-test data, production 4 Table of Contents data (including flow rates), well data (including lateral lengths), historical price and cost information and property ownership interests.
The technical and economic data used in the estimation of our proved reserves include, but are not limited to, well logs, geologic maps, well-test data, production data (including flow rates), well data (including lateral lengths), historical price and cost information and property ownership interests.
In March 2024, the EPA adopted new rules under the CAA that require the reduction of volatile organic compound (“VOC”) and methane emissions from certain fractured and refractured natural gas wells for which well completion operations are conducted and further require that most wells use reduced emission completions, also known as “green completions.” These regulations also establish specific new requirements regarding emissions from production-related wet seal and reciprocating compressors, and from pneumatic controllers and storage vessels.
In March 2024, the EPA adopted new rules under the CAA that require the reduction of volatile organic compound (“VOC”) and methane emissions from certain fractured and refractured natural gas wells for which well completion operations are conducted and further require that most wells use reduced emission completions, also known as “green completions.” These regulations also establish specific new requirements regarding emissions from production-related wet seal and reciprocating compressors, and from pneumatic controllers and storage vessels.
Major Customers We generally sell our oil, natural gas and NGL production to purchasers at prevailing market prices, which in certain cases are adjusted for contractual differentials, and the majority of our revenue contracts have terms greater than twelve months. We normally sell production to a relatively small number of customers, as is customary in our business.
Major Customers We generally sell our oil, natural gas and NGL production to purchasers at prevailing market prices, which in certain cases are adjusted for contractual differentials, and the majority of our revenue contracts have terms greater than twelve months. 8 Tabl e of Contents We normally sell production to a relatively small number of customers, as is customary in our business.
Supreme Court held that, in certain cases, discharges from a point source to groundwater could fall within the scope of the CWA and require a permit. Further, the U.S. Supreme Court’s decision issued in May 2023 in Sackett v.
In April 2020 the U.S. Supreme Court held that, in certain cases, discharges from a point source to groundwater could fall within the scope of the CWA and require a permit. Further, the U.S. Supreme Court’s decision issued in May 2023 in Sackett v.
Oil Pollution Act The Oil Pollution Act of 1990 (the “OPA”) establishes strict liability for owners and operators of facilities that are the source of a release of oil into WOTUS.
Oil Pollution Act The Oil Pollution Act of 1990 (the “OPA”) establishes strict liability for owners and operators of facilities that are the source of a release of oil into WOTUS.
The NEPA process involves public input through comments, which can alter the nature of a proposed project either by limiting the scope of the project or requiring resource-specific mitigation. NEPA decisions can be appealed through the court 15 Table of Contents system by process participants.
The NEPA process involves public input through comments, which can alter the nature of a proposed project either by limiting the scope of the project or requiring resource-specific mitigation. NEPA decisions can be appealed through the court system by process participants.
The reliable technologies that were utilized in estimating these reserves include log data, performance data, log cross sections, seismic data, core data, and statistical analysis. Internal Controls Our internal staff of petroleum engineers works closely with Wright to ensure the integrity, accuracy and timeliness of data furnished to Wright.
The reliable technologies that were utilized in estimating these reserves include log data, performance data, log cross sections, seismic data, core data, and statistical analysis. 5 Tabl e of Contents Internal Controls Our internal staff of petroleum engineers works closely with Wright to ensure the integrity, accuracy and timeliness of data furnished to Wright.
The transportation of natural gas in interstate commerce remains subject to extensive regulation primarily under the NGA and NGPA, pursuant to regulations and orders promulgated by FERC. The rates we pay for transportation of natural gas by pipeline, and related terms of service, may change as a result of regulatory proceedings.
The transportation of natural gas in interstate commerce remains subject to extensive regulation primarily under the Natural Gas Act of 1938 (“NGA”) and NGPA, pursuant to regulations and orders promulgated by FERC. The rates we pay for transportation of natural gas by pipeline, and related terms of service, may change as a result of regulatory proceedings.
Climate change More stringent laws and regulations relating to climate change and GHGs may be adopted and could cause us to incur material expenses to comply with such laws and regulations. These requirements could adversely affect our operations and restrict or delay our ability to obtain air permits for new or modified sources.
Climate change More stringent laws and regulations relating to climate change and greenhouse gases (“GHGs”) may be adopted and could cause us to incur material expenses to comply with such laws and regulations. These requirements could adversely affect our operations and restrict or delay our ability to obtain air permits for new or modified sources.
However, in October 2022, the Fifth Circuit ruled that FERC’s jurisdiction to regulate market manipulation and assess penalties is limited to interstate natural gas transactions only and does not reach intrastate natural gas transactions.
However, in October 2022, the Fifth Circuit ruled that FERC’s jurisdiction to regulate market manipulation and assess penalties is limited to interstate natural gas transactions only and does not reach intrastate natural gas transactions.
We believe that the natural gas pipelines in our own gathering systems meet the traditional tests FERC has used to establish a pipeline’s status as a gatherer not subject to regulation as a natural gas company.
We believe that the natural gas pipelines in our own gathering systems meet the traditional tests FERC has used to establish a pipeline’s status as a gatherer not subject to regulation as a natural gas company.
Any future loss of the RCRA exclusion for drilling fluids, produced waters and related wastes could result in an increase in our costs to manage and dispose of generated wastes, which could have a material adverse effect on our results of operations and financial position.
Any future loss of the RCRA exclusion for drilling fluids, 13 Tabl e of Contents produced waters and related wastes could result in an increase in our costs to manage and dispose of generated wastes, which could have a material adverse effect on our results of operations and financial position.
(3) Extensions primarily related to the addition of 27 PUD locations to be developed by 2029 (as that year entered the 5-year development window). These locations reside within the 5-year development window, which permits their recognition as PUD reserves based upon their continuing satisfaction of the engineering requirements for recognition as proved reserves.
(3) Extensions primarily related to the addition of 28 PUD locations to be developed by 2030 (as that year entered the 5-year development window). These locations reside within the 5-year development window, which permits their recognition as PUD reserves based upon their continuing satisfaction of the engineering requirements for recognition as proved reserves.
FERC has also interpreted its authority to reach otherwise non-jurisdictional entities to the extent the activities are conducted “in connection with” gas sales, purchases or transportation subject to FERC jurisdiction, which includes the annual reporting requirements under Order No. 704, described below.
FERC has also interpreted its authority to reach otherwise non-jurisdictional entities to the extent the activities are conducted “in connection with” gas sales, purchases or transportation subject to FERC jurisdiction, which includes the annual reporting requirements under Order No. 704, described below.
Hazardous substances and wastes CERCLA, also known as the “Superfund” law, and comparable state laws, impose liability without regard to fault or the legality of the original conduct, on certain classes of persons known as potentially responsible parties, with respect to the release of “hazardous substances” into the environment.
Hazardous substances and wastes CERCLA, also known as the “Superfund” law, and comparable state laws, impose liability without regard to fault or the legality of the original conduct, on certain classes of persons known as potentially responsible parties, with respect to the release of “hazardous substances” into the environment.
Copies of the summary reports of our reserve engineers as of December 31, 2024 and 2023 are filed as exhibits to this Annual Report. “—Preparation of Reserve Estimates” below contains additional definitions of proved reserves and the technologies and economic data used in their estimation. The following tables summarize estimated reserves based on reports prepared by Wright.
Copies of the summary reports of our reserve engineers as of December 31, 2025 and 2024 are filed as exhibits to this Annual Report. “—Preparation of Reserve Estimates” below contains additional definitions of proved reserves and the technologies and economic data used in their estimation. The following tables summarize estimated reserves based on reports prepared by Wright.
Each member state will have the power to impose administrative penalties for failure to comply and the standard will be mandatory for supply contracts signed after the law takes effect. This and other changes in law and governmental policy may have impacts on our business that are difficult to anticipate.
Each member state will have the 16 Tabl e of Contents power to impose administrative penalties for failure to comply and the standard will be mandatory for supply contracts signed after the law takes effect. This and other changes in law and governmental policy may have impacts on our business that are difficult to anticipate.
Substantially all of our surface acreage in Pennsylvania is prospective for both the Utica and Marcellus Shales for dual-zone development. As a result, most of our net surface acres represent one horizon acre for the Utica Shale and one horizon acre for the Marcellus Shale.
(2) The acreage in this table reflects net horizon acres. Substantially all of our surface acreage in Pennsylvania is prospective for both the Utica and Marcellus Shales for dual-zone development. As a result, most of our net surface acres represent one horizon acre for the Utica Shale and one horizon acre for the Marcellus Shale.
In addition, because we have fewer financial and human resources than many companies in our industry, we may be at a disadvantage in evaluating and bidding for oil and natural gas properties. There is also competition between oil and natural gas producers and other industries producing energy and fuel.
In addition, because we have fewer financial and human resources than many companies in our industry, we may be at a disadvantage in evaluating and bidding for oil and natural gas properties. 9 Tabl e of Contents There is also competition between oil and natural gas producers and other industries producing energy and fuel.
Further, in April 2024, the European Union adopted a regulation to track and reduce methane emissions in the energy sector, including requiring new monitoring, reporting and verification measures to be applied by importers of oil, natural gas and coal into the European Union by January 1, 2027, and “maximum methane intensity values” must be met by 2030 and every year thereafter.
Separately, in April 2024, the European Union adopted a regulation to track and reduce methane emissions in the energy sector, including requiring new monitoring, reporting and verification measures to be applied by importers of oil, natural gas and coal into the European Union by January 1, 2027, and “maximum methane intensity values” must be met by 2030 and every year thereafter.
The discharge of pollutants into regulated waters is prohibited, except in accordance with the terms of a permit issued by the EPA or an analogous state agency. The discharge of dredge and fill material into regulated waters, including wetlands, is also prohibited, unless authorized by a permit issued by the Corps. In April 2020 the U.S.
The discharge of pollutants into regulated waters is prohibited, except in accordance with the terms of a permit issued by the EPA or an analogous state agency. The discharge of dredge and fill material into regulated waters, including wetlands, is also prohibited, unless authorized by a permit issued by the U.S. Army Corps of Engineers (the “Corps”).
You may also access and read our filings without charge through the SEC’s website at www.sec.gov. Information contained on, or accessible through, our website shall not be deemed incorporated into and is not a part of this Annual Report. 17 Table of Contents
You may also access and read our filings without charge through the SEC’s website at www.sec.gov. Information contained on, or accessible through, our website shall not be deemed incorporated into and is not a part of this Annual Report.
The failure of an operator other than us to comply with applicable environmental regulations 11 Table of Contents may, in certain circumstances, be attributed to us.
The failure of an operator other than us to comply with applicable environmental regulations may, in certain circumstances, be attributed to us.
The Department of the Interior revoked the rule in October 2021 and issued an advance notice of proposed rulemaking seeking comment to the Department of the Interior’s plan to develop regulations that authorize incidental take under certain prescribed conditions.
The Department of the Interior revoked the rule in October 2021 and issued an advance notice of proposed rulemaking seeking comment to the Department of the Interior’s plan to develop regulations that authorize incidental take under certain prescribed conditions. However, in April 2024, the U.S.
Adjusted Index Prices Used in Reserve Calculations The following tables show index prices used in our reserve calculations as of the dates indicated under historical SEC pricing: Pricing Used for Proved Reserves as of December 31, 2024 Based on Historical SEC Pricing: Oil (per Bbl) $ 67.98 Natural gas (per Mcf) $ 1.42 Natural gas liquids (per Bbl) $ 25.48 Pricing Used for Proved Reserves as of December 31, 2023 Based on Historical SEC Pricing: Oil (per Bbl) $ 73.73 Natural gas (per Mcf) $ 1.74 Natural gas liquids (per Bbl) $ 26.87 Preparation of Reserve Estimates Our reserve estimates as of December 31, 2024 and December 31, 2023 included in this Annual Report are based on reports prepared by Wright, our independent reserve engineer, in accordance with generally accepted petroleum engineering and evaluation principles and definitions and guidelines established by the SEC in effect at such time.
Adjusted Index Prices Used in Reserve Calculations The following tables show index prices used in our reserve calculations as of the dates indicated under historical SEC pricing: Pricing Used for Proved Reserves as of December 31, 2025 Based on Historical SEC Pricing: Oil (per Bbl) $ 58.61 Natural gas (per Mcf) $ 2.77 Natural gas liquids (per Bbl) $ 23.20 Pricing Used for Proved Reserves as of December 31, 2024 Based on Historical SEC Pricing: Oil (per Bbl) $ 67.98 Natural gas (per Mcf) $ 1.42 Natural gas liquids (per Bbl) $ 25.48 Preparation of Reserve Estimates Our reserve estimates as of December 31, 2025 and December 31, 2024 included in this Annual Report are based on reports prepared by Wright, our independent reserve engineer, in accordance with generally accepted petroleum engineering and evaluation principles and definitions and guidelines established by the SEC in effect at such time.
Our corporate headquarters are in Morgantown, WV, and shares of our Class A common stock trade on the New York Stock Exchange (the “NYSE”) under the ticker symbol “INR”.
Our corporate headquarters are in Morgantown, WV, and shares of our Class A common stock trade on the New York Stock Exchange (the “NYSE”) under the ticker symbol “INR”.
Although FERC has set forth a general test for determining whether natural gas facilities perform a non-jurisdictional gathering function or a jurisdictional transportation function, FERC’s determinations as to the classification of facilities are done on a case-by-case basis.
Although FERC has set forth a general test for determining whether natural gas facilities perform a non-jurisdictional gathering function or 11 Tabl e of Contents a jurisdictional transportation function, FERC’s determinations as to the classification of facilities are done on a case-by-case basis.
For the Year Ended December 31, 2024 2023 2022 Gross Net Gross Net Gross Net Development Productive 14.0 12.0 10.0 9.1 7.0 6.6 Dry Hole — — — — — — Total Development Wells 14.0 12.0 10.0 9.1 7.0 6.6 Exploratory Productive — — — — — — Dry Hole — — — — — — Total Exploratory Wells — — — — — — As of December 31, 2024, we had 9.0 gross (8.0 net) operated wells in process.
For the Year Ended December 31, 2025 2024 2023 Gross Net Gross Net Gross Net Development Productive 23.0 20.2 14.0 12.0 10.0 9.1 Dry Hole — — — — — — Total Development Wells 23.0 20.2 14.0 12.0 10.0 9.1 Exploratory Productive — — — — — — Dry Hole — — — — — — Total Exploratory Wells — — — — — — As of December 31, 2025, we had 8.0 gross (7.8 net) operated wells in process.
This program requires the EPA to impose a “Waste Emissions Charge” on certain natural gas and oil sources that are already required to report under the EPA’s Greenhouse Gas Reporting Program. To implement the program, in May 2024, EPA finalized revisions to the Greenhouse Gas Reporting Program for the oil and natural gas sector.
This program requires the EPA to impose a “Waste Emissions Charge” on certain natural gas and oil sources that are already required to report under the EPA’s Greenhouse Gas Reporting Program. To implement the program, in May 2024, EPA finalized revisions to the Greenhouse Gas Reporting Program for the oil and natural gas sector.
The term “reasonable certainty” implies a high degree of confidence that the quantities of oil or natural gas actually recovered will equal or exceed the estimate.
The term “reasonable certainty” implies a high degree of confidence that the quantities of oil or natural gas actually recovered will equal or exceed the estimate.
Within our website’s investor relations section, we make available free of charge our Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K, and related amendments, exhibits and other information, as soon as reasonably practicable after such materials are electronically filed with or furnished to the Securities and Exchange Commission (the “SEC”).
Within our website’s investor relations section, we make available free of charge our Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K, and related amendments, exhibits and other 19 Tabl e of Contents information, as soon as reasonably practicable after such materials are electronically filed with or furnished to the Securities and Exchange Commission (the “SEC”).
We have 13 producing horizontal wells and five DUCs in this operating area with net daily production of 5.2 MBoe/d in 2024. We intend to operate 100% of our future drilling locations and approximately 98% of our acreage is HBP or held-by-storage.
We have 25 producing horizontal wells in this operating area with net daily production of 12.5 MBoe/d in 2025. We intend to operate 100% of our future drilling locations and approximately 98% of our acreage is HBP or held-by-storage.
(2) Our estimated reserves were determined using average first-day-of-the-month prices for the prior 12 months in accordance with SEC regulations. The unweighted arithmetic average first-day-of-the-month prices for the prior 12 months were $78.22 per Bbl for oil and $2.64 per MMBtu for natural gas at December 31, 2023.
(2) Our estimated reserves were determined using average first-day-of-the-month prices for the prior 12 months in accordance with SEC regulations. The unweighted arithmetic average first-day-of-the-month prices for the prior 12 months were $75.48 per Bbl for oil and $2.13 per MMBtu for natural gas at December 31, 2024.
Production, Revenue, Price and Production Costs The following table sets forth information regarding our production, revenues and realized prices and production costs for the years ended December 31, 2024 and 2023. All of our production is derived from the Appalachian Basin. For additional information on price calculations, please see “Item 7.
Production, Revenue, Price and Production Costs The following table sets forth information regarding our production, revenues and realized prices and production costs for the years ended December 31, 2025 and 2024. All of our production is derived from the Appalachian Basin. For additional 6 Tabl e of Contents information on price calculations, please see “Item 7.
The table below summarizes the purchasers that accounted for 10% or more of our total net revenues for the periods presented: Year Ended December 31, 2024 2023 Marathon Oil Company 55 % 49 % BP America 17 % 28 % Blue Racer Midstream 10 % 13 % During these periods, no other purchaser accounted for 10% or more of our net revenues.
The table below summarizes the purchasers that accounted for 10% or more of our total net revenues for the periods presented: For the Year Ended December 31, 2025 2024 Marathon Oil Company 33 % 55 % BP America 35 % 17 % Ergon 16 % — % Blue Racer Midstream — % 10 % During these periods, no other purchaser accounted for 10% or more of our net revenues.
As of December 31, 2023, INR Holdings’ accounts receivable balance related to oil and gas sales was comprised of amounts due from Marathon Oil Company, BP America, and Ergon, which accounted for 56%, 24%, and 11%, respectively, of the total balance. The loss of any of our major purchasers could materially and adversely affect our revenues in the near-term.
As of December 31, 2024, the Company’s accounts receivable balance related to oil and gas sales was comprised of amounts due from Marathon Oil Company and BP America, which accounted for 49% and 25% respectively, of the total balance. The loss of any of our major purchasers could materially and adversely affect our revenues in the near-term.
Also in February 2025, CEQ issued an interim final rule revoking the NEPA implementing regulations, and issued guidance recommending federal agencies revise their NEPA rules within one year, using CEQ’s 2020 NEPA rules as a model and incorporating specific policy priorities.
Also in February 2025, CEQ issued an interim final rule revoking the NEPA implementing regulations, and issued guidance recommending federal agencies revise their NEPA rules within one year, using CEQ’s 2020 NEPA rules as a model and incorporating specific policy priorities. In January 2026, CEQ formally repealed its NEPA implementing regulations on the basis of the U.S.
However, with regard to our physical and financial sales of these energy commodities, we are required to observe anti-market manipulation laws and related regulations enforced by FERC under the EPAct of 2005 and by the CFTC under the Commodity Exchange Act (“CEA”) as amended by the Dodd-Frank Act, and regulations promulgated thereunder.
However, with regard to our physical and financial sales of these energy commodities, we are required to observe anti-market manipulation laws and related regulations enforced by FERC under the Energy Policy Act of 2005 (the “EPAct of 2005”) and by the Commodity Futures Trading Commission (“CFTC”) under the Commodity Exchange Act (“CEA”) as amended by the Dodd-Frank Act, and regulations promulgated thereunder.
Failure to comply with OSHA requirements can lead to the imposition of penalties. 16 Table of Contents Related permits and authorizations Many environmental laws require us to obtain permits or other authorizations from state and/or federal agencies before initiating certain drilling, construction, production, operation or other oil and natural gas activities, and to maintain these permits and compliance with their requirements for ongoing operations.
Related permits and authorizations Many environmental laws require us to obtain permits or other authorizations from state and/or federal agencies before initiating certain drilling, construction, production, operation or other oil and natural gas activities, and to maintain these permits and compliance with their requirements for ongoing operations.
However, since crude oil and natural gas are fungible products with well-established markets and numerous purchasers and are based on current demand for oil and natural gas, we believe that the loss of any major purchaser would not have a material adverse effect on our financial condition or results of operations. 7 Table of Contents Title to Properties We believe that we have satisfactory title to our producing properties in accordance with standards generally accepted in the oil and natural gas industry.
However, since crude oil and natural gas are fungible products with well-established markets and numerous purchasers and are based on current demand for oil and natural gas, we believe that the loss of any major purchaser would not have a material adverse effect on our financial condition or results of operations.
As is customary in the oil and natural gas industry, we initially conduct only a cursory review of the title to our properties in connection with acquisition of leasehold acreage.
Title to Properties We believe that we have satisfactory title to our producing properties in accordance with standards generally accepted in the oil and natural gas industry. As is customary in the oil and natural gas industry, we initially conduct only a cursory review of the title to our properties in connection with acquisition of leasehold acreage.
In February 2016, the FWS published a final policy which alters how it may designate critical habitat and suitable habitat areas that it believes are necessary for survival of a threatened or endangered species.
Fish and Wildlife Service (“FWS”) published a final policy which alters how it may designate critical habitat and suitable habitat areas that it believes are necessary for survival of a threatened or endangered species.
As of December 31, 2024, INR Holdings’ accounts receivable balance related to oil and gas sales was comprised of amounts due from various purchasers, including amounts due from Marathon Oil Company and BP America comprising 49% and 25%, respectively, of the total balance.
As of December 31, 2025, the Company’s accounts receivable balance related to oil and gas sales was comprised of amounts due from various purchasers, including amounts due from Marathon Oil Company, BP America and Ergon comprising 24%, 53%, and 18%, respectively, of the total balance.
In June 2023, the FWS issued three proposed rules governing critical habitat designation and expanding protection options for species listed as threatened pursuant to the ESA. Final rules were published in April 2024, and took effect in May 2024. In August 2024, environmental groups challenged the new ESA regulations in federal district court, which litigation remains ongoing.
In June 2023, the FWS issued three proposed rules governing critical habitat designation and expanding protection options for species listed as threatened pursuant to the ESA. Final rules were published in April 2024, and took effect in May 2024.
We cannot predict what future action FERC, PHMSA, CFTC, or state regulatory bodies will take. We do not believe, however, that any regulatory changes will affect us in a way that materially differs from the way they will affect other oil and natural gas producers and marketers with which we compete.
We do not believe, however, that any regulatory changes will affect us in a way that materially differs from the way they will affect other oil and natural gas producers and marketers with which we compete.
The unweighted arithmetic average first-day-of-the-month prices for the prior 12 months were $75.48 per Bbl for oil and $2.13 per MMBtu for natural gas at December 31, 2024.
The unweighted arithmetic average first-day-of-the-month prices for the prior 12 months were $65.34 per Bbl for oil and $3.39 per MMBtu for natural gas at December 31, 2025.
We have 118 producing horizontal wells, two PDNP wells and two DUCs in this operating area with net daily production of 18.9 MBoe/d in 2024. We intend to operate 100% of our future drilling locations and approximately 77% of our acreage is HBP.
We have 129 producing horizontal wells, six PDNP wells and eight DUCs in this operating area with net daily production of 22.8 MBoe/d in 2025. We intend to operate 100% of our future drilling locations and approximately 82% of our acreage is HBP.
Similar protections are offered to migratory birds under the MBTA. We may conduct operations on natural gas leases in areas where certain species that are or could be listed as threatened or endangered are known to exist.
We may conduct operations on natural gas leases in areas where certain species that are or could be listed as threatened or endangered are known to exist. In February 2016, the U.S.
However, in January 2025, President Trump issued executive orders directing the immediate notice to the United Nations of the United States’ withdrawal from the Paris Agreement and all other agreements made under the United Nations Framework Convention on Climate Change. The full impact of these actions remains uncertain at this time.
However, in January 2025, President Trump issued executive orders directing the immediate notice to the United Nations of the United States’ withdrawal from the Paris Agreement and all other agreements made under the United Nations Framework Convention on Climate Change. The withdrawal became effective in January 2026.
Initial Public Offering On February 3, 2025, we completed our IPO of 15,237,500 shares of our Class A common stock, par value $0.01 per share (“Class A common stock”), which includes 1,987,500 shares of Class A common stock issued and sold pursuant to the underwriters’ exercise of their option in full to purchase additional shares of Class A common stock, at a price to the public of $20.00 per share ($18.80 per share net of underwriting discounts and commissions).
The Company used the proceeds of the Preferred Investment to fund a portion of the Antero Acquisitions and will use any remaining proceeds for general corporate purposes. 1 Tabl e of Contents Initial Public Offering On February 3, 2025, we completed our IPO of 15,237,500 shares of our Class A common stock, par value $0.01 per share (“Class A common stock”), which includes 1,987,500 shares of Class A common stock issued and sold pursuant to the underwriters’ exercise of their option in full to purchase additional shares of Class A common stock, at a price to the public of $20.00 per share ($18.80 per share net of underwriting discounts and commissions).
Management’s Discussion and Analysis of Financial Condition and Results of Operations.” 5 Table of Contents Year Ended December 31, 2024 2023 Production data : Oil (MBbls) 2,380 1,205 Natural gas (MMcf) 28,291 27,506 NGL (MBbls) 1,723 1,112 Total (MBoe) (1) 8,818 6,901 Average daily production (MBoe/d) (1) 24.1 18.9 Average wellhead realized prices (before giving effect to realized derivatives) : Oil (/Bbl) $ 67.86 $ 70.77 Natural gas (/Mcf) $ 1.81 $ 1.80 NGL (/Bbl) $ 26.14 $ 22.16 Average wellhead realized prices (after giving effect to realized derivatives) : Oil (/Bbl) $ 66.93 $ 71.03 Natural gas (/Mcf) $ 2.47 $ 2.42 NGL (/Bbl) $ 28.66 $ 24.00 Operating costs and expenses (per Boe) (1) : Gathering, processing and transportation $ 5.59 $ 4.51 Lease operating 3.19 2.66 Production and ad valorem taxes 0.12 0.13 Depreciation, depletion, and amortization 8.36 7.79 General and administrative 1.48 0.71 Total $ 18.74 $ 15.80 (1) Calculated by converting natural gas to oil equivalent barrels at a ratio of six Mcf of natural gas to one Boe.
Management’s Discussion and Analysis of Financial Condition and Results of Operations.” Year Ended December 31, 2025 2024 Production data: Oil (MBbls) 3,074 2,380 Natural gas (MMcf) 45,596 28,291 NGL (MBbls) 2,209 1,723 Total (MBoe) (1) 12,882 8,818 Average daily production (MBoe/d) (1) 35.3 24.1 Average wellhead realized prices (before giving effect to realized derivatives): Oil (/Bbl) $ 56.48 $ 67.86 Natural gas (/Mcf) $ 2.80 $ 1.81 NGL (/Bbl) $ 22.32 $ 26.14 Average wellhead realized prices (after giving effect to realized derivatives): Oil (/Bbl) $ 60.98 $ 66.93 Natural gas (/Mcf) $ 2.81 $ 2.47 NGL (/Bbl) $ 22.22 $ 28.66 Operating costs and expenses (per Boe) (1) : Gathering, processing and transportation $ 4.25 $ 5.59 Lease operating 2.07 3.19 Production and ad valorem taxes 0.46 0.12 Depreciation, depletion, and amortization 8.05 8.36 General and administrative 11.91 1.48 Total $ 26.74 $ 18.74 _____________ (1) Calculated by converting natural gas to oil equivalent barrels at a ratio of six Mcf of natural gas to one Boe.
The following table provides a summary of our approximate net acreage, net operated producing wells and gross drilling locations separated by shale (including acreage prospective for dual-zone development): As of December 31, 2024 Net Horizon Acres (1) Operated Producing Wells (#) Development Drilling Locations (#) Utica Shale Oil (OH) 62,704 118 158 (3) Marcellus Shale Dry Gas (PA) (2) 30,305 13 118 (4) Utica Shale Deep Dry Gas (PA) (2) 30,029 — 66 (1) Does not include 13,908 net acres located in the Marcellus Shale in Ohio that is not part of our development plan. 1 Table of Contents (2) The acreage in this table reflects net horizon acres.
The following table provides a summary of our approximate net acreage, net operated producing wells and gross drilling locations separated by shale (including acreage prospective for dual-zone development): As of December 31, 2025 Net Horizon Acres (1) Operated Producing Wells (#) Drilling Locations (#) Utica Shale Oil (OH) 64,152 129 129 (3) Marcellus Shale Dry Gas (PA) (2) 33,925 25 107 Utica Shale Deep Dry Gas (PA) (2) 33,226 — 66 _____________ (1) Does not include 15,677 net acres located in the Marcellus Shale in Ohio that is not part of our development plan.

