Infinity Natural Resources, Inc. Class A (INR) Risk Analysis

The Legacy Owners' interests may not be fully aligned with yours, which, due to the concentrated ownership of our common stock by the Legacy Owners, could lead to actions that are not in your best interests. Because the Legacy Owners hold their economic interest in our business primarily through INR Holdings, the Legacy Owners may have conflicting interests with holders of shares of our Class A common stock. For example, the Legacy Owners may have different tax positions from us, which could influence their decisions regarding whether and when we should dispose of assets or incur new or refinance existing indebtedness, especially in light of the existence of the Tax Receivable Agreement, and whether and when we should respond to a breach of any of our material obligations under the Tax Receivable Agreement, undergo certain changes of control for purposes of the Tax Receivable Agreement or terminate the Tax Receivable Agreement. 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. 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. INR Holdings may be permitted to make an election which would have the effect of requiring the IRS to collect any such taxes (including penalties and interest) from the members of INR Holdings (including the Legacy Owners), rather than from INR Holdings, but there can be no assurance that INR Holdings will be permitted to or will make this election. 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. Further, the Legacy Owners, who are the only holders of INR Units other than us, have the right to consent to certain amendments to the INR Holdings LLC Agreement, as well as to certain other matters. The Legacy Owners may exercise these voting rights in a manner that conflicts with the interests of the holders of our Class A common stock. Pearl, one of the Legacy Owners, holds a number of shares of our non-economic Class B common stock that will permit it to have significant influence over our overall management and direction. Circumstances may arise in the future when the interests of the Legacy Owners conflict with the interests of our stockholders.

Our Charter provides that unless we consent in writing to the selection of an alternative forum, the Court of Chancery of the State of Delaware will, to the fullest extent permitted by applicable law, be the sole and exclusive forum for (a) any derivative action or proceeding brought on our behalf, (b) any action asserting a claim of breach of a fiduciary duty owed by any of our directors, officers, employees or agents to us or our stockholders, (c) any action asserting a claim arising pursuant to any provision of the DGCL, our Charter or Bylaws, or (d) any action asserting a claim against us that is governed by the internal affairs doctrine, in each such case subject to such Court of Chancery having personal jurisdiction over the indispensable parties named as defendants therein. Notwithstanding the foregoing sentence, the federal district courts of the United States of America shall be the exclusive forum for the resolution of any complaint asserting a cause of action arising under U.S. federal securities laws, including the Securities Act and the Exchange Act. This choice of forum may limit a stockholder's ability to bring a claim in a different judicial forum for disputes with us or our directors, officers, employees or agents, which may discourage such lawsuits against us and such persons. Alternatively, if a court were to find these provisions of our Charter inapplicable to, or unenforceable in respect of, one or more of the specified types of actions or proceedings, we may incur additional costs associated with resolving such matters in other jurisdictions, which could adversely affect our financial condition or results of operations.

The trading market for our Class A common stock is influenced by the research and reports that industry or securities analysts publish about us or our business. If one or more of these analysts cease coverage of our company or fail to publish reports on us regularly, we could lose visibility in the financial markets, which in turn could cause our stock price or trading volume to decline. Moreover, if one or more of the analysts who cover our company downgrades our Class A common stock or if our operating results do not meet their expectations, our stock price could decline.

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, 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. We will remain an emerging growth company up until the last day of the fiscal year following the fifth anniversary of the IPO, or such earlier time that we have more than $1.235 billion of revenues in a fiscal year, have more than $700.0 million in market value of our Class A common stock held by non-affiliates (and have been a public company for at least 12 months), or issue more than $1.0 billion of non-convertible debt over a three-year period.

