Infinity Natural Resources (NYSE: INR) details $1.2B Antero Utica acquisition and financing

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Form Type

8-K/A

Rhea-AI Filing Summary

Infinity Natural Resources, Inc. filed an amended report to add detailed financial information for its recently closed Antero asset acquisition in Ohio. The deal totals $1.2 billion in cash, with $800 million for upstream Utica Shale properties and $400 million for associated midstream systems.

The amendment supplies audited 2024–2025 financial statements for the acquired Antero Utica Shale upstream and midstream assets, along with unaudited pro forma combined results as if the transaction occurred on January 1, 2025. It also reflects related financing, including $350 million of Series A preferred stock issued to Quantum and Carnelian and an expanded credit facility with an increased borrowing base to $875 million.

03/17/2026 - 08:26 AM

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K/A

(Amendment No. 1)

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 18, 2026

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 26508

(Address of principal executive offices, including zip code)

(304) 212-2350

(Registrant’s telephone number, including area code)

Not Applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing 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. ☐

Explanatory Note

This Amendment No. 1 on Form 8-K/A (this “Amendment”) is being filed by Infinity Natural Resources, Inc., a Delaware corporation (the “Company”), to amend and supplement its Current Report on Form 8-K filed with the Securities and Exchange Commission (the “SEC”) on February 23, 2026 (the “Original Report”). As previously disclosed in the Original Report, on February 23, 2026, Infinity Natural Resources, LLC, a Delaware limited liability company and subsidiary of the Company (“INR Holdings”), and Northern Oil and Gas Inc. (“Northern”) completed the acquisitions (the “Antero Acquisitions”) of (i) certain rights, title and interests in upstream oil and gas properties, rights and related assets located in the State of Ohio (the “Upstream Assets”) from Antero Resources Corporation, Antero Minerals LLC and Monroe Pipeline LLC (collectively, the “Upstream Sellers”), pursuant to that certain purchase and sale agreement (the “Upstream Purchase Agreement”), dated December 5, 2025, by and among INR Holdings, Northern and the Upstream Sellers, for a combined cash purchase price of approximately $800 million and (ii) certain gathering, compression and transportation systems, water facilities and systems, equipment and related assets located in the counties of Belmont, Guernsey, Monroe, Noble and Washington, Ohio (the “Midstream Assets” and, together with the Upstream Assets, the “Antero Assets”) from Antero Midstream LLC, Antero Water LLC and Antero Treatment LLC (collectively, the “Midstream Sellers”), each a wholly-owned subsidiary of Antero Midstream Corporation, pursuant to that certain purchase and sale agreement (the “Midstream Purchase Agreement”), dated December 5, 2025, by and among INR Holdings, Northern and the Midstream Sellers, for a combined cash purchase price of approximately $400 million.

The Company is filing this Amendment solely to supplement Item 9.01 of the Original Report to file (i) the audited financial statements of the Utica Shale properties of Antero Resources Corporation for the years ended December 31, 2024 and 2025, (ii) the audited abbreviated financial statements of the Utica Shale property and equipment of Antero Midstream Corporation as of and for the years ended December 31, 2024 and 2025 and (iii) the unaudited pro forma combined financial information of the Company and the Antero Assets as of and for the year ended December 31, 2025, which gives effect to the Antero Acquisitions as if they had been consummated on January 1, 2025. Except for the foregoing, this Amendment does not modify or update any other disclosure contained in the Original Report.

Item 9.01.

Financial Statements and Exhibits.

(a) Financial statements of businesses acquired.

Antero Resources Corporation – Utica Shale Properties

The audited financial statements of the Utica Shale properties of Antero Resources Corporation and related notes, which comprise the statements of revenue and direct operating expense for the years ended December 31, 2024 and 2025, are filed herewith and attached hereto as Exhibit 99.1, and are incorporated herein by reference.

Antero Midstream Corporation – Utica Shale Property and Equipment

The audited abbreviated financial statements of Utica Shale property and equipment of Antero Midstream Corporation and related notes, which comprise the statements of assets acquired and liabilities assumed as of December 31, 2024 and 2025, and the related statements of revenues and direct expenses for the years then ended, and the related notes thereto, are filed herewith and attached hereto as Exhibit 99.2, and are incorporated herein by reference.

(b) Pro forma financial information.

The unaudited pro forma combined financial information of the Company and the Antero Assets as of and for the year ended December 31, 2025, which gives effect to the Antero Acquisitions as if they had been consummated on January 1, 2025, is filed herewith and attached hereto as Exhibit 99.3, and is incorporated herein by reference.

(d) Exhibits.


Exhibit Number		Description

23.1		Consent of KPMG LLP, independent auditors for Antero Resources Corporation.

23.2		Consent of KPMG LLP, independent auditors for Antero Midstream Corporation.

99.1		Audited Financial Statements of the Utica Shale Properties of Antero Resources Corporation for the Years Ended December 31, 2024 and 2025.

99.2		Audited Abbreviated Financial Statements of the Utica Shale Property and Equipment of Antero Midstream Corporation as of and for the Years Ended December 31, 2024 and 2025.

99.3		Unaudited Pro Forma