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Item 1A. Risk Factors

Risk Factors — what could go wrong, per management

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If we do not adapt to or comply with investor or other stakeholder expectations and standards on ESG matters (including with respect to climate change) as they continue to evolve, or if we are perceived to have not responded appropriately or quickly enough to growing concern for ESG and sustainability issues, regardless of whether there is a regulatory or legal requirement to do so, we may suffer from reputational damage and our business, financial condition and/or stock price could be materially and adversely affected.
If we do not adapt to or comply with investor or other stakeholder expectations and standards on ESG matters (including with respect to climate change) as they continue to evolve, or if we are perceived to have not responded appropriately or quickly enough to concern for ESG and sustainability issues, regardless of whether there is a regulatory or legal requirement to do so, we may suffer from reputational damage and our business, financial condition and/or stock price could be materially and adversely affected.
Development of these undeveloped reserves may take longer and require higher levels of capital expenditures than we currently anticipate. We plan to fund our capital development program primarily through cash flow from our operations. Our ability to fund these expenditures is subject to a number of risks. For additional information, see “—Our development projects and acquisitions require substantial capital expenditures.
Development of these undeveloped reserves may take longer and require higher levels of capital expenditures than we currently anticipate. We plan to fund our capital development program primarily through cash flow from our operations. Our ability to fund these expenditures is subject to a number of risks. For additional information, see “—Our development projects and acquisitions require substantial capital expenditures.
The amounts payable, as well as the timing of any payments, under the Tax Receivable Agreement are dependent upon future events and assumptions, including the timing of the exchanges of INR Units along with surrendering a corresponding number of our Class B common stock, the price of our Class A common stock at the time of each exchange, the extent to which such exchanges are taxable transactions, the amount of the exchanging INR Unit Holder’s tax basis in its INR Units at the time of the relevant exchange, the depreciation, depletion and amortization periods that apply to the increase in tax basis, the amount and timing of taxable income we generate in the future, the U.S. federal, state and local income tax rates then applicable, and the portion of our payments under the Tax Receivable Agreement that constitute imputed interest or give rise to depreciable, depletable or amortizable tax basis.
The amounts payable, as well as the timing of any payments, under the Tax Receivable Agreement are dependent upon future events and assumptions, including the timing of the exchanges of INR Units along with surrendering a corresponding number of our Class B common stock, the price of our Class A common stock at the time of each exchange, the extent to which such exchanges are taxable transactions, the amount of the exchanging INR Unit Holder’s tax basis in its INR Units at the time of the relevant exchange, the depreciation, depletion and amortization periods that apply to the increase in tax basis, the amount and timing of taxable income we generate in the future, the U.S. federal, state and local income tax rates then applicable, and the portion of our payments under the Tax Receivable Agreement that constitute imputed interest or give rise to depreciable, depletable or amortizable tax basis.
This agreement 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 Tax Receivable Agreement, which includes certain mergers, asset sales and other forms of business combinations and certain changes to the composition of our board of directors) or if the Tax Receivable Agreement 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 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 a one-for-one basis or, at our option, the receipt of an equivalent amount of cash (the “Exchange Right”) pursuant to 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 Tax Receivable Agreement.
This agreement 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 Tax Receivable Agreement, which includes certain mergers, asset sales and other forms of business combinations and certain changes to the composition of our board of directors) or if the Tax Receivable Agreement 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 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 a one-for-one basis or, at our option, the receipt of an equivalent amount of cash (the “Exchange Right”) pursuant to 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 Tax Receivable Agreement.
For as long as we are an emerging growth company we will not be required to, among other things, (a) comply with any new requirements adopted by the PCAOB requiring mandatory audit firm rotation or a supplement to the auditor’s report in which the auditor would be required to provide additional information about the audit and the financial statements of the issuer, (b) provide certain disclosure regarding executive compensation required of larger public companies or (c) hold nonbinding advisory votes on executive compensation.
For as long as we are an emerging growth company we will not be required to, among other things, (a) comply with any new requirements adopted by the PCAOB requiring mandatory audit firm rotation or a supplement to the auditor’s report in which the auditor would be required to provide additional information about the audit and the financial statements of the issuer, (b) provide certain disclosure regarding executive compensation required of larger public companies or (c) hold nonbinding advisory votes on executive compensation.
Certain Relationships and Related Transactions, and Director Independence—Tax Receivable Agreement.” Further, if the IRS makes audit adjustments to INR Holdings’ U.S. federal income tax returns, it may assess and collect any taxes (including any applicable penalties and interest) resulting from such audit adjustment directly from INR Holdings rather than from the Legacy Owners directly, in which case we may economically bear a portion of such taxes (including any applicable penalties and interest) even though we did not economically benefit from the income giving rise to such taxes.
Certain Relationships and Related Transactions, and Director Independence—Tax Receivable Agreement.” Further, if the IRS makes audit adjustments to INR Holdings’ U.S. federal income tax returns, it may assess and collect any taxes (including any applicable penalties and interest) resulting from such audit adjustment directly from INR Holdings rather than from the Legacy Owners directly, in which case we may economically bear a portion of such taxes (including any applicable penalties and interest) even though we did not economically benefit from the income giving rise to such taxes.
If, as a result of any such audit adjustment, INR Holdings is required to make payments of taxes, penalties and interest, INR Holdings’ cash available for distributions to us may be substantially reduced.
If, as a result of any such audit adjustment, INR Holdings is required to make payments of taxes, penalties and interest, INR Holdings’ cash available for distributions to us may be substantially reduced.
The term of the Tax Receivable Agreement commenced on January 3, 2025 and will continue until all such tax benefits have been utilized or expired and all required payments are made, unless we exercise our right to terminate the Tax Receivable Agreement (or the Tax Receivable Agreement is terminated due to other circumstances, including our breach of a material obligation thereunder or certain mergers or other changes of control) by making the termination payment specified in the agreement.
The term of the Tax Receivable Agreement commenced on January 30, 2025 and will continue until all such tax benefits have been utilized or expired and all required payments are made, unless we exercise our right to terminate the Tax Receivable Agreement (or the Tax Receivable Agreement is terminated due to other circumstances, including our breach of a material obligation thereunder or certain mergers or other changes of control) by making the termination payment specified in the agreement.
Certain Relationships and Related Transactions, and Director Independence—Tax Receivable Agreement.” There can be no assurance that we will be able to fund or finance our obligations under the Tax Receivable Agreement.
Certain Relationships and Related Transactions, and Director Independence—Tax Receivable Agreement.” There can be no assurance that we will be able to fund or finance our obligations under the Tax Receivable Agreement.
For a discussion of the uncertainty involved in these processes, see “—Reserve estimates depend on many assumptions that may turn out to be inaccurate.
For a discussion of the uncertainty involved in these processes, see “—Reserve estimates depend on many assumptions that may turn out to be inaccurate.
We are unable to predict sudden changes in a counterparty’s creditworthiness or ability to perform. Even if we do accurately predict sudden changes, our ability to negate the risk may be limited depending upon market conditions. During periods of declining commodity prices, our derivative contract receivable positions would generally increase, which increases our counterparty credit exposure.
We are unable to predict sudden changes in a counterparty’s creditworthiness or ability to perform. Even if we do accurately predict sudden changes, our ability to negate the risk may be limited depending upon market conditions. During periods of declining commodity prices, our derivative contract receivable positions would generally increase, which increases our counterparty credit exposure.
If these third parties are unwilling to pool or unitize such leaseholds with ours, the total locations we can drill may be limited. As such, our actual drilling activities may materially differ from those presently identified. For more information on our future potential acreage expirations, see “Item 1.
If these third parties are unwilling to pool or unitize such leaseholds with ours, the total locations we can drill may be limited. As such, our actual drilling activities may materially differ from those presently identified. For more information on our future potential acreage expirations, see “Item 1.
In addition, we would no longer have the benefit of certain increases in tax basis covered under the Tax Receivable Agreement, and we would not be able to recover any payments previously made by us under the Tax Receivable Agreement, even if the corresponding tax benefits (including any claimed increase in the tax basis of INR Holdings’ assets) were subsequently determined to have been unavailable.
In addition, we would no longer have the benefit of certain increases in tax basis covered under the Tax Receivable Agreement, and we would not be able to recover any payments previously made by us under the Tax Receivable Agreement, even if the corresponding tax benefits (including any claimed increase in the tax basis of INR Holdings’ assets) were subsequently determined to have been unavailable.
Increasing attention to Environmental, Social and Governance (“ESG”) and sustainability matters may expose us to additional risk, which could have an adverse effect on our business, financial condition and results of operations and damage our reputation. Companies across all industries are facing increasing scrutiny from a variety of stakeholders related to their ESG and sustainability practices.
Attention to Environmental, Social and Governance (“ESG”) and sustainability matters may expose us to additional risk, which could have an adverse effect on our business, financial condition and results of operations and damage our reputation. Companies across all industries are facing scrutiny from a variety of stakeholders related to their ESG and sustainability practices.
Risks Related to our Class A Common Stock and Capital Structure We are a holding company. Our sole material asset is our equity interest in INR Holdings and we are accordingly dependent upon distributions from INR Holdings to pay taxes, make payments under the Tax Receivable Agreement and cover our corporate and other overhead expenses.
Risks Related to our Class A Common Stock, Series A Preferred Stock and Capital Structure We are a holding company. Our sole material asset is our equity interest in INR Holdings and we are accordingly dependent upon distributions from INR Holdings to pay taxes, make payments under the Tax Receivable Agreement and cover our corporate and other overhead expenses.
For as long as we are an emerging growth company, we will not be required to comply with certain reporting requirements, including disclosure about our executive compensation, that apply to other public companies. We are classified as an “emerging growth company” under the JOBS Act. In addition, we have reduced SOX compliance requirements, as discussed elsewhere.
For as long as we are an emerging growth company, we will not be required to comply with certain reporting requirements, including disclosure about our executive compensation, that apply to other public companies. We are classified as an “emerging growth company” under the JOBS Act. In addition, we have reduced SOX compliance requirements, as discussed elsewhere.
We intend to operate such that INR Holdings does not become a publicly traded partnership taxable as a corporation for U.S. federal income tax purposes. A “publicly traded partnership” is a partnership the interests of which are traded on an established securities market or are readily tradable on a secondary market or the substantial equivalent thereof.
We intend to operate such that INR Holdings does not become a publicly traded partnership taxable as a corporation for U.S. federal income tax purposes. A “publicly traded partnership” is a partnership the interests of which are traded on an established securities market or are readily tradable on a secondary market or the substantial equivalent thereof.
To the extent the frequency of extreme weather events increases, due to climate change or otherwise, this could impact operations in various ways, including damage to or disruption of operations at our facilities, increased insurance premiums or increases to the cost of providing service or changes to the availability of insurance coverage, reduced availability of electrical power, road accessibility and transportation facilities, as well as impacts on personnel, supply chain, distribution chain or customers, as well 46 Table of Contents as potentially increased costs for, or difficulty procuring, consistent levels of insurance coverages in the aftermath of such effects.
To the extent the frequency of extreme weather events increases, due to climate change or otherwise, this could impact operations in various ways, including damage to or disruption of operations at our facilities, increased insurance premiums or increases to the cost of providing service or changes to the availability of insurance coverage, reduced availability of electrical power, road accessibility and transportation facilities, as well as impacts on personnel, supply chain, distribution chain or customers, as well as potentially increased costs for, or difficulty procuring, consistent levels of insurance coverages in the aftermath of such effects.
We previously identified material weaknesses in our internal control over financial reporting and may identify additional material weaknesses in the future which, if not corrected, could affect the reliability of our consolidated financial statements and have other adverse consequences. As more fully disclosed in this Annual Report under “Item 9A.
We previously identified material weaknesses in our internal control over financial reporting and may identify additional material weaknesses in the future which, if not corrected, could affect the reliability of our consolidated financial statements and have other adverse consequences. As more fully disclosed in this Annual Report under “Item 9A.
Our producing properties are concentrated in the Appalachian Basin, making us vulnerable to risks associated with operating in one major geographic area. Our producing properties are geographically concentrated in the Appalachian Basin in eastern Ohio and southwestern Pennsylvania. As of December 31, 2024, all of our total estimated proved reserves were attributable to properties located in this area.
Our producing properties are concentrated in the Appalachian Basin, making us vulnerable to risks associated with operating in one major geographic area. Our producing properties are geographically concentrated in the Appalachian Basin in eastern Ohio and southwestern Pennsylvania. As of December 31, 2025, all of our total estimated proved reserves were attributable to properties located in this area.
In any of these matters, the interests of Pearl and NGP may differ or conflict with the interests of our other stockholders. Moreover, this concentration of stock ownership may also adversely affect the trading price of our Class A common stock to the extent investors perceive a disadvantage in owning stock of a company with a significant stockholder.
In any of these matters, the interests of Pearl, NGP, Quantum and Carnelian may differ or conflict with the interests of our other stockholders. Moreover, this concentration of stock ownership may also adversely affect the trading price of our Class A common stock to the extent investors perceive a disadvantage in owning stock of a company with a significant stockholder.
The requirements of being a public company, including compliance with the reporting requirements of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and the requirements of the Sarbanes-Oxley Act, may strain our resources, increase our costs and distract management, and we may be unable to comply with these requirements in a timely or cost-effective manner.
The requirements of being a public company, including compliance with the reporting requirements of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and the requirements of the Sarbanes-Oxley Act, may strain our resources, increase our costs and distract management, and we may be unable to comply with these requirements in a timely or cost-effective manner.
Certain Relationships and Related Transactions, and Director Independence—Tax Receivable Agreement.” The payment obligations under the Tax Receivable Agreement are our obligations and not obligations of INR Holdings.
Certain Relationships and Related Transactions, and Director Independence—Tax Receivable Agreement.” The payment obligations under the Tax Receivable Agreement are our obligations and not obligations of INR Holdings.
To achieve more predictable cash flows and reduce our exposure to adverse fluctuations in the prices of oil, natural gas and NGLs, we enter into derivative contracts for a significant portion of our projected oil, natural gas and NGL production, primarily consisting of swaps. For additional information, see “Item 7.
To achieve more predictable cash flows and reduce our exposure to adverse fluctuations in the prices of oil, natural gas and NGLs, we enter into derivative contracts for a significant portion of our projected oil, natural gas and NGL production, primarily consisting of swaps. For additional information, see “Item 7.
Business and Properties—Our Properties— Undeveloped Acreage Expirations as of December 31, 2024.” Although we plan to fund our drilling program primarily with cash flow from operations, if our cash flows are less than we expect or we change our drilling activities, we may be required to borrow under our Credit Facility or issue debt or equity securities in order to pursue the development of these locations, and we may not be able to raise or generate the capital required to do so.
Business and Properties—Our Properties— Undeveloped Acreage Expirations as of December 31, 2025.” Although we plan to fund our drilling program primarily with cash flow from operations, if our cash flows are less than we expect or we change our drilling activities, we may be required to borrow under our Credit Facility or issue debt or equity securities in order to pursue the development of these locations, and we may not be able to raise or generate the capital required to do so.
Our derivative contracts expose us to risk of financial loss if a counterparty fails to perform under a contract. Disruptions in the financial markets could lead to sudden decreases in a counterparty’s liquidity, which could make the counterparty unable to perform under the terms of the contract, and we may not be able to realize the benefit of the contract.
Our derivative contracts expose us to risk of financial loss if a counterparty fails to perform under a contract. Disruptions in the financial markets could lead to sudden decreases in a counterparty’s liquidity, which could make the counterparty unable to perform under the terms of the contract, and we may not be able to realize the benefit of the contract.
We will retain the benefit of the remaining 15% of these cash savings, if any. If we experience a change of control or the Tax Receivable Agreement terminates early, we could be required to make a substantial, immediate lump-sum payment. For additional information, see “Item 13.
We will retain the benefit of the remaining 15% of these cash savings, if any. If we experience a change of control or the Tax Receivable Agreement terminates early, we could be required to make a substantial, immediate lump-sum payment. For additional information, see “Item 13.
The full impact of the Dodd-Frank Act’s swap regulatory provisions and the related rules of the CFTC on our business will not be known until all of the rules to be adopted under the Dodd-Frank Act have been adopted and fully implemented and the market for derivatives contracts has adjusted.
The full impact of the Dodd-Frank Act’s swap regulatory provisions and the related rules of the CFTC on our business will not be known until all of the rules to be adopted under the Dodd-Frank Act have been adopted and fully implemented and the market for derivatives contracts has adjusted.
Volatility in the global financial markets, significant losses in financial institutions’ U.S. energy loan portfolios, or environmental and social concerns may lead to a contraction in credit availability impacting our ability to finance our operations or our ability to refinance our Credit Facility or other outstanding indebtedness.
Volatility in the global financial markets, significant losses in financial institutions’ U.S. energy loan portfolios, or environmental and social concerns may lead to a contraction in credit availability impacting our ability to finance our operations or our ability to refinance our Credit Facility or other outstanding indebtedness.
Further, although Pearl and NGP are entitled to act separately and have no obligation to act together in their own respective interests with respect to their stock in us, they will together have an even greater voting interest in us and ability to control our management and affairs.
Further, although Pearl, NGP, Quantum and Carnelian are entitled to act separately and have no obligation to act together in their own respective interests with respect to their stock in us, they will together have an even greater voting interest in us and ability to control our management and affairs.
The success and timing of development and exploration activities on properties operated by others will depend upon a number of factors that will be largely outside of our control, including: • the timing and amount of capital expenditures; • the availability of suitable drilling equipment, production and transportation infrastructure and qualified operating personnel; • the operator’s expertise and financial resources; • approval of other participants in drilling wells; • selection of technology; and • the rate of production of the reserves.
The success and timing of development and exploration activities on properties operated by others will depend upon a number of factors that will be largely outside of our control, including: • the timing and amount of capital expenditures; • the availability of suitable drilling equipment, production and transportation infrastructure and qualified operating personnel; • the operator’s expertise and financial resources; • approval of other participants in drilling wells; • selection of technology; and • the rate of production of the reserves.
The occurrence of an event that is not fully covered by insurance could have a material adverse effect on our business, financial condition or results of operations. 28 Table of Contents Competition in our industry is intense, making it more difficult for us to acquire properties, market oil, natural gas and NGLs, secure trained personnel and raise additional capital.
The occurrence of an event that is not fully covered by insurance could have a material adverse effect on our business, financial condition or results of operations. Competition in our industry is intense, making it more difficult for us to acquire properties, market oil, natural gas and NGLs, secure trained personnel and raise additional capital.
Our management is in the process of developing a remediation plan. The material weaknesses will be considered remediated when our management designs and implements effective controls that operate for a sufficient period of time and management has concluded, through testing, that these controls are effective.
Our management is in the process of implementing a remediation plan. The material weaknesses will be considered remediated when our management designs and implements effective controls that operate for a sufficient period of time and management has concluded, through testing, that these controls are effective.
Certain of our directors, who are responsible for managing the direction of our operations and acquisition activities, hold positions of responsibility with other entities (including Pearl- or NGP-affiliated entities) that are in the business of identifying and acquiring oil and natural gas properties.
Certain of our directors, who are responsible for managing the direction of our operations and acquisition activities, hold positions of responsibility with other entities (including Pearl- or Carnelian-affiliated entities) that are in the business of identifying and acquiring oil and natural gas properties.
In January 2023, the EPA and the Corps issued a final rule to revise the definition of WOTUS to put back into place the pre-2015 definition; however, this definition of WOTUS was impacted by the U.S. Supreme Court’s May 2023 decision in Sackett v.
In January 2023, the EPA and the Corps issued a final rule to revise the definition of WOTUS to put back into place the pre-2015 definition; however, this definition of WOTUS was impacted by the U.S. Supreme Court’s May 2023 decision in Sackett v.
Further, demand for our products, or our customers’ products, may increase or decrease as a result of extreme weather conditions depending on the duration and magnitude of any such climate changes, such as to the extent warmer weathers reduce the demand for energy for heating purposes.
Further, demand for our products, or our customers’ products, may increase or decrease as a result of extreme weather conditions depending on the duration and magnitude of any such climate changes, such as to the extent warmer weathers reduce the demand for energy for heating purposes.
In the future, we may not be able to access adequate funding under our Credit Facility (or a replacement facility) as a result of a decrease in the borrowing base due to the issuance of new indebtedness, the outcome of a subsequent borrowing base redetermination or an unwillingness or inability on the part of lending counterparties to meet their funding obligations and the inability of other lenders to provide additional funding to cover the defaulting lender’s portion.
In the future, we may not be able to access adequate funding under our Credit Facility (or a replacement facility) as a result of a decrease in the borrowing base due to the issuance of new indebtedness, the outcome of a subsequent borrowing base redetermination or an unwillingness or inability on the part of lending counterparties to meet their funding obligations and the inability of other lenders to provide additional funding to cover the defaulting lender’s portion.
Our Credit Facility contains restrictions on the payment of dividends. Such restrictions allow us to pay dividends only when certain conditions are met, including certain required leverage ratio and financial metrics. For additional information, see “Item 7.
Our Credit Facility contains restrictions on the payment of dividends. Such restrictions allow us to pay dividends only when certain conditions are met, including certain required leverage ratio and financial metrics. For additional information, see “Item 7.
While we are not substantially dependent on this purchaser’s contract and we believe that we could find replacement purchasers of our oil and natural gas on acceptable terms if any one or more of the significant purchasers were unable to satisfy their contractual obligations, there can be no assurance that we will be able to do so on terms that we consider acceptable or at all.
While we are not substantially dependent on this purchaser’s contract and we believe that we could find replacement purchasers of our oil and natural gas on acceptable terms if any one or more of the significant purchasers were unable to satisfy their contractual obligations, there can be no assurance that we will be able to do so on terms that we consider acceptable or at all.
LNG exports; • prevailing prices on local price indexes in the areas in which we operate; • the proximity, capacity, cost and availability of gathering and transportation facilities; • localized and global supply and demand fundamentals and transportation availability; • the cost of exploring for, developing, producing and transporting reserves; • the spot price of LNG on world markets; • weather conditions and natural disasters; • technological advances affecting energy consumption; • the price and availability of alternative fuels; • speculative trading in natural gas derivative contracts; • 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; • the occurrence or threat of epidemic or pandemic diseases, or any government response to such occurrence or threat; • political and economic conditions in or affecting major LNG consumption regions or countries, particularly Asia and Europe; 18 Table of Contents • actions of the Organization of the Petroleum Exporting Countries (“OPEC”), including the ability and willingness of the members of OPEC and other exporting nations to agree to and maintain oil price and production controls, including the anticipated increases in supply from Russia and OPEC, particularly Saudi Arabia; • U.S. trade policies and their effect on U.S. oil, natural gas and NGL exports; • expectations about future commodity prices; and • U.S. federal, state and local and non-U.S. governmental regulation and taxes.
