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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): February 6, 2025
INFINITY NATURAL RESOURCES, INC.
(Exact name of registrant as specified in its charter)
| Delaware | 001-42499 | 99-3407012 | ||
| (State or other jurisdiction of incorporation) |
(Commission File Number) |
(I.R.S. Employer Identification No.) |
2605 Cranberry Square
Morgantown, WV 26058
(Address of principal executive offices, including zip code)
(304) 212-2350
(Registrant’s telephone number, including area code)
Check the appropriate box below if the Form 8-K is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class |
Trading Symbol(s) |
Name of each exchange on which registered |
||
| Class A common stock, par value $0.01 per share | INR | The New York Stock Exchange |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☒
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
| Item 7.01 | Regulation FD Disclosure. |
On February 6, 2025, Infinity Natural Resources, Inc. (the “Company”) issued a press release, a copy of which is furnished with this Form 8-K as Exhibit 99.1 and incorporated into this Item 7.01 by reference, announcing that the underwriters of its previously announced initial public offering have fully exercised their option to purchase an additional 1,987,500 shares of Class A common stock of the Company, resulting in net proceeds to the Company of $37.4 million.
The information furnished in this Current Report on Form 8-K, including Exhibit 99.1, shall not be deemed “filed” for any purpose, including for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise be subject to the liabilities of that Section, nor shall it be deemed to be incorporated by reference into any filing of the Company under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such filing.
| Item 9.01 | Financial Statements and Exhibits. |
| (d) | Exhibits. |
| Exhibit |
Description |
|
| 99.1 | Press Release, dated February 6, 2025. | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). | |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| INFINITY NATURAL RESOURCES, INC. | ||
| By: | /s/ Zack Arnold |
|
| Zack Arnold | ||
| President and Chief Executive Officer | ||
Dated: February 6, 2025
Exhibit 99.1
Infinity Natural Resources, Inc. Announces Full Exercise and Closing of Over-allotment Option
February 6, 2025
Morgantown, West Virginia—(BUSINESS WIRE)—Infinity Natural Resources, Inc. (“Infinity”) (NYSE: INR) announced today that the underwriters of its previously announced initial public offering (“IPO”) of 13,250,000 shares of its Class A common stock have fully exercised their option to purchase an additional 1,987,500 shares of Class A common stock at the IPO price of $20.00 per share, less underwriting discounts and commissions, resulting in net proceeds of $37,365,000 to Infinity. The exercise of the underwriters’ option closed on February 6, 2025.
Citigroup, Raymond James and RBC Capital Markets are acting as joint book-running managers for the offering. BofA Securities, Capital One Securities and Truist Securities are also acting as joint book-running managers. KeyBanc Capital Markets and Stephens Inc. are acting as senior co-managers. Comerica Securities, Fifth Third Securities, First Citizens Capital Securities and BTIG are acting as co-managers. BOK Financial Securities, Inc. and Zions Capital Markets are acting as junior co-managers. The offering of these securities is being made only by means of a prospectus meeting the requirements of Section 10 of the Securities Act of 1933, as amended. When available, a copy of the final prospectus may be obtained from Citigroup, c/o Broadridge Financial Solutions, 1155 Long Island Avenue, Edgewood, New York 11717, by telephone at 800-831-9146; Raymond James & Associates, Inc., Attention: Syndicate, 880 Carillon Parkway, St. Petersburg, Florida 33716, by telephone at 800-248-8863 or by email at prospectus@raymondjames.com; or RBC Capital Markets, LLC, Attention: Equity Capital Markets, 200 Vesey Street, New York, New York 10281, by telephone at 877-822-4089 or by email at equityprospectus@rbccm.com.
Important Information
A registration statement on Form S-1 relating to these securities has been filed with, and declared effective by, the Securities and Exchange Commission (the “SEC”). This press release does not constitute an offer to sell or the solicitation of an offer to buy securities, and shall not constitute an offer, solicitation or sale in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of that jurisdiction.
About Infinity
Infinity (NYSE: INR) is a growth oriented, free cash flow generating, independent energy company focused on the acquisition, development, and production of hydrocarbons in the Appalachian Basin. Our operations are focused on the volatile oil window of the Utica Shale in eastern Ohio as well as our stacked dry gas assets in both the Marcellus and Utica Shales in southwestern Pennsylvania.
Contacts
Infinity Natural Resources, Inc.
Gregory Pipkin Jr.
Vice President of Corporate Development and Strategy
ir@infinitynr.com
SOURCE: Infinity Natural Resources, Inc.