As a result of the IPO, we became a public company, and, as such, we need to comply with new laws, regulations and requirements, certain corporate governance provisions of the Sarbanes-Oxley Act, related regulations of the SEC and the requirements of the NYSE, with which we were not required to comply as a private company. Complying with these statutes, regulations and requirements may occupy a significant amount of time of our board of directors and management and significantly increase our costs and expenses. We need to continue our efforts to: - institute a more comprehensive compliance function;- comply with rules promulgated by the NYSE;- prepare and distribute periodic public reports in compliance with our obligations under the federal securities laws;- establish new internal policies; and - involve and retain to a greater degree outside counsel and accountants in the above activities. Furthermore, while we generally must comply with Section 404 of the Sarbanes Oxley Act for our fiscal year ending December 31, 2025, our independent registered public accounting firm will not be required to attest to the effectiveness of our internal controls until our first annual report subsequent to our ceasing to be an "emerging growth company" within the meaning of Section 2(a)(19) of the Securities Act. Accordingly, we may not be required to have our independent registered public accounting firm attest to the effectiveness of our internal controls until as late as our annual report for the fiscal year ending December 31, 2030. Once it is required to do so, our independent registered public accounting firm may issue a report that is adverse in the event it is not satisfied with the level at which our controls are documented, designed, operated or reviewed. Compliance with these requirements 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. In addition, we expect that being a public company subject to these rules and regulations may make it more difficult and more expensive for us to obtain directors' and officers' liability insurance and we may be required to accept reduced policy limits and coverage or incur substantially higher costs to obtain the same or similar coverage. As a result, it may be more difficult for us to attract and retain qualified individuals to serve on our board of directors or as executive officers. We cannot predict or estimate the amount of additional costs we may incur or the timing of such costs.

Although our board of directors has authorized the Share Repurchase Program (as defined below), the program does not obligate us to repurchase any specific dollar amount or to acquire any specific number of shares of Class A common stock. The actual timing and amount of any share repurchases remains subject to a variety of factors, including stock price, trading volume, market conditions, compliance with applicable legal requirements, restrictions in our debt agreements, and other general business considerations. The Share Repurchase Program has no expiration date, but it may be modified, suspended or terminated at any time, and we cannot guarantee that the Share Repurchase Program will be fully consummated or that it will enhance long-term stockholder value. Furthermore, our execution of the Share Repurchase Program could affect the trading price of our Class A common stock and increase volatility, and any announcement of a termination of, or downward revision in, the Share Repurchase Program may result in a decrease in the trading price of our Class A common stock. In addition, the Share Repurchase Program could diminish our cash reserves.

We may issue additional shares of Class A common stock or convertible securities in future public offerings. Certain of the Legacy Owners are party to a registration rights agreement with us that requires us to effect the registration of their shares in certain circumstances. Quantum and Carnelian are party to a separate registration rights agreement that also requires us to effect the registration of their shares. The registration rights agreements provide for demand and "piggyback" rights that would facilitate future sales of our Class A common stock in the public market. Any sales of such securities may depress the price of our shares. Furthermore, we filed a registration statement with the SEC on Form S-8 providing for the registration of 6,477,778 shares of our Class A common stock issued or reserved for issuance under the Infinity Natural Resources, Inc. Omnibus Incentive Plan. Subject to the satisfaction of vesting conditions, the expiration of lock-up agreements and the requirements of Rule 144 under the Securities Act of 1933, as amended (the "Securities Act"), shares registered under the registration statement on Form S-8 have been made available for resale immediately in the public market without restriction. We cannot predict the size of future issuances of our Class A common stock or securities convertible into Class A common stock or the effect, if any, that future issuances and sales of shares of our Class A common stock will have on the market price of our Class A common stock. Sales of substantial amounts of our Class A common stock (including shares issued in connection with an acquisition), or the perception that such sales could occur, may adversely affect prevailing market prices of our Class A common stock. This impact could be increased to the extent there is a less active trading market for our shares.

Our Charter authorizes our board of directors to issue preferred stock without stockholder approval. If our board of directors elects to issue preferred stock, it could be more difficult for a third party to acquire us. 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 - 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, certain change of control events have the effect of accelerating the payment due under our Tax Receivable Agreement, which could be substantial and accordingly serve as a disincentive to a potential acquirer of our company. For additional information, see "-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." Moreover, the rights of the holders of Series A Preferred Stock under the Certificate of Designation may delay or prevent a change of control of the Company. The holders of Series A Preferred Stock are entitled to redeem their shares upon a change of control in an amount in cash equal to the greater of (i) an internal rate of return of 13% per annum on their initial liquidation preference or (ii) a 1.3x return on their initial liquidation preference. Any provision of our Charter, Bylaws or Delaware law that has the effect of delaying, preventing or deterring a change in control could limit the opportunity for our stockholders to receive a premium for their shares of our Class A common stock and could also affect the price that some investors are willing to pay for our Class A common stock.