LNG exports; • prevailing prices on local price indexes in the areas in which we operate; • the proximity, capacity, cost and availability of gathering and transportation facilities; • localized and global supply and demand fundamentals and transportation availability; • the cost of exploring for, developing, producing and transporting reserves; • the spot price of LNG on world markets; • weather conditions and natural disasters; • technological advances affecting energy consumption; • the price and availability of alternative fuels; • speculative trading in natural gas derivative contracts; • armed conflict, political instability or civil unrest in oil and gas producing regions, including armed conflict and instability in the Middle East, Venezuela, Mexico and the conflict between Russia and Ukraine, and the related potential effects on laws and regulations or the imposition of economic or trade sanctions; 20 Tabl e of Contents • the occurrence or threat of epidemic or pandemic diseases, or any government response to such occurrence or threat; • political and economic conditions in or affecting major LNG consumption regions or countries, particularly Asia and Europe; • actions of the Organization of the Petroleum Exporting Countries (“OPEC”), including the ability and willingness of the members of OPEC and other exporting nations to agree to and maintain oil price and production controls, including the anticipated increases in supply from Russia and OPEC, particularly Saudi Arabia; • U.S. trade policies and their effect on U.S. oil, natural gas and NGL exports; • expectations about future commodity prices; and • U.S. federal, state and local and non-U.S. governmental regulation and taxes.
In addition, our Credit Facility imposes certain limitations on our ability to enter into mergers or combination transactions and to incur certain indebtedness, which could indirectly limit our ability to acquire assets and businesses. For additional information, see “Item 7.
In addition, our Credit Facility imposes certain limitations on our ability to enter into mergers or combination transactions and to incur certain indebtedness, which could indirectly limit our ability to acquire assets and businesses. For additional information, see “Item 7.
The existence of significant shareholders may also have the effect of deterring hostile takeovers, delaying or preventing changes in control or changes in management, or limiting the ability of our other shareholders to approve transactions that they may deem to be in the best interests of our company.
The existence of significant stockholders may also have the effect of deterring hostile takeovers, delaying or preventing changes in control or changes in management, or limiting the ability of our other stockholders to approve transactions that they may deem to be in the best interests of our company.
As such, Pearl, NGP or their respective portfolio companies may acquire or seek to acquire the same assets that we seek to acquire and, as a result, those acquisition opportunities may not be available to us or may be more expensive for us to pursue.
As such, Pearl, NGP, Quantum or Carnelian or their respective portfolio companies may acquire or seek to acquire the same assets that we seek to acquire and, as a result, those acquisition opportunities may not be available to us or may be more expensive for us to pursue.
Had we or our independent registered public accounting firm performed an evaluation of our internal control over financial reporting in accordance with the provisions of the Sarbanes-Oxley Act, additional material weaknesses may have been identified.
Had our independent registered public accounting firm performed an evaluation of our internal control over financial reporting in accordance with the provisions of the Sarbanes-Oxley Act, additional material weaknesses may have been identified.
Pursuant to our Charter and indemnification agreements, each non-employee director and officer who is made a party to a legal proceeding because he or she is or was a non-employee director or officer, is indemnified by us from and against any and all liability, except that we may not indemnify a non-employee director or officer: (i) for breach of the director’s or officer’s duty of loyalty to us or our stockholders, (ii) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, (iii) with respect to any director, pursuant to Section 174 of the Delaware General Corporation Law (the “DGCL”), (iv) for any transaction from which the director or officer derived an improper personal benefit or (v) with respect to any officer, in any action by or in the right of us.
Pursuant to our Charter and indemnification agreements, each non-employee director and officer who is made a party to a legal proceeding because he or she is or was a non-employee director or officer, is indemnified by us from and against any and all liability, except that we may not indemnify a non-employee director or officer: (i) for breach of the director’s or officer’s duty of loyalty to us or our stockholders, (ii) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, (iii) with respect to any director, pursuant to Section 174 of the Delaware General Corporation Law (the “DGCL”), (iv) for any transaction from which the director or officer derived an improper personal benefit or (v) with respect to any officer, in any action by or in the right of us.
Although the CFTC has issued final regulations in certain areas, in other areas, final regulations and the scope of relevant definitions and/or exemptions still remain to be 32 Table of Contents finalized. On January 24, 2020, U.S. banking regulators published a new approach for calculating the quantum of exposure of derivative contracts under their regulatory capital rules.
Although the CFTC has issued final regulations in certain areas, in other areas, final regulations and the scope of relevant definitions and/or exemptions still remain to be finalized. On January 24, 2020, U.S. banking regulators published a new approach for calculating the quantum of exposure of derivative contracts under their regulatory capital rules.
If we are unable to successfully remediate our existing or any future material weakness in our internal control over financial reporting, or identify any additional material weaknesses that may exist, the accuracy and timing of our financial reporting may be adversely affected, we may be unable to maintain compliance with securities laws requirements regarding timely filing of periodic reports in addition to applicable stock exchange listing requirements, we may be unable to prevent fraud, investors may lose confidence in our financial reporting, and our stock price may decline as a result.
If we are unable to successfully remediate our existing or any future material weakness in our internal control over financial reporting, or identify any additional material weaknesses that may exist, the accuracy and timing of our financial reporting may be adversely affected, we may be unable to maintain compliance with securities laws requirements regarding timely filing of periodic reports in addition to applicable stock exchange listing requirements, we 34 Tabl e of Contents may be unable to prevent fraud, investors may lose confidence in our financial reporting, and our stock price may decline as a result.
We are required to pay or reimburse attorney’s fees and expenses of a non-employee director or officer seeking indemnification as they are incurred, provided the non-employee director or officer executes an agreement to repay the amount to be paid or reimbursed if there is a final determination by a court of competent jurisdiction that such person is not entitled to indemnification.
We are required to pay or reimburse attorney’s fees and expenses of a non-employee director or officer seeking indemnification as they are incurred, provided the non-employee director or officer executes an agreement to repay the amount to be paid or reimbursed if there is a final determination by a court of competent jurisdiction that such person is not entitled to indemnification.
In addition, the structuring of future transactions may take into consideration these tax or other considerations even where no similar benefit would accrue to us. For additional information, see “Item 13.
In addition, the structuring of future transactions may take into consideration these tax or other considerations even where no similar benefit would accrue to us. For additional information, see “Item 13.
ITEM 1A. RISK FACTORS Investing in our Class A common stock involves risks. You should carefully consider the following risks and uncertainties, as well as the other information contained in this Annual Report, including those described in “Cautionary Statement Regarding Forward-Looking Statements.” The risks and uncertainties described below are not the only ones we face.
ITEM 1A. RISK FACTORS Investing in our Class A common stock involves risks. You should carefully consider the following risks and uncertainties, as well as the other information contained in this Annual Report, including those described in “Cautionary Statement Regarding Forward-Looking Statements.” The risks and uncertainties described below are not the only ones we face.
We cannot assure you that the analogies we draw from available data from other wells, more fully explored prospects or producing fields will be applicable to our drilling prospects. 21 Table of Contents Seismic data is subject to interpretation and may not accurately identify the presence of drilling hazards, which could adversely affect the results of our drilling operations.
We cannot assure you that the analogies we draw from available data from other wells, more fully explored prospects or producing fields will be applicable to our drilling prospects. Seismic data is subject to interpretation and may not accurately identify the presence of drilling hazards, which could adversely affect the results of our drilling operations.
In response to findings that emissions of carbon dioxide, methane and other GHGs present an endangerment to public health and the environment and in the absence of comprehensive federal legislation on GHG emission control, the EPA has adopted regulations pursuant to the federal Clean Air Act (the “CAA”) to reduce GHG emissions from various sources, but the future of these regulations is not clear.
In response to findings that emissions of carbon dioxide, methane and other GHGs present an endangerment to public health and the environment and in the absence of comprehensive federal legislation on GHG emission control, the EPA has adopted regulations pursuant to the CAA to reduce GHG emissions from various sources, but the future of these regulations is not clear.
We are subject to stringent and complex federal, state and local environmental, health and safety (“EHS”) laws and regulations, including laws and regulations governing the discharge of materials into the environment, emissions controls and other environmental protection and occupational health and safety concerns.
We are subject to stringent and complex federal, state and local environmental, health and safety (“EHS”) laws and regulations, including laws and regulations governing the discharge of materials into the environment, emissions controls and other environmental protection and occupational health and safety concerns.
Based on that evaluation, we concluded that our disclosure controls and procedures were ineffective as of December 31, 2024 due to material weaknesses identified in our internal control over financial reporting.
Based on that evaluation, we concluded that our disclosure controls and procedures were ineffective as of December 31, 2025 due to material weaknesses identified in our internal control over financial reporting.
Our management will monitor the effectiveness of its remediation plans and will make changes management determines to be appropriate. As of December 31, 2024, these material weaknesses have not yet been remediated.
Our management will monitor the effectiveness of its remediation plans and will make changes management determines to be appropriate. As of December 31, 2025, these material weaknesses have not yet been remediated.
Although our directors and officers are accountable to us and must exercise good faith, good business judgement and integrity in handling our affairs, our Charter and the indemnification agreements that we entered into with all of our non-employee directors and officers provide that our non-employee directors and officers will be indemnified to the fullest extent permitted under Delaware 35 Table of Contents law.
Although our directors and officers are accountable to us and must exercise good faith, good business judgement and integrity in handling our affairs, our Charter and the indemnification agreements that we entered into with all of our non-employee directors and officers provide that our non-employee directors and officers will be indemnified to the fullest extent permitted under Delaware law.
Certain environmental laws and regulations, such as the Comprehensive Environmental Response Compensation and Liability Act (“CERCLA”) and comparable state laws, may impose strict, retroactive and joint and several, liability for environmental contamination, including the release of hazardous substances, which could render us potentially liable for remediation costs, damage to natural resources or other damages, without regard to fault or the legality of the conduct at the time of the release or if contamination was caused by prior owners, operators or other third parties.
Certain environmental laws and regulations, such as CERCLA and comparable state laws, may impose strict, retroactive and joint and several, liability for environmental contamination, including the release of hazardous substances, which could render us potentially liable for remediation costs, damage to natural resources or other damages, without regard to fault or the legality of the conduct at the time of the release or if contamination was caused by prior owners, operators or other third parties.
Terrorist attacks, including eco-terrorism, the threat of terrorist attacks, whether domestic or foreign, as well as military or other actions taken in response to these acts, could affect the energy industry, the environment and industry related economic conditions, 29 Table of Contents including our operations, the operations of our customers, as well as general economic conditions, consumer confidence, spending and market liquidity.
Terrorist attacks, including eco-terrorism, the threat of terrorist attacks, whether domestic or foreign, as well as military or other actions taken in response to these acts, could affect the energy industry, the environment and industry related economic conditions, including our operations, the operations of our customers, as well as general economic conditions, consumer confidence, spending and market liquidity.
A material weakness (as defined in Rule 12b-2 under the Exchange Act) is a deficiency, or a combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of a company’s annual or interim financial statements will not be prevented or detected on a timely basis.
A material weakness (as defined in Rule 12b-2 under the Exchange Act) is a deficiency, or a combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of a company’s annual or interim financial statements will not be prevented or detected on a timely basis.
Our amended and restated certificate of incorporation (“Charter”) and amended and restated bylaws (“Bylaws”), as well as Delaware law, contain provisions that could discourage acquisition bids or merger proposals, which may adversely affect the market price of our Class A common stock. Our Charter authorizes our board of directors to issue preferred stock without stockholder approval.
Our Charter and amended and restated bylaws (“Bylaws”), as well as Delaware law, contain provisions that could discourage acquisition bids or merger proposals, which may adversely affect the market price of our Class A common stock. Our Charter authorizes our board of directors to issue preferred stock without stockholder approval.
Circumstances may arise in the future when the interests of the Legacy Owners conflict with the interests of our stockholders. 40 Table of Contents Risks Related to Environmental and Regulatory Matters Our operations are subject to stringent environmental, health and safety laws and regulations that may expose us to significant costs and liabilities that could exceed current expectations.
Circumstances may arise in the future when the interests of the Legacy Owners conflict with the interests of our stockholders. Risks Related to Environmental and Regulatory Matters Our operations are subject to stringent environmental, health and safety laws and regulations that may expose us to significant costs and liabilities that could exceed current expectations.
For additional information, see “—Our development projects and acquisitions require substantial capital expenditures.
For additional information, see “—Our development projects and acquisitions require substantial capital expenditures.
As a result, Pearl and NGP may, from time to time, acquire interests in businesses that directly or indirectly compete with our business, as well as businesses that are our customers or suppliers.
As a result, Pearl, NGP, Quantum and Carnelian may, from time to time, acquire interests in businesses that directly or indirectly compete with our business, as well as businesses that are our customers or suppliers.
As a result, our stockholders may have fewer rights against our non-employee directors and officers than they would have absent such provisions in our Charter and indemnification agreements, and a stockholder’s ability to seek and recover damages for a breach of fiduciary duties may be reduced or restricted.
As a result, our stockholders may have fewer rights against our non-employee directors and officers than they would have absent such provisions in our Charter and indemnification agreements, and a stockholder’s ability to seek and recover damages for a breach of fiduciary duties may be reduced or restricted.
In addition, some provisions of our Charter and Bylaws could make it more difficult for a third party to acquire control of us, even if the change of control would be beneficial to our stockholders, including: • authorizing “blank check” preferred stock that our board of directors could issue to increase the number of outstanding shares to discourage a takeover attempt; • prohibiting stockholders from acting by written consent at any time when Pearl beneficially owns, in the aggregate, less than 35% in voting power of our common stock; • limitations on the ability of our stockholders to call special meetings; 34 Table of Contents • the requirement that the affirmative vote of holders representing at least 66 2/3% of the voting power of all outstanding shares of capital stock (or a majority of the voting power of all outstanding shares of capital stock if Pearl beneficially owns at least 35% of the voting power of all such outstanding shares) be obtained to amend our Bylaws, to remove directors or to amend our certificate of incorporation; • providing that the board of directors is expressly authorized to adopt, or to alter or repeal, our Bylaws; and • establishing advance notice and certain information requirements for nominations for election to our board of directors or for proposing matters that can be acted upon by stockholders at stockholder meetings.
In addition, some provisions of our Charter and Bylaws could make it more difficult for a third party to acquire control of us, even if the change of control would be beneficial to our stockholders, including: • authorizing “blank check” preferred stock that our board of directors could issue to increase the number of outstanding shares to discourage a takeover attempt; • prohibiting stockholders from acting by written consent at any time when Pearl beneficially owns, in the aggregate, less than 35% in voting power of our common stock; • limitations on the ability of our stockholders to call special meetings; • the requirement that the affirmative vote of holders representing at least 66 2/3% of the voting power of all outstanding shares of capital stock (or a majority of the voting power of all outstanding shares of capital stock if Pearl beneficially owns at least 35% of the voting power of all such outstanding shares) be obtained to amend our Bylaws, to remove directors or to amend our certificate of incorporation; • providing that the board of directors is expressly authorized to adopt, or to alter or repeal, our Bylaws; and 39 Tabl e of Contents • establishing advance notice and certain information requirements for nominations for election to our board of directors or for proposing matters that can be acted upon by stockholders at stockholder meetings.
If the creditworthiness of our counterparties deteriorates and results in their nonperformance, we could incur a significant loss with respect to our derivative contracts. 31 Table of Contents The failure of our hedge counterparties, significant customers or working interest holders to meet their obligations to us may adversely affect our financial results.
If the creditworthiness of our counterparties deteriorates and results in their nonperformance, we could incur a significant loss with respect to our derivative contracts. The failure of our hedge counterparties, significant customers or working interest holders to meet their obligations to us may adversely affect our financial results.
For additional information, see “Item 13. Certain Relationships and Related Transactions, and Director Independence—Tax Receivable Agreement.” In certain cases, payments under the Tax Receivable Agreement may be accelerated and/or significantly exceed the actual benefits we realize, if any, in respect of the tax attributes subject to the Tax Receivable Agreement.
For additional information, see “Item 13. Certain Relationships and Related Transactions, and Director Independence—Tax Receivable Agreement.” In certain cases, payments under the Tax Receivable Agreement may be accelerated and/or significantly exceed the actual benefits we realize, if any, in respect of the tax attributes subject to the Tax Receivable Agreement.
The process also requires economic assumptions about matters such as commodity prices, drilling and operating expenses, capital expenditures, taxes and availability of funds. 19 Table of Contents Actual future production, commodity prices, revenues, taxes, development expenditures, operating expenses and quantities of recoverable reserves may vary materially from our estimates.
The process also requires economic assumptions about matters such as commodity prices, drilling and operating expenses, capital expenditures, taxes and availability of funds. Actual future production, commodity prices, revenues, taxes, development expenditures, operating expenses and quantities of recoverable reserves may vary materially from our estimates.
We could experience further material write-downs as a result of other factors, including low production results or high lease operating expenses, capital expenditures or transportation fees. Risks Related to Our Reserves, Leases and Drilling Locations Reserve estimates depend on many assumptions that may turn out to be inaccurate.
We could experience further material write-downs as a result of other factors, including low production results or high lease operating expenses, capital expenditures or transportation fees. 21 Tabl e of Contents Risks Related to Our Reserves, Leases and Drilling Locations Reserve estimates depend on many assumptions that may turn out to be inaccurate.
We are a holding company and have no material assets other than our equity interest in INR Holdings. For additional information, see “Item 1.
We are a holding company and have no material assets other than our equity interest in INR Holdings. For additional information, see “Item 1.
As a result, we may be required to reclassify certain of our PUDs if we do not drill those wells within the required five-year timeframe. 20 Table of Contents Our undeveloped acreage must be drilled before lease expiration to hold the acreage by production.
As a result, we may be required to reclassify certain of our PUDs if we do not drill those wells within the required five-year timeframe. Our undeveloped acreage must be drilled before lease expiration to hold the acreage by production.
To the extent we transact with counterparties in foreign jurisdictions, we may become subject to such regulations, which could have adverse effects on our operations similar to the possible effects on our operations of the Dodd-Frank Act’s swap regulatory provisions and the rules of the CFTC.
To the extent we transact with counterparties in foreign jurisdictions, we may become subject to such regulations, which could have adverse effects on our operations similar to the possible effects on our operations of the Dodd-Frank Act’s swap regulatory provisions and the rules of the CFTC.
Conflicts of interest could arise in the future between us and Pearl, NGP and their respective affiliates, including their portfolio companies concerning conflicts over our operations or business opportunities. Pearl and NGP are both investment firms and have investments in other companies in the energy industry.
Conflicts of interest could arise in the future between us and Pearl, NGP, Quantum, Carnelian and their respective affiliates, including their portfolio companies concerning conflicts over our operations or business opportunities. Pearl, NGP, Quantum and Carnelian are investment firms and have investments in other companies in the energy industry.
ESG-related disclosure continues to emerge as an area where we may be, or may become, subject to required disclosures in certain jurisdictions, depending on our purported nexus to such jurisdictions and any such mandatory disclosures may similarly necessitate the use of hypothetical, projected or estimated data, some of which is not controlled by us and is inherently subject to imprecision.
ESG-related disclosure continue to be an area where we may be, or may become, subject to required disclosures in certain jurisdictions, depending on our purported nexus to such jurisdictions and any such mandatory disclosures may similarly necessitate the use of hypothetical, projected or estimated data, some of which is not controlled by us and is inherently subject to imprecision.
If these prices decline, we will record an impairment, which is a non-cash charge to earnings, if we determine that an asset’s carrying value exceeds its estimated fair value. Impairment expense may have a material adverse effect on our earnings.
If these prices decline, we will record an impairment, which is a non-cash charge to earnings, if we determine that an asset’s carrying value exceeds its estimated fair value. Impairment expense may have a material adverse effect on our earnings.
Such effects could adversely affect or delay demand for our products, or our customers’ products, or cause us to incur significant costs in preparing for, or responding to, the effects thereof.
Such effects could adversely affect or delay demand for our products, or our customers’ products, or cause us to incur significant costs in preparing for, or responding to, the effects thereof.
We may be unable to obtain any required capital or financing on satisfactory terms, which could lead to a decline in our production and reserves.” Any drilling activities we are able to conduct on these locations may not be successful, may not result in production or additions to our estimated proved reserves and could result in a downward revision of our estimated proved reserves, which could have a material adverse effect on the borrowing base under our Credit Facility or our future business and results of operations.
We may be unable to obtain any required capital or financing on satisfactory terms, which could lead to a decline in our production and reserves.” Any drilling activities we are able to conduct on these locations may not be successful, may not result in production or additions to our estimated proved reserves and could result in a downward revision of our estimated proved reserves, which could have a material adverse effect on the borrowing base under our 23 Tabl e of Contents Credit Facility or our future business and results of operations.
There have been efforts in recent years, for example, to influence the investment community, including investment advisors, insurance companies and certain sovereign wealth, pension and endowment funds and other groups, by promoting divestment of fossil fuel equities and pressuring lenders to limit funding and insurance underwriters to limit coverages to companies engaged in the extraction of fossil fuel reserves.
There have been efforts in recent years, for example, to influence the investment community, including investment advisors, 50 Tabl e of Contents insurance companies and certain sovereign wealth, pension and endowment funds and other groups, by promoting divestment of fossil fuel equities and pressuring lenders to limit funding and insurance underwriters to limit coverages to companies engaged in the extraction of fossil fuel reserves.
We may be unable to obtain any required capital or financing on satisfactory terms, which could lead to a decline in our production and reserves.” Delays in the development of our reserves, increases in costs to drill and develop such reserves or decreases in commodity prices will reduce the PV-10 value of our estimated PUDs and future net cash flows estimated for such reserves and may result in some projects becoming uneconomic.
We may be unable to obtain any required capital or financing on satisfactory terms, which could lead to a decline in our production and reserves.” Delays in the development of our reserves, increases in costs to drill and develop such reserves or decreases in commodity prices will reduce the PV-10 value of our estimated PUDs and future net cash flows estimated for such reserves and may result in 22 Tabl e of Contents some projects becoming uneconomic.
Increasing attention from governmental and regulatory bodies, investors, consumers, industry and other stakeholders on combating climate change, together with technological advances in fuel economy and energy generation devices as well as climate change activism, governmental requirements and societal expectations on companies to address climate change, may create new competitive conditions that result in reduced demand for the oil, natural gas or NGLs we produce for our customers’ products.
Increased attention from governmental and regulatory bodies, investors, consumers, industry and other stakeholders on combating climate change, together with technological advances in fuel economy and energy generation devices as well as climate change activism, governmental requirements and societal expectations on companies to address climate change, may create competitive conditions that result in reduced demand for the oil, natural gas or NGLs we produce for our customers’ products.

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Item 1C. Cybersecurity

Cybersecurity — threats and controls disclosure

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For more information about the cybersecurity risks we face, refer to “Item 1A. Risk Factors” in this Annual Report.
For more information about the cybersecurity risks we face, refer to “Item 1A. Risk Factors” in this Annual Report.
A key element of our cybersecurity response program is the regular and redundant point-in-time backup of critical configurations and files. The backup information is stored both locally and at off-site locations for additional security. Governance Our board of directors oversees our cybersecurity risk management program through the Audit Committee.
A key element of our cybersecurity response program is the regular and redundant point-in-time backup of critical configurations and files. Governance Our board of directors oversees our cybersecurity risk management program through the Audit Committee.
Our management team, including our Senior Vice President of Operations, provides periodic updates on cybersecurity matters to the Audit Committee, which relays them to the board of directors as needed.
Our management team, including our Vice President of Technology, provides periodic updates on cybersecurity matters to the Audit Committee, which relays them to the board of directors as needed. Our Vice President of Technology has primary responsibility for assessing and managing cybersecurity risks and leading our overall cybersecurity posture, including the engagement of external third parties to assist us.
Our Senior Vice President of Operations has primary responsibility for assessing and managing cybersecurity risks and leading our overall cybersecurity posture, including the engagement of external third parties to assist us. Our Senior Vice President of Operations has 10 years of experience in the field of information systems and cybersecurity.
Our Vice President of Technology has 30 years of experience in the field of information systems and cybersecurity.

Item 2. Properties

Properties — owned and leased real estate

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ITEM 2. PROPERTIES Information about our properties is incorporated herein by reference to “Item 1. Business” of Part I of this Annual Report. Our corporate headquarters is located in leased office space in Morgantown, West Virginia. We also lease office space in Greenwich, Connecticut, Houston, Texas and Marietta, Ohio.
ITEM 2. PROPERTIES Information about our properties is incorporated herein by reference to “Item 1. Business” of Part I of this Annual Report. Our corporate headquarters is located in leased office space in Morgantown, West Virginia. We also lease office space in Stamford, Connecticut, Houston, Texas and Marietta, Ohio.

Item 3. Legal Proceedings

Legal Proceedings — active lawsuits and investigations

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We do not believe that any existing claims or proceedings will have a material effect on our business, consolidated financial condition or results of operations. ITEM 4. MINE SAFETY DISCLOSURES Not applicable. 48 Table of Contents PART II
We do not believe that any existing claims or proceedings will have a material effect on our business, consolidated financial condition or results of operations. 54 Tabl e of Contents ITEM 4. MINE SAFETY DISCLOSURES Not applicable. PART II

Item 5. Market for Registrant's Common Equity

Market for Common Equity — stock, dividends, buybacks

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Any such determination will also depend upon our business prospects, results of operations, financial condition, cash requirements and availability and other factors that our board of directors may deem relevant. Securities Authorized for Issuance Under Equity Compensation Plans Information about securities authorized for issuance under our equity compensation plans is incorporated herein by reference to “Item 12.
Any such determination will also depend upon our business prospects, results of operations, financial condition, cash requirements and availability and other factors that our board of directors may deem relevant. Securities Authorized for Issuance Under Equity Compensation Plans Information about securities authorized for issuance under our equity compensation plans is incorporated herein by reference to “Item 12.
Any distributions by INR Holdings will be made to the INR Unit Holders and us on a pro rata basis in accordance with our respective percentage ownership of INR Units. Our Credit Facility contains certain covenants that restrict, subject to certain exceptions, our ability to pay dividends.
Any distributions by INR Holdings will be made to the INR Unit Holders and us on a pro rata basis in accordance with our respective percentage ownership of INR Units. Our Credit Facility and Certificate of Designation contain certain covenants that restrict, subject to certain exceptions, our ability to pay dividends.
ITEM 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES Market Information On January 31, 2025, our Class A common stock began trading on the NYSE under the symbol “INR.” Prior to that time, there was no public market for our Class A common stock.
ITEM 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES Market Information On January 31, 2025, our Class A common stock began trading on the NYSE under the symbol “INR.” Prior to that time, there was no public market for our Class A common stock.
Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters” of Part III of this Annual Report.
Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters” of Part III of this Annual Report. Recent Sales of Unregistered Securities None.
There is no public trading market for our Class B common stock. Holders of Common Stock As of March 21, 2025, there was one shareholder of record of our Class A common stock and 15 holders of record of our Class B common stock.
There is no public trading market for our Class B common stock. Holders of Common Stock As of March 5, 2026, there were six stockholders of record of our Class A common stock and 14 holders of record of our Class B common stock.
Dividend Policy We currently intend to retain all available funds and any future earnings to fund the development and growth of our business, and therefore we do not anticipate declaring or paying any cash dividends on our Class A common stock in the foreseeable future.
The information in this Annual Report appearing under the heading “Stock Performance Graph” is being “furnished” pursuant to Item 2.01(e) of Regulation S-K under the Securities Act and shall not be deemed to be “soliciting material” or “filed” with the SEC or subject to Regulation 14A or 14C, other than as provided in Item 2.01(e) of Regulation S-K, or to the liabilities of Section 18 of the Exchange Act and shall not be deemed incorporated by reference into any filing under the Securities Act of the Exchange Act except to the extent that we specifically request that it be treated as such. 55 Tabl e of Contents Dividend Policy We currently intend to retain all available funds and any future earnings to fund the development and growth of our business, and therefore we do not anticipate declaring or paying any cash dividends on our Class A common stock in the foreseeable future.
Removed
Recent Sales of Unregistered Securities On January 30, 2025, in connection with the recapitalization of INR Holdings, we issued an aggregate of 45,638,889 shares of Class B common stock to the Legacy Owners in exchange for the cancellation of their existing equity interests. No underwriters were involved in the foregoing issuances of securities.
Added
The number of holders does not include the stockholders for whom shares of our Class A common stock are held in a “nominee” or “street” name.
Removed
Such issuance was undertaken in reliance on an exemption from the registration requirements of the Securities Act pursuant to Section 4(a)(2) thereof as sales by an issuer not involving any public offering.
Added
Stock Performance Graph The performance graph below compares the cumulative total stockholder return on our Class A common stock (under the ticker symbol “INR”) to that of the Russell 2000 Index (“Russell 2000”) and the Standard & Poor’s 500 Oil and Gas Exploration & Production ETF (“XOP”).
Removed
The Company’s reliance upon Section 4(a)(2) of the Securities Act was based upon the following factors: (a) the issuance of the shares was an isolated private transaction by us which did not involve a public offering and (b) there was a limited number of recipients.
Added
The “cumulative total return” assumes that $100 was invested, including reinvestment of dividends, if any, in our Class A common stock, the Russell 2000, and XOP on January 31, 2025 (the date our Class A common stock began trading on the NYSE) and tracks it through December 31, 2025.
Removed
Use of Proceeds On February 3, 2025, we completed the IPO of 13,250,000 shares of Class A common stock at a price to the public of $20.00 per share, less underwriting discounts and commission.
Added
The results shown in the graph below are not necessarily indicative of future stock price performance.
Removed
On February 6, 2025, the underwriters fully exercised their option to purchase an additional 1,987,500 shares of Class A common stock at the public offering price of $20.00 per share, less underwriting discounts and commissions.
Added
Holders of Series A Preferred Stock are entitled to dividends (i) at the rate of 8% per annum until the five year anniversary of the issuance of the Series A Preferred Stock, and (ii) at the rate of 12% per annum after the five year anniversary of the issuance of the Series A Preferred Stock.
Removed
The IPO, including the full exercise of the underwriters’ overallotment option, generated gross proceeds of approximately $304.8 million, which resulted in net proceeds to us of approximately $286.5 million, after deducting underwriting discounts and commissions of approximately $18.3 million.
Added
Holders of Series A Preferred Stock will also be entitled to participate in any dividends or other distributions declared or paid in cash on the shares of Class A common stock, on an as-converted basis.
Removed
All shares issued and sold were registered pursuant to a registration statement on Form S-1 (File No. 333-282502), as amended (the “Registration Statement”), declared effective by the SEC on January 30, 2025. Citigroup Global Markets Inc., Raymond James & Associates, Inc. and RBC Capital Markets, LLC acted as representatives of the underwriters for the IPO.
Added
Issuer Repurchases of Equity Securities On November 10, 2025, our board of directors authorized a common share repurchase program (the “Share Repurchase Program”), whereby we may purchase up to an aggregate of $75 million of our Class A common stock.
Removed
The IPO commenced January 21, 2025 and terminated after the sale of all securities registered pursuant to the Registration Statement.
Added
Repurchases under the Share Repurchase Program may be made from time to time in the open market, in privately negotiated transactions, through purchases made in accordance with Rule 10b5-1 of the Exchange Act, or by such other means as will comply with applicable state and federal securities laws.
Removed
No offering expenses were paid or are payable, directly or indirectly, to (i) any of our officers or directors or their associates, (ii) any persons owning 10% or more of any class of our equity securities or (iii) any of our affiliates. We contributed all of the net proceeds from the IPO to INR Holdings.
Added
The timing of any such repurchases will depend on market conditions, contractual limitations and other considerations. The Share Repurchase Program may be extended, modified, suspended or discontinued at any time, and does not obligate the Company to repurchase any dollar amount or number of shares.
Removed
In turn, INR Holdings used all of the net proceeds (net of underwriting discounts) from the IPO after paying certain offering expenses to repay $285.0 million of outstanding borrowings under the Credit Facility.
Added
The Inflation Reduction Act of 2022 (the "IRA 2022") provides for, among other things, the imposition of a 1% non-deductible U.S. federal excise tax on the fair market value of any stock repurchased by a publicly traded domestic corporation during any taxable year, with the fair market value of such repurchased stock reduced by the fair market value of certain stock issued by such corporation during such taxable year (such exercise tax, the "Stock Buyback Tax").
Removed
There has been no material change in the expected use of the net proceeds from the IPO as described under the heading “Use of Proceeds” in our final prospectus filed with the SEC on February 3, 2025 pursuant to Rule 424(b)(4) relating to the Registration Statement. 49 Table of Contents Stock Repurchases We did not repurchase any equity securities registered under Section 12 of the Exchange Act during the three months ended December 31, 2024.
Added
In the past, there have been proposals to increase the amount of the Stock Buyback Tax from 1% to 4%; however, it is unclear whether such a change in the amount of the excise tax will be enacted and, if enacted, how soon any such change could take effect.
Added
The Stock Buyback Tax first applied to our stock repurchase program in the year ended December 31, 2025, and will continue to apply in subsequent taxable years.
Added
The following table sets forth our share purchase activity for each period presented: 56 Tabl e of Contents Period Total Number of Shares Purchased Average Price Paid Per Share Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs Approximate Dollar Amount of Shares that May Yet Be Purchased Under Plans or Programs October 1, 2025 – October 31, 2025 — $ — — $ — November 1, 2025 – November 30, 2025 — — — — December 1, 2025 – December 31, 2025 87,132 $ 13.60 87,132 $ 73,814,971 Total 87,132 $ 13.60 87,132 ITEM 6. [RESERVED]

Item 7. Management's Discussion & Analysis

Management's Discussion & Analysis (MD&A) — revenue / margin commentary

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In connection with preparing of our financial statements, we are required to make assumptions and estimates about future events, and to apply judgments that affect the reported amounts of assets, liabilities, revenue, expense and the related disclosures.
In connection with preparing our financial statements, we are required to make assumptions and estimates about future events, and to apply judgments that affect the reported amounts of assets, liabilities, revenue, expense and the related disclosures.
Business—Corporate Reorganization,” Infinity Natural Resources entered into a Tax Receivable Agreement in connection with the closing of the IPO under which it is contractually committed to pay the Legacy Owners 85% of the net cash savings, if any, in U.S. federal, state and local income tax that Infinity Natural Resources (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 Tax Receivable Agreement, which includes certain mergers, asset sales and other forms of business combinations and certain changes to the composition of the INR board of directors) or the Tax Receivable Agreement 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 INR Units and the corresponding surrender of an equivalent number of shares of Class B common stock by the Existing Owners for a number of shares of Class A common stock on a one-for-one basis or, at our option, the receipt of an equivalent amount of cash pursuant to the INR Holdings LLC Agreement and (ii) imputed interest deemed to be paid by us as a result of, and additional tax basis arising from, any payments we make under the Tax Receivable Agreement.
Business—Corporate Reorganization,” Infinity Natural Resources entered into a Tax Receivable Agreement in connection with the closing of the IPO under which it is contractually committed to pay the Legacy Owners 85% of the net cash savings, if any, in U.S. federal, state and local income tax that Infinity Natural Resources (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 Tax Receivable Agreement, which includes certain mergers, asset sales and other forms of business combinations and certain changes to the composition of the INR board of directors) or the Tax Receivable Agreement 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 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 a one-for-one basis or, at our option, the receipt of an equivalent amount of cash pursuant to the INR Holdings LLC Agreement and (ii) imputed interest deemed to be paid by us as a result of, and additional tax basis arising from, any payments we make under the Tax Receivable Agreement.
Business—Corporate Reorganization.” Our historical financial data may not yield an accurate indication of what our actual results would have been if those transactions had been completed at the beginning of the periods presented or of what our future results of operations are likely to be.
Business—Corporate Reorganization.” Our historical financial data may not yield an accurate indication of what our actual results would have been if those transactions had been completed at the beginning of the periods presented or of what our future results of operations are likely to be.
Although we cannot provide any assurance that cash flows from operations or other sources of needed capital will be available to us at acceptable terms, or at all, and noting that our ability to access the public or private debt or equity capital markets at economic 56 Table of Contents terms in the future will be affected by general economic conditions, the domestic and global oil and financial markets, our operational and financial performance, the value and performance of our debt or equity securities, prevailing commodity prices and other macroeconomic factors outside of our control, we believe that based on our current expectations and projections, we have sufficient liquidity to fund future operations and to meet obligations as they become due for at least one year following the date that our consolidated financial statements are issued.
Although we cannot provide any assurance that cash flows from operations or other sources of needed capital will be available to us at acceptable terms, or at all, and noting that our ability to access the public or private debt or equity capital markets at economic terms in the future will be affected by general economic conditions, the domestic and global oil and financial markets, our operational and financial performance, the value and performance of our debt or equity securities, prevailing commodity prices and other macroeconomic factors outside of our control, we believe that based on our current expectations and projections, we have sufficient liquidity to fund future operations and to meet obligations as they become due for at least one year following the date that our consolidated financial statements are issued.
Any excess of the net book value, less deferred income taxes (which our predecessor, INR Holdings, has not been subject to historically for federal income tax purposes), is generally written off as an expense. We did not record any impairment of oil and natural gas properties for years ended December 31, 2024 and 2023.
Any excess of the net book value, less deferred income taxes (which our predecessor, INR Holdings, has not been subject to historically for federal income tax purposes), is generally written off as an expense. We did not record any impairment of oil and natural gas properties for years ended December 31, 2025 and 2024.
Accordingly, we can choose to defer or accelerate a portion of our planned capital expenditures depending on a variety of factors, including but not limited to: (i) prevailing and anticipated prices for oil and natural gas; (ii) the success of our drilling activities; (iii) the availability of necessary equipment, infrastructure and capital; (iv) the receipt and timing of required regulatory permits and approvals; (v) seasonal conditions; (vi) property or land acquisition costs; and (vii) the level of participation by other working interest owners.
Accordingly, we can choose to defer or accelerate a portion of our planned capital expenditures depending on 62 Table of Contents a variety of factors, including but not limited to: (i) prevailing and anticipated prices for oil and natural gas; (ii) the success of our drilling activities; (iii) the availability of necessary equipment, infrastructure and capital; (iv) the receipt and timing of required regulatory permits and approvals; (v) seasonal conditions; (vi) property or land acquisition costs; and (vii) the level of participation by other working interest owners.
Risk Factors” in this Annual Report, all of which are difficult to predict. In light of these risks, uncertainties and assumptions, the forward-looking events discussed may not occur. We do not undertake any obligation to publicly update any forward-looking statements except as otherwise required by applicable law.
Risk Factors” in this Annual Report, all of which are difficult to predict. In light of these risks, uncertainties and assumptions, the forward-looking events discussed may not occur. We do not undertake any obligation to publicly update any forward-looking statements except as otherwise required by applicable law.
Changes in the fair values of our commodity derivative instruments have a significant impact on our net income because we follow mark-to-market accounting and recognize all gains and losses on such instruments in earnings in the period in which they occur. Tax Receivable Agreement As described in “Item 1.
Changes in the fair values of our commodity derivative instruments have a significant impact on our net income because we follow mark-to-market accounting and recognize all gains and losses on such instruments in earnings in the period in which they occur. Tax Receivable Agreement As described in “Item 1.
Management believes that the following accounting estimates are those most critical to fully understanding and evaluating our reported financial results, and they require management’s most difficult, subjective or complex judgments, resulting from the need to make estimates about the effect of matters that are inherently uncertain.
Management believes that the following accounting estimates are those most critical to fully understanding and evaluating our reported financial results, and they require management’s most difficult, subjective or complex judgments, resulting from the need to make estimates about the effect of matters that are inherently uncertain.
The Company will account for amounts payable under the Tax Receivable Agreement in accordance with Accounting Standard Codification Topic 450, Contingencies . JOBS Act The JOBS Act permits us, as an “emerging growth company,” to take advantage of an extended transition period to comply with new or revised accounting standards applicable to public companies.
The Company will account for amounts payable under the Tax Receivable Agreement in accordance with Accounting Standard Codification Topic 450, Contingencies . JOBS Act The JOBS Act permits us, as an “emerging growth company,” to take advantage of an extended transition period to comply with new or revised accounting standards applicable to public companies.
Business—Corporate Reorganization.” Overview We are a growth oriented independent energy company focused on the acquisition, development, and production of hydrocarbons in the Appalachian Basin. We are focused on creating shareholder value through the identification and disciplined development of low-risk, highly economic oil and natural gas assets while maintaining a strong and flexible balance sheet.
Overview We are a growth oriented independent energy company focused on the acquisition, development, and production of hydrocarbons in the Appalachian Basin. We are focused on creating shareholder value through the identification and disciplined development of low-risk, highly economic oil and natural gas assets while maintaining a strong and flexible balance sheet.
Our production is entirely from within the continental United States and is similarly sold to purchasers within the United States; however, some of our production revenues are attributable to customers who may export our products. 51 Table of Contents Increases or decreases in our revenue, profitability and future production growth are highly dependent on the commodity prices we receive.
Our production is entirely from within the continental United States and is similarly sold to purchasers within the United States; however, some of our production revenues are attributable to customers who may export our products. Increases or decreases in our revenue, profitability and future production growth are highly dependent on the commodity prices we receive.
The projection of future taxable income and utilization of tax attributes associated with the Tax Receivable Agreement involve estimates which require significant judgment. The amount of the Company’s actual taxable income (which may differ from our estimates), passage of future legislation, or consummation of significant transactions in the future may significantly impact the liability related to the Tax Receivable Agreement.
The projection of future taxable income and utilization of tax attributes associated with the Tax Receivable Agreement involve estimates which require significant judgment. The amount of the Company’s actual taxable income (which may differ from our estimates), passage of future legislation, or consummation of significant transactions in the future may significantly impact the liability related to the Tax Receivable Agreement.
When the settlement price is below the ceiling price, the call option expires worthless. The following tables provide information about our derivative financial instruments as of December 31, 2024.
When the settlement price is below the ceiling price, the call option expires worthless. The following tables provide information about our derivative financial instruments as of December 31, 2025.
Production taxes in Ohio are based on our production at the wellhead, while ad valorem taxes are generally based on the assessed taxable value of our proved developed oil and gas properties and vary across the different counties in which we operate.
Production taxes in Ohio are based on our production at the wellhead, while ad valorem 61 Table of Contents taxes are generally based on the assessed taxable value of our proved developed oil and gas properties and vary across the different counties in which we operate.
However, because future events and their effects cannot be determined with certainty, actual results could differ materially from our assumptions and estimates. Our significant accounting policies are discussed in our audited financial statements included in “Item 8. Financial Statements and Supplementary Data” in this Annual Report.
However, because future events and their effects cannot be determined with certainty, actual results could differ materially from our assumptions and estimates. Our significant accounting policies are discussed in our audited financial statements included in “Item 8. Financial Statements and Supplementary Data” in this Annual Report.
We are also required to recognize our derivative instruments on the consolidated balance sheets as assets or liabilities at fair value with such amounts classified as current or long-term based on their anticipated settlement dates.
We are also required to recognize our derivative instruments on the consolidated balance sheets as assets or liabilities at fair value with such amounts classified as current or long-term based 70 Table of Contents on their anticipated settlement dates.
Investing activities For the year ended December 31, 2024, we spent $249.5 million on capital expenditures in conjunction with our drilling and completion activities in which we drilled and brought online 14 gross operated wells and land and leasehold costs. We also spent $6.6 million on other property and equipment largely related to midstream activities.
We also spent $12.6 million on other property and equipment largely related to midstream activities. For the year ended December 31, 2024, we spent $249.5 million on capital expenditures in conjunction with our development activities in which we drilled and brought online 14 gross operated wells and land and leasehold costs.
Factors that could cause or contribute to such differences include, but are not limited to, future market prices for oil, natural gas and NGLs, future production volumes, estimates of proved reserves, capital expenditures, economic and competitive conditions, inflation, regulatory changes, and other uncertainties, as well as those factors discussed in “Cautionary Statement Regarding Forward-Looking Statements” and “Item 1A.
Factors that could cause or contribute to such differences include, but are not limited to, future market prices for oil, natural gas and NGLs, future production volumes, estimates of proved reserves, capital expenditures, economic and competitive conditions, inflation, regulatory changes, and other uncertainties, as well as those factors discussed in “Cautionary Statement Regarding Forward-Looking Statements” and “Item 1A.
Going forward, we expect our primary sources of liquidity to be cash flows from operations, borrowings incurred under our Credit Facility, proceeds from offerings of debt or equity securities, or proceeds from the sale of oil and gas properties.
Going forward, we expect our primary sources of liquidity to be cash flows from operations, borrowings incurred under our Credit Facility, proceeds from offerings of debt or equity securities, such as the Preferred Investment, or proceeds from the sale of oil and gas properties.
Factors That Significantly Affect Comparability of Our Financial Condition and Results of Operations Our historical financial condition and results of operations for the periods presented may not be comparable, either from period to period or going forward, for the following reasons: Public Company Expenses .
Factors That Significantly Affect Comparability of Our Financial Condition and Results of Operations Our historical financial condition and results of operations for the periods presented may not be comparable, either from period to period or going forward, for the following reasons: Corporate Reorganization.
We were in compliance with the covenants and applicable financial ratios described above as of December 31, 2023. Other long-term debt Other long-term debt principally relates to car loans associated with the Company’s car fleet to support the Company’s team to service and maintain its operated wells.
We were in compliance with the covenants and applicable financial ratios described above as of December 31, 2023. 68 Table of Contents Other long-term debt Other long-term debt principally relates to car loans associated with the Company’s car fleet to support the Company’s team to service and maintain its operated wells.
Refer to “Results of Operations” for more information on the impact of volumes and prices on revenues and on fluctuations in our operating costs between periods.
Refer to “Results of Operations” for more information on the impact of volumes and prices on revenues and on fluctuations in our operating costs between periods.
We did not record any impairment on our unevaluated properties for the years ended December 31, 2024 and 2023, but any such future impairment could potentially be material to our consolidated financial statements.
We did not 69 Table of Contents record any impairment on our unevaluated properties for the years ended December 31, 2025 and 2024, but any such future impairment could potentially be material to our consolidated financial statements.
ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS The following should be read in conjunction with our financial statements and related notes in “Item 8. Financial Statements and Supplementary Data” in this Annual Report. The following discussion contains “forward-looking statements” that reflect our future plans, estimates, beliefs and expected performance.
ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS The following should be read in conjunction with our financial statements and related notes in “Item 8. Financial Statements and Supplementary Data” in this Annual Report. The following discussion contains “forward-looking statements” that reflect our future plans, estimates, beliefs and expected performance.