Our Charter authorizes us to issue, without the approval of our stockholders, one or more classes or series of preferred stock having such designations, preferences, limitations and relative rights, including preferences over our Class A common stock respecting dividends and distributions, as our board of directors may determine. The terms of one or more classes or series of preferred stock could adversely impact the voting power or value of our Class A common stock, similarly to our already outstanding Series A Preferred Stock. For example, we might grant holders of preferred stock the right to elect some number of our directors in all events or on the happening of specified events or the right to veto specified transactions. Similarly, the repurchase or redemption rights or liquidation preferences we might assign to holders of preferred stock could affect the residual value of the Class A common stock.

Subject to certain exceptions and ownership thresholds, the Certificate of Designation of Series A Convertible Preferred Stock of the Company (the "Certificate of Designation") requires the consent of the holders of Series A Preferred Stock holding a majority of the then-outstanding shares of Series A Preferred Stock is required for, among other things, certain amendments to the Company's organizational documents, issuances of senior or parity securities, payment of dividends, delisting from the NYSE or deregistration from Section 12 of the Exchange Act, formation of non-wholly owned subsidiaries, the incurrence of debt in excess of a certain threshold and any deviation from certain enumerated hedging requirements. The provisions may limit our business flexibility, limit our ability to obtain additional financing or increase our borrowing costs, which could have an adverse effect on our financial condition.

On February 23, 2026, Infinity issued and sold, pursuant to the Securities Purchase Agreement an aggregate 350,000 shares of Series A Preferred Stock to affiliates of Quantum and affiliates of Carnelian for consideration of $350 million. Quantum acquired 275,000 shares of Series A Preferred Stock and Carnelian acquired 75,000 shares of Series A Preferred Stock. Our Series A Preferred Stock ranks senior to our Class A Common Stock with respect to distribution rights and rights upon liquidation. These preferences could adversely affect the market price for our Class A common stock or could make it more difficult for us to sell our Class A common stock in the future. Holders of Series A Preferred Stock are entitled to dividends at a fixed rate that increases after the five year anniversary of the issuance of the Series A Preferred Stock. Dividends are payable quarterly in arrears, and dividends accrued through and including the second anniversary of the issuance of the Series A Preferred Stock may be paid, at the Company's option, in cash or in kind by increasing the initial liquidation preference of each share of Series A Preferred Stock by the amount of the applicable dividend, and thereafter must be paid in cash. Upon a change of control of the Company, any share of Series A Preferred Stock to be repurchased would be entitled to receive an amount in cash equal to the greater of (i) an internal rate of return of 13% per annum on the initial liquidation preference or (ii) a 1.3x return on the initial liquidation preference. Our obligation to pay dividends on our Series A Preferred Stock could impact our liquidity and reduce the amount of cash flow available for working capital, capital expenditures, growth opportunities, acquisitions and other Company purposes. Our obligations to the holders of the Series A Preferred Stock could also limit our ability to obtain additional financing or increase our borrowing costs, which could have an adverse effect on our financial condition.

We can provide no assurance that we will be able to maintain an active trading market for our Class A common stock. The lack of an active market may impair your ability to sell your shares at the time you wish to sell them or at a price that you consider reasonable. An inactive market may also impair our ability to raise capital by selling our Class A common stock and our ability to acquire other companies, products or technologies by using our Class A common stock as consideration.

Pearl, NGP, Quantum and Carnelian are investment firms and have investments in other companies in the energy industry. 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 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. Any actual or perceived conflicts of interest with respect to the foregoing could have an adverse impact on the trading price of our Class A common stock.