The historical consolidated financial statements included in this Annual Report are based on the financial statements of our predecessor, INR Holdings, prior to our reorganization in connection with the IPO as described in “Item 1.
The 2023 and 2024 consolidated financial statements included in this Annual Report are based on the financial statements of our predecessor, INR Holdings, prior to our Corporate Reorganization in connection with the IPO as described in “Item 1.
We exercise significant judgment in determining the types of instruments to be used, the level of production volumes to include in our commodity derivative contracts, the prices at which we enter into commodity derivative contracts and counterparty creditworthiness.
We exercise significant judgment in determining the types of instruments to be used, the level of production volumes to include in our commodity derivative contracts, the prices at which we enter into commodity derivative contracts and counterparty creditworthiness. We do not use commodity derivative instruments for speculative or trading purposes.
We do not use commodity derivative instruments for speculative or trading purposes. 62 Table of Contents We have not designated our derivative instruments as hedges for accounting purposes and, as a result, mark our derivative instruments to fair value and recognize the cash and non-cash change in fair value on derivative instruments for each period in the consolidated statements of operations.
We have not designated our derivative instruments as hedges for accounting purposes and, as a result, mark our derivative instruments to fair value and recognize the cash and non-cash change in fair value on derivative instruments for each period in the consolidated statements of operations.
In determining future interest, we used outstanding amounts at December 31, 2024 and the average borrowing cost for calendar year 2024. (2) This amount includes commitments from drilling rig contracts, vehicle notes, and operating leases.
(2) This debt bears interest at the SOFR plus a borrowing spread. In determining future interest, we used outstanding amounts at December 31, 2025 and the average borrowing cost for calendar year 2025. (3) This amount includes commitments from drilling rig contracts, vehicle notes, and operating leases.
Our predecessor, INR Holdings, was organized as a limited liability company not subject to federal income taxes. Accordingly, no provision for federal income taxes has been provided for in our historical results of operations because taxable income was passed through to our members.
As a result, our cash interest expense was lower in 2025 than 2024. Income Taxes. Our predecessor, INR Holdings, was organized as a limited liability company not subject to federal income taxes. Accordingly, no provision for federal income taxes was provided for in our historical results of operations for 2024 because taxable income was passed through to our members.
We use a derivative portfolio and firm sales contracts to mitigate the risks of price volatility. 50 Table of Contents The following table highlights the quarterly average price trends for NYMEX WTI spot prices for crude oil and NYMEX Henry Hub index price for natural gas since the first quarter of 2023: 2023 2024 Q1 Q2 Q3 Q4 YE Q1 Q2 Q3 Q4 YE Oil (per Bbl) $ 76.08 $ 73.76 $ 82.29 $ 78.41 $ 77.64 $ 77.56 $ 81.72 $ 76.24 $ 70.73 $ 76.56 Gas (per MMBtu) $ 3.44 $ 2.09 $ 2.54 $ 2.88 $ 2.74 $ 2.25 $ 1.89 $ 2.15 $ 2.79 $ 2.77 Lower commodity prices and lower futures curves for oil and natural gas prices may result in impairments of our proved oil and natural gas properties or undeveloped acreage and may materially and adversely affect our operating cash flows, liquidity, financial condition, results of operations, future business and operations, and/or our ability to finance planned capital expenditures, which could in turn impact our ability to comply with covenants under our Credit Agreement.
The following table highlights the quarterly average price trends for NYMEX WTI spot prices for crude oil and NYMEX Henry Hub index price for natural gas since the first quarter of 2024: 57 Table of Contents 2024 2025 Q1 Q2 Q3 Q4 YE Q1 Q2 Q3 Q4 YE Oil (per Bbl) $ 77.56 $ 81.72 $ 76.24 $ 70.73 $ 76.56 $ 71.84 $ 64.63 $ 65.74 $ 59.64 $ 65.46 Gas (per MMBtu) $ 2.25 $ 1.89 $ 2.15 $ 2.79 $ 2.77 $ 3.65 $ 3.44 $ 3.07 $ 3.55 $ 3.43 Lower commodity prices and lower futures curves for oil and natural gas prices may result in impairments of our proved oil and natural gas properties or undeveloped acreage and may materially and adversely affect our operating cash flows, liquidity, financial condition, results of operations, future business and operations, and/or our ability to finance planned capital expenditures, which could in turn impact our ability to comply with covenants under our Credit Agreement.
During 2024 and 2023, our oil, natural gas, and NGL revenues were comprised of 63% and 53%, respectively, from the sale of oil, 20% and 31%, respectively, from the sale of natural gas, and 17% and 15%, respectively, from the sale of NGLs.
During 2025 and 2024, our oil, natural gas, and NGL revenues were comprised of 50% and 63%, respectively, from the sale of oil, 36% and 20%, respectively, from the sale of natural gas, and 14% and 17%, respectively, from the sale of NGLs.
This increase in LOE was primarily related to higher fixed and semi-variable well costs, such as water disposal, equipment rentals, repair work, wellhead chemicals, labor and electricity, associated with a higher well count from new producing wells drilled or acquired.
This decrease in LOE was primarily related to a combination of (a) lower fixed and semi-variable well costs, such as water disposal, equipment rentals, repair work, wellhead chemicals, labor and electricity, associated with a higher well count from new producing wells drilled or acquired and (b) higher volumes from our Pennsylvania Marcellus development. Production and ad valorem taxes .
We expect that the commodity market will continue to be volatile in the future. The prices we receive for our production, and the levels of our production, depend on numerous factors beyond our control.
We expect that the commodity market will continue to be volatile in the future. The prices we receive for our production, and the levels of our production, depend on numerous factors beyond our control. We use a derivative portfolio and firm sales contracts to mitigate the risks of price volatility.
Gathering, processing, and transportation (“GP&T”) for the year ended December 31, 2024, increased $18.2 million compared to the year ended December 31, 2023. This increase is attributed to additional wells brought online in Ohio between periods.
Gathering, processing, and transportation (“GP&T”) for the year ended December 31, 2025, increased $5.5 million compared to the year ended December 31, 2024. This increase was attributed to additional wells brought online in Ohio between periods.
During the period from January 1, 2023 through December 31, 2024, spot prices for NYMEX WTI crude oil ranged from $69.99 per Bbl to $89.43 per Bbl, while the range for NYMEX Henry Hub natural gas spot prices was between $1.57 per MMBtu and $4.75 per MMBtu.
During the period from January 1, 2024 through December 31, 2025, spot prices for NYMEX WTI crude oil ranged from $68.24 per Bbl to $85.35 per Bbl, while the range for NYMEX Henry Hub natural gas spot prices was between $1.57 per MMBtu and $3.91 per MMBtu.
We also spent $11.7 million on other property and equipment. Financing activities For the year ended December 31, 2024, the change in financing activity was primarily related to borrowing $168.1 million under our credit facility and repaying $79.7 million of borrowings.
We also spent $6.6 million on other property and equipment largely related to midstream activities. Financing activities For the year ended December 31, 2025, the change in financing activity was primarily related to borrowing $253.5 million under our credit facility and repaying $362.0 of borrowings.
Revenue Recognition We derive revenue primarily from the sale of produced oil, natural gas, and NGLs. Revenue is recognized when production is sold to a purchaser at a fixed or determinable price, delivery has occurred, control has transferred and collectability of the revenue is probable.
Revenue is recognized when production is sold to a purchaser at a fixed or determinable price, delivery has occurred, control has transferred and collectability of the revenue is probable.
ASUs not listed above were assessed and determined to be either not applicable or not material upon adoption. Contractual Obligations and Commitments We routinely enter into or extend operating and transportation agreements, office and equipment leases, drilling rig contracts, and other agreements, in the ordinary course of business.
Contractual Obligations and Commitments We routinely enter into or extend operating and transportation agreements, office and equipment leases, drilling rig contracts, and other agreements, in the ordinary course of business.
Payments due by fiscal year related to other long-term debt as of December 31, 2024, are as follows: Long-Term Note Payable (in thousands) 2025 $ 101 2026 45 2027 14 2028 — 2029 — Total payments $ 160 Critical Accounting Estimates Our financial statements are prepared in accordance with U.S. GAAP.
Payments due by fiscal year related to other long-term debt as of December 31, 2025, are as follows: Notes Payable (in thousands) 2026 $ 40 2027 15 2028 — 2029 — 2030 — Total payments $ 55 Critical Accounting Estimates Our financial statements are prepared in accordance with accounting principles generally accepted in the United States (“U.S. GAAP”).
Financing Agreements Credit Facility On September 25, 2024, we entered into a new credit facility led by Citibank, N.A. (the “Credit Facility”). The Credit Facility has a total facility size of $1.5 billion, an initial borrowing base of $325.0 million and available capacity of $65.7 million as of December 31, 2024.
Financing Agreements Credit Facility On September 25, 2024, we entered into a new credit facility led by Citibank, N.A. (the “Credit Facility”). The Credit Facility has a total facility size of $1.5 billion, subject to lender commitments and borrowing base limitations.
Average NYMEX WTI price for oil (per Bbl) (3) $ 76.42 $ 78.12 $ (1.70 ) (2) % 53 Table of Contents Oil differential to NYMEX $ (8.56 ) $ (7.35 ) $ (1.21 ) (17 )% Natural gas price (per Mcf) $ 1.81 $ 1.80 $ 0.01 1 % Effects of derivative settlements on average price (per Mcf) $ 0.66 $ 0.62 $ 0.04 7 % Natural gas price including the effects of derivatives (per Mcf) $ 2.47 $ 2.42 $ 0.05 2 % Wtd.
Average NYMEX WTI price for oil (per Bbl) (2)(3) $64.81 $76.42 ($11.61) (15 %) Oil differential to NYMEX ($8.33) ($8.56) $0.23 3 % Natural gas price (per Mcf) $2.80 $1.81 $0.99 54 % Effects of derivative settlements on average price (per Mcf) $0.01 $0.66 ($0.65) (98 %) Natural gas price including the effects of derivatives (per Mcf) $2.81 $2.47 $0.34 14 % Wtd.
In connection with the IPO, we materially reduced our indebtedness through the repayment of substantially all of our outstanding borrowings under the Credit Facility with net proceeds of the IPO. As a result, we expect an immediate reduction in cash interest expense. Income Taxes .
In connection with the closing of the IPO, all outstanding performance-based incentive units of INR Holdings vested. Interest Expense. In connection with the IPO, we materially reduced our indebtedness through the repayment of substantially all of our outstanding borrowings under the Credit Facility with net proceeds of the IPO.
We expect to fund our 2025 capital expenditures budget through a combination of cash flows from operations and additional borrowings under our Credit Facility. Our ability to utilize cash flows from operations to fund our development program is driven by our oil and gas production, current commodity prices and our commodity hedge positions in place.
Our ability to utilize cash flows from operations to fund our development program is driven by our oil and gas production, current commodity prices and our commodity hedge positions in place. We operate the vast majority of our acreage and therefore can largely control the amount and timing of our capital expenditures.
The following table summarizes our obligations and commitments as of December 31, 2024, to make future payments under long-term contracts for the time periods specified below: 2024 2025 2026 2027 2028 Thereafter Total (in millions) Prior Credit Facility Principal — — — — $ 259.3 — $ 259.3 Prior Credit Facility Interest (1) 21.6 21.6 21.6 21.6 16.2 — 102.6 Asset Retirement Obligation — — — — — 3.0 3.0 Other (2) 1.4 0.4 0.3 0.2 0.1 0.8 3.2 Total $ 23.0 $ 22.0 $ 21.9 $ 21.8 $ 275.6 $ 3.8 $ 368.1 (1) This debt bears interest at the Secured Overnight Financing Rate (“SOFR”) plus a borrowing spread.
The following table summarizes our obligations and commitments as of December 31, 2025, to make future payments under long-term contracts for the time periods specified below: 2026 2027 2028 2029 2030 Thereafter Total (in millions) Credit Facility Principal (1) $ — $ — $ 150.9 $ — $ — $ — $ 150.9 Credit Facility Interest (2) 10.9 10.9 8.2 — — — 30.0 71 Table of Contents Asset Retirement Obligation — — — — — 3.3 3.3 Other (3) 6.2 0.3 0.2 0.2 0.1 0.7 7.7 Total $ 17.1 $ 11.2 $ 159.3 $ 0.2 $ 0.1 $ 4.0 $ 191.9 ____________ (1) This reflects borrowings outstanding under our Credit Facility as of December 31, 2025; Credit Facility borrowings may be repaid and reborrowed prior to maturity.
For the year ended December 31, 2023, we spent $146.0 million on capital expenditures in conjunction with our drilling and completion activities in which we drilled and brought online 10 gross operated wells and land and leasehold costs, and $279.0 million to complete the Utica Resource Acquisition and PEO Ohio Acquisition, which included 50 gross operated wells.
Investing activities For the year ended December 31, 2025, we spent $356.4 million on capital expenditures in conjunction with our development activities in which we drilled and brought online 23 gross operated wells and land and leasehold costs, and $61.2 million on deposits related to the Antero Acquisition.
We also paid approximately $5.2 million of syndication fees associated with the new Credit Facility. 57 Table of Contents For the year ended December 31, 2023, the change in financing activity was primarily related to borrowing $203.9 million under our prior credit facility and repaying $90.8 million of borrowings.
We received approximately $286.5 million of funds associated with the IPO used in the repayment of borrowings. For the year ended December 31, 2024, the change in financing activity was primarily related to borrowing $168.1 million under our prior credit facility and repaying $79.7 million of borrowings.
On a quarterly basis, we review the carrying value of our oil and natural gas properties under the full cost method of accounting prescribed by the SEC, which is referred to as a cost center ceiling test. 61 Table of Contents The primary factors impacting this test are reserve estimates and the unweighted arithmetic average of index prices on the first day of each month within the 12-month period that ends as of each quarterly balance sheet date.
On a quarterly basis, we review the carrying value of our oil and natural gas properties under the full cost method of accounting prescribed by the SEC, which is referred to as a cost center ceiling test.
The prior credit facility was scheduled to mature in April 2026, but was terminated on September 20, 2024, in connection with entry into the Credit Facility.
Borrowings under our prior credit facility were subject to borrowing base limitations based upon the collateral value of the pledged assets and were subject to semi-annual redeterminations. The prior credit facility was scheduled to mature in April 2026, but was terminated on September 20, 2024, in connection with entry into the Credit Facility.
Our total cash capital expenditures incurred for development during the year ended December 31, 2024 were $279.7 million, which includes $165.8 million on drilling and completion activities, $5.5 million on midstream and $108.3 on maintenance leasehold and land investment.
Our total capital expenditures incurred for development during the year ended December 31, 2025 were $326.2 million, which includes $274.7 million on drilling and completion activities, $16.1 million on midstream and $35.5 million on land activities. We funded our capital expenditures for the year ended December 31, 2025 from cash flows from operations and borrowings incurred under our Credit Facility.
We used all of the net proceeds after paying certain offering expenses of the IPO to repay outstanding borrowings under the Credit Facility.
We used all of the net proceeds after paying certain offering expenses to repay borrowings outstanding under our Credit Facility. On February 23, 2026, we closed the Antero Acquisition for consideration of approximately $720 million net to Infinity. See “Item 1.
Derivative Activities We are exposed to volatility in market prices and basis differentials for oil, natural gas and NGLs, which impacts the predictability of our cash flows related to the sale of those commodities.
Management’s Discussion and Analysis of Financial Condition and Results of Operations—Liquidity and Capital Resources” in the 2024 Annual Report on Form 10-K filed with the SEC for a discussion of the cash flows for the year ended December 31, 2024 compared to the year ended December 31, 2023. 64 Table of Contents Derivative Activities We are exposed to volatility in market prices and basis differentials for oil, natural gas and NGLs, which impacts the predictability of our cash flows related to the sale of those commodities.
The Credit Facility replaced our prior credit facility (as defined below), which was terminated in connection with entry into the Credit Facility. As of December 31, 2024, our reserves supported a $325.0 million facility of which $259.3 million was outstanding leaving $65.7 million of unused capacity.
The Credit Facility replaced our prior credit facility (as defined below), which was terminated in connection with entry into the Credit Facility.
We are an early mover into the core of the Utica Shale’s volatile oil window in eastern Ohio as well as the emerging dry gas Utica Shale in southwestern Pennsylvania. Our Marcellus Shale development overlays our deep dry gas Utica assets in Pennsylvania, providing highly economic stacked development inventory that leverages the same company-owned midstream infrastructure.
Our operations are focused on the Utica Shale in eastern Ohio as well as our dry gas assets in both the Marcellus and Utica Shales in southwestern Pennsylvania, providing highly economic stacked development inventory that leverages shared infrastructure and operational efficiencies.
The following summarizes our cash flow activity for the periods indicated: 2024 2023 (in thousands) Net cash provided by operating activities $ 177,666 $ 106,475 Net cash used in investing activities (256,118 ) (436,686 ) Net cash provided by financing activities 79,151 330,976 Net increase (decrease) in cash and cash equivalents $ 699 $ 765 Analysis of Cash Flow Changes Between the Years Ended December 31, 2024 and 2023 Operating activities For the year ended December 31, 2024, we generated $177.7 million of cash from operating activities, an increase of $71.2 million from the prior year.
Our produced volumes have a high correlation to our level of capital expenditures such that our ability to fund it through operating and financing cash flows may be affected by multiple factors discussed further herein. 63 Table of Contents The following summarizes our cash flow activity for the periods indicated: Year Ended December 31, 2025 2024 (in thousands) Net cash provided by operating activities $ 261,787 $ 177,666 Net cash used in investing activities (430,167) (256,118) Net cash provided by financing activities 169,026 79,151 Net increase in cash and cash equivalents $ 646 $ 699 Analysis of Cash Flow Changes Between the Years Ended December 31, 2025 and 2024 Operating activities For the year ended December 31, 2025, we generated $261.8 million of cash from operating activities, an increase of $84.1 million from the prior year.
Operating costs, production and ad valorem taxes and future development costs are based on current costs with no escalation. Income tax expense (which our predecessor, INR Holdings, has not been subject to historically for federal income tax purposes) is based on currently enacted statutory tax rates and tax deductions and credits available under current laws.
Income tax expense (which our predecessor, INR Holdings, was not subject to historically for federal income tax purposes for periods prior to the Corporate Reorganization) is based on currently enacted statutory tax rates and tax deductions and credits available under current laws. Revenue Recognition We derive revenue primarily from the sale of produced oil, natural gas, and NGLs.
(2) Calculated by converting natural gas to oil equivalent barrels at a ratio of six Mcf of natural gas to one Boe. (3) Based on Netherland, Sewell and Associates Inc. (“NSAI”) found at https://netherlandsewell.com/resources/pricing-data/ and EIA commodity pricing. (“NSAI”) found at https://netherlandsewell.com/resources/pricing-data/ and U.S. Energy Information Administration (“EIA”).
(2) Based on Netherland, Sewell and Associates Inc. (“NSAI”) found at https://netherlandsewell.com/resources/pricing-data/ and U.S. Energy Information Administration commodity pricing. (3) Weighted average is based on INR’s production in a given month during the course of the calendar year. 60 Table of Contents Revenues Oil, natural gas, and NGL sales.
Results of Operations For the Year Ended December 31, 2024 Compared to the Year Ended December 31, 2023 The following table provides the components of our net revenues and net production for the periods indicated, as well as each period’s average prices (before and after the effects of derivatives) and average daily production volumes: For the Year Months Ended December 31, Increase / (Decrease) 2024 2023 (1) $ % Net revenues ( in thousands ): Oil sales $ 161,514 $ 85,276 $ 76,238 89 % Natural gas sales 51,157 49,617 1,540 3 % Natural gas liquids sales 45,035 24,639 20,396 83 % Oil, natural gas, and natural gas liquids sales $ 257,706 $ 159,532 $ 98,174 62 % Average sales prices: Oil price (per Bbl) $ 67.86 $ 70.77 $ (2.91 ) (4) % Effects of derivative settlements on average price (per Bbl) $ (0.93 ) $ 0.26 $ (1.19 ) (458) % Oil price including the effects of derivatives (per Bbl) $ 66.93 $ 71.03 $ (4.10 ) (6) % Wtd.
Consequently, the Company recognized $126.1 million of non-recurring, non-cash stock compensation expense related to these awards, in accordance with the guidance provided by ASC 710. 59 Table of Contents Results of Operations For the Year Ended December 31, 2025, Compared to the Year Ended December 31, 2024 The following table provides the components of our net revenues and net production for the periods indicated, as well as each period’s average prices (before and after the effects of derivatives) and average daily production volumes: For the Year Ended December 31, Increase / (Decrease) 2025 2024 $ % Net revenues (in thousands): Oil sales $173,612 $161,514 $12,098 7 % Natural gas sales 127,448 51,157 76,291 149 % Natural gas liquids sales 49,315 45,035 4,280 10 % Oil, natural gas, and natural gas liquids sales $350,375 $257,706 $92,669 36 % Average sales prices: Oil price (per Bbl) $56.48 $67.86 ($11.38) (17 %) Effects of derivative settlements on average price (per Bbl) $4.50 ($0.93) $5.43 584 % Oil price including the effects of derivatives (per Bbl) $60.98 $66.93 ($5.95) (9 %) Wtd.
GP&T per Boe was $5.59 for the year ended December 31, 2024, which represents an increase of $1.08 per Boe or 24% from the prior year. This increase was primarily related to increased gas volumes in Ohio that are on third party gathering systems and lower volumes on INR’s owned gathering system in Pennsylvania. Lease operating .
GP&T per Boe was $4.25 for the year ended December 31, 2025, which represents a decrease of $1.34 per Boe, or 24%, from the prior period. The decrease in per-unit GP&T rate was primarily attributable to increased production volumes in our natural gas-weighted areas of Pennsylvania, which are subject to lower GP&T rates on our internal gathering systems.
Analysis of Cash Flow Changes Between the Year Ended December 31, 2023 and 2022 Refer to “ Management’s Discussion and Analysis of Financial Condition and Results of Operations ” in the Company’s final prospectus filed with the SEC on February 3, 2025 pursuant to Rule 424(b)(4) for a discussion of the cash flows for the year ended December 31, 2023 compared to the year ended December 31, 2022.
Management’s Discussion and Analysis of Financial Condition and Results of Operations” in the 2024 Annual Report on Form 10-K filed with the SEC for a discussion of the results of operations for the year ended December 31, 2024 compared to the year ended December 31, 2023.
Prior Credit Facility On October 4, 2023, we entered into an amended and restated credit facility with a syndicate of banks led by the Bank of Oklahoma (the “prior credit facility”). Borrowings under our prior credit facility were subject to borrowing base limitations based upon the collateral value of the pledged assets and were subject to semi-annual redeterminations.
We were in compliance with the covenants and applicable financial ratios described above as of December 31, 2025. Prior Credit Facility On October 4, 2023, we entered into an amended and restated credit facility with a syndicate of banks led by the Bank of Oklahoma (the “prior credit facility”).
Revenues are a function of oil, natural gas and NGL volumes sold and average commodity prices realized. Net production volumes for oil, natural gas, and NGLs increased 98%, 3% and 55%, respectively, between periods. The oil and NGL production volume increase resulted from placing fourteen (14) wells on production from the Ohio Utica’s Volatile Oil Window since December 31, 2023.
Net revenues for the year ended December 31, 2025 increased by $92.7 million, or 36%, compared to the year ended December 31, 2024. Revenues are a function of oil, natural gas and NGL volumes sold and average commodity prices realized. Net production volumes for oil increased 29%, natural gas increased 61% and NGLs increased 28%, respectively, between periods.
The primary factor contributing to higher DD&A expense in 2024 was the increase in our overall production volumes between periods, which increased DD&A expense by $13.7 million, while our higher DD&A rate of $8.10 per Boe increased total DD&A expense by $6.5 million between periods.
For the year ended December 31, 2025, depreciation, depletion and amortization (“DD&A”) expense was $103.8 million, an increase of $30.0 million over the prior period. The primary factor contributing to higher DD&A expense in 2025 was the increase in our overall production volumes between periods, which resulted in an average DD&A rate of $7.81 per Boe. General and Administrative Expenses.
In addition, lower natural gas volumes from our assets located in Pennsylvania contributed to the per unit increase. Production and ad valorem taxes . Production and ad valorem taxes for the year ended December 31, 2024, increased $0.2 million compared to the prior year.
Production and ad valorem taxes for the year ended December 31, 2025, increased $4.8 million compared to the prior year.
Net gains and losses are a function of (i) changes in derivative fair values associated with fluctuations in the forward price curves for the commodities underlying each of our hedge contracts outstanding; and (ii) monthly cash settlements on any closed out hedge positions during the period. 55 Table of Contents The following table presents gains and losses on our derivative instruments for the periods indicated: Year Ended December 31, 2024 2023 (in thousands) Realized cash settlement gains (losses) $ 28,360 $ 19,438 Non-cash mark-to-market derivative gain (losses) (50,407 ) 25,884 Total $ (22,047 ) $ 45,322 For the Year Ended December 31, 2023 Compared to the Year Ended December 31, 2022 Refer to “ Management’s Discussion and Analysis of Financial Condition and Results of Operations ” in the Company’s final prospectus filed with the SEC on February 3, 2025 pursuant to Rule 424(b)(4) for a discussion of the results of operations for the year ended December 31, 2023 compared to the year ended December 31, 2022.
Net gains and losses are a function of (i) changes in derivative fair values associated with fluctuations in the forward price curves for the commodities underlying each of our hedge contracts outstanding; and (ii) monthly cash settlements on any closed out hedge positions during the period.
Average NYMEX Henry Hub price for natural gas (per MMBtu) (3) $ 2.27 $ 2.79 $ (0.52 ) (19 )% Natural gas differential to NYMEX $ (0.46 ) $ (0.99 ) $ 0.53 54 % NGL price excluding GP&T (per Bbl) $ 26.14 $ 22.16 $ 3.98 18 % Effects of derivative settlements on average price (per Bbl) $ 2.52 $ 1.84 $ 0.68 37 % NGL price including the effects of derivatives (per Bbl) $ 28.66 24.00 $ 4.66 19 % Net production (1) Oil (MBbls) 2,380 1,205 1,175 98 % Natural gas (MMcf) 28,291 27,506 785 3 % NGL (Bbls) 1,723 1,112 611 55 % Net production (MBoe) (2) 8,818 6,901 1,917 28 % Average daily net production (1) Oil (Bbls/d) 6,502 3,301 3,201 97 % Natural gas (Mcf/d) 77,297 75,359 1,938 3 % NGLs (Bbls/d) 4,708 3,047 1,661 55 % Average daily net production (Boe/d) (2) 24,093 18,907 5,186 27 % (1) Includes the results of operations related to the assets acquired from Utica Resources Ventures and PEO Ohio on October 1, 2023 for the fourth quarter of 2023 and thereafter.
Average NYMEX Henry Hub price for natural gas (per MMBtu) (2)(3) $3.41 2.27 $1.14 50 % Natural gas differential to NYMEX ($0.62) ($0.46) ($0.16) (35) % NGL price excluding GP&T (per Bbl) $22.32 $26.14 ($3.82) (15 %) Effects of derivative settlements on average price (per Bbl) ($0.10) $2.52 ($2.62) (104 %) NGL price including the effects of derivatives (per Bbl) $22.22 $28.66 ($6.44) (22 %) Net production Oil (MBbls) 3,074 2,380 694 29 % Natural gas (MMcf) 45,596 28,291 17,305 61 % NGL (Bbls) 2,209 1,723 486 28 % Net production (MBoe) (1) 12,882 8,818 4,064 46% Average daily net production Oil (Bbls/d) 8,422 6,502 1,920 30% Natural gas (Mcf/d) 124,920 77,297 47,623 62% NGLs (Bbls/d) 6,052 4,708 1,344 29% Average daily net production (Boe/d) (1) 35,293 24,093 11,200 46% _____________ (1) Calculated by converting natural gas to oil equivalent barrels at a ratio of six Mcf of natural gas to one Boe.
We funded our capital expenditures for the year ended December 31, 2024 from cash flows from operations and borrowings incurred under our Credit Facility. Our drilling and completion capital budget for 2025 is $240 million to $280 million, along with $9 million to $12 million of midstream capital expenditures.
Our development capital budget for 2026 is $450 million to $500 million, which includes drilling and completions and midstream capital expenditures. We expect to fund our 2026 capital expenditures budget through a combination of cash flows from operations and additional borrowings under our Credit Facility, as well as the proceeds of the Preferred Investment.
The 18% increase in average realized NGL prices between periods was primarily attributable to higher Mont Belvieu spot prices for plant products in 2024 compared to 2023 and changes in product composition between periods. 54 Table of Contents Operating Expenses For the Year Ended December 31, Change 2024 2023 Amount Percent (in thousands) Gathering, processing, and transportation $ 49,290 $ 31,097 $ 18,193 59 % Lease operating 28,154 18,371 9,783 53 % Production and ad valorem taxes 1,071 886 185 21 % Depreciation, depletion and amortization 73,726 53,796 19,930 37 % General and administrative 13,045 4,885 8,160 167 % Total operating expenses $ 165,286 $ 109,035 $ 56,251 52 % ($ per Boe) Gathering, processing, and transportation $ 5.59 $ 4.51 $ 1.08 24 % Lease operating 3.19 2.66 0.53 20 % Production and ad valorem taxes 0.12 0.13 (0.01 ) (8 )% Depreciation, depletion and amortization 8.36 7.80 0.57 7 % General and administrative 1.48 0.71 0.77 108 % Total operating expenses $ 18.74 $ 15.80 $ 2.94 19 % Gathering, processing, and transportation.
Operating Expenses For the Year Ended December 31, Change 2025 2024 Amount Percent (in thousands) Gathering, processing, and transportation $ 54,779 $ 49,290 $ 5,489 11 % Lease operating 26,675 28,154 (1,479) (5 %) Production and ad valorem taxes 5,918 1,071 4,847 453 % Depreciation, depletion and amortization 103,751 73,726 30,025 41 % General and administrative 153,413 13,045 140,368 1076 % Total operating expenses $ 344,536 $ 165,286 $ 179,250 108 % ($ per Boe) Gathering, processing, and transportation $ 4.25 $ 5.59 $ (1.34) (24 %) Lease operating 2.07 3.19 (1.12) (35 %) Production and ad valorem taxes 0.46 0.12 0.34 283 % Depreciation, depletion and amortization 8.05 8.36 (0.31) (4 %) General and administrative 11.91 1.48 10.43 705 % Total operating expenses $ 26.74 $ 18.74 $ 8.00 43 % Gathering, processing, and transportation.
Although we are a corporation under the Internal Revenue Code of 1986, as amended (the “Code”), we do not expect to report any income tax benefit or expense prior to the consummation of the IPO.
Following the Corporate Reorganization, we are a corporation under the Internal Revenue Code of 1986, as amended (the “Code”), and we will report income tax benefit or expense for 2025 and going forward. Non-Cash Compensation Expense . In connection with the closing of the IPO, all outstanding incentive units of INR Holdings vested.
Lease operating expense (“LOE”) for the year ended December 31, 2024, increased $9.8 million compared to the prior year. LOE per Boe was $3.19 for the year ended December 31, 2024, which represents an increase of $0.53 per Boe, or 20%, from the prior year.
LOE per Boe was $2.07 for the year ended December 31, 2025, which represents a decrease of $1.12 per Boe, or 35%, from the prior period.
Removed
Unless otherwise indicated, the historical financial information presented in “Management’s Discussion and Analysis of Financial Condition and Results of Operations” speaks only with respect to our predecessor, INR Holdings, and does not give pro forma effect to our corporate reorganization described in “Item 1.
Added
Our portfolio is balanced across oil and natural gas assets, allowing us to optimize our development plan to respond to changes in commodity prices over time. Unless expressly stated otherwise, the operating and financial information presented in this Annual Report does not give effect to the completion of the Antero Acquisition or the Preferred Investment (each as defined herein).
Removed
We have amassed approximately 93,000 net surface acres with exposure to the core of these plays providing us a unique and balanced portfolio of high-return oil and natural gas drilling locations. This balance allows us to optimize our development plan across our portfolio to capitalize on changes in commodity pricing over time.
Added
Recent Developments Antero Acquisition On February 23, 2026, we and Northern completed the Antero Acquisition of the Upstream Assets from the Upstream Sellers and the Midstream Assets from the Midstream Sellers.
Removed
Recent Developments Initial Public Offering In February 2025, Infinity completed its IPO of 15,237,500 shares of its Class A common stock (including 1,987,500 shares pursuant to an over-allotment option) at a price to the public of $20.00 per share. The aggregate gross proceeds of the IPO were $304.8 million.
Added
The Upstream Assets include approximately 42,500 net surface acres in the Ohio Utica Shale across Guernsey, Noble, Belmont, and Monroe Counties, which are highly contiguous with and complementary to our existing Ohio operations. The assets include an estimated 370.1 Bcfe of proved reserves and approximately 110 identified undeveloped drilling locations across multiple phase windows.
Removed
After subtracting underwriting discounts and commissions, we received net proceeds of $286.5 million. We contributed all of the net proceeds from the IPO to INR Holdings in exchange for 15,237,500 INR Units.
Added
The Midstream Assets include approximately 141 miles of natural gas gathering pipelines, with capacity to support up to 600 MMcf/d, and approximately 90 miles of freshwater and produced‑water infrastructure. These assets enhance our vertical integration and are expected to reduce operating costs, improve margins, and enable efficient full‑field development.
Removed
In turn, INR Holdings used all of the net proceeds from the IPO (net of underwriting discounts) after paying certain offering expenses to repay $285.0 million of outstanding borrowings under the Credit Facility.
Added
Infinity will operate substantially all of the Antero Ohio Assets pursuant to joint development and cooperation agreements entered into with Northern at closing. We funded the transaction with cash on hand, the proceeds of the Preferred Investment and borrowings under our Credit Facility, which was amended and expanded in connection with closing.

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Item 7A. Quantitative and Qualitative Disclosures About Market Risk

Market Risk — interest-rate, FX, commodity exposure

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ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK The primary objective of the following information is to provide forward-looking quantitative and qualitative information about our potential exposure to market risk. The term “market risk” refers to the risk of loss arising from adverse changes in oil and natural gas prices and interest rates.
ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK The primary objective of the following information is to provide forward-looking quantitative and qualitative information about our potential exposure to market risk. The term “market risk” refers to the risk of loss arising from adverse changes in oil and natural gas prices and interest rates.
Risk Factors” contains additional information regarding the volumes of our production covered by derivatives and the associated risks. Counterparty and Customer Credit Risk Our derivatives expose us to credit risk in the event of nonperformance by counterparties. When the fair value of a derivative contract is positive, the counterparty owes us, which creates credit risk.
Risk Factors” contains additional information regarding the volumes of our production covered by derivatives and the associated risks. Counterparty and Customer Credit Risk Our derivatives expose us to credit risk in the event of nonperformance by counterparties. When the fair value of a derivative contract is positive, the counterparty owes us, which creates credit risk.
Our revenues, profitability and future growth are highly dependent on the prices we receive for our oil, natural gas and NGL sales, and the levels of our production, depend on numerous factors beyond our control, some of which are described in “Item 1A.
Our revenues, profitability and future growth are highly dependent on the prices we receive for our oil, natural gas and NGL sales, and the levels of our production, depend on numerous factors beyond our control, some of which are described in “Item 1A.
The future availability of a ready market for natural gas depends on numerous factors outside of our control, none of which can be predicted with certainty. For 2024, we had three customers that exceeded 10% of total revenues.
The future availability of a ready market for natural gas depends on numerous factors outside of our control, none of which can be predicted with certainty. For 2025, we had three customers that exceeded 10% of total revenues.
Based on our production for the year ended December 31, 2024, our oil and gas sales for 2024 would have moved up or down $16.1 million for each 10% change in oil prices per Bbl, $5.1 million for each 10% change in gas prices per Mcf, and $4.5 million for each 10% change in NGL prices per Bbl.
Risk Factors.” Based on our production for the year ended December 31, 2024, our oil and gas sales for the year ended December 31, 2024 would have moved up or down $16.1 million for each 10% change in oil prices per Bbl, $5.1 million for each 10% change in gas prices per Mcf, and $4.5 million for each 10% change in NGL prices per Bbl.
These instruments provide only partial price protection against declines in oil and natural gas prices, but alternatively they partially limit our potential gains from future increases in prices. Our Credit Agreement limits our ability to enter into commodity hedges covering greater than 85% of our reasonably anticipated, projected production from proved properties. “Item 1A.
These instruments provide only partial price protection against declines in oil and natural gas prices, but alternatively they partially limit our potential gains from future increases in prices. Our Credit Agreement limits our ability to enter into commodity hedges covering greater than 90% of our 72 Table of Contents reasonably anticipated, projected production from proved properties. “Item 1A.
If annual interest rates increase 50 basis points, based on our December 31, 2023 and 2024, variable-rate debt, annual interest expense on variable-rate debt would increase by approximately $0.9 million and $1.3 million, respectively. 65 Table of Contents
If annual interest rates increase 50 basis points, based on our December 31, 2024 and 2025, variable-rate debt, annual interest expense on variable-rate debt would increase by approximately $1.3 million and $0.8 million, respectively.
The disclosures are not meant to be precise indicators of expected future losses, but rather indicators of reasonably possible losses. This forward-looking information provides indicators of how we view and manage our ongoing market risk exposures.
The disclosures are not meant to be precise indicators of expected future losses, but rather indicators of reasonably possible losses. This forward-looking information provides indicators of how we view and manage our ongoing market risk exposures. All of our market risk sensitive instruments were entered into for hedging purposes, rather than for speculative trading.
Risk Factors.” Based on our production for the year ended December 31, 2023, our oil and gas sales for the year ended December 31, 2023 would have moved up or down $8.5 million for each 10% change in oil prices per Bbl, $5.0 million for each 10% change in gas prices per Mcf, and $2.5 million for each 10% change in NGL prices per Bbl.
Based on our production for the year ended December 31, 2025, our oil and gas sales for 2025 would have moved up or down $17.4 million for each 10% change in oil prices per Bbl, $12.7 million for each 10% change in gas prices per Mcf, and $4.9 million for each 10% change in NGL prices per Bbl.
All of our market risk sensitive instruments were entered into for hedging purposes, rather than for speculative trading. 64 Table of Contents Oil, Natural Gas and NGL Revenues Our revenues and cash flows from operations are subject to many variables, the most significant of which is the volatility of commodity prices.
Oil, Natural Gas and NGL Revenues Our revenues and cash flows from operations are subject to many variables, the most significant of which is the volatility of commodity prices.
We currently do not have an interest rate hedge program to hedge our exposure to floating interest rates on our variable-rate debt obligations.
Our largest exposure with respect to variable-rate debt comes from changes in the relevant benchmark rate underlying such debt financings, principally SOFR. We currently do not have an interest rate hedge program to hedge our exposure to floating interest rates on our variable-rate debt obligations.
We do not believe the loss of any single purchaser would materially impact our operating results as crude oil and natural gas are fungible products with well-established markets and numerous purchasers.
We do not believe the loss of any single purchaser would materially impact our operating results as crude oil and natural gas are fungible products with well-established markets and numerous purchasers. Interest Rate Risk As of December 31, 2025, our reserves supported a $375.0 credit facility of which $150.9 million in borrowings was outstanding leaving $224.1 million of unused capacity.
Removed
Interest Rate Risk As of December 31, 2024, our reserves supported a $325.0 million credit facility of which $259.3 million in borrowings was outstanding leaving $65.7 million of unused capacity. Our largest exposure with respect to variable-rate debt comes from changes in the relevant benchmark rate underlying such debt financings, principally SOFR.
Added
These sensitivities are based on our 2024 and 2025 production volumes and average realized prices (before the effects of derivatives) for the respective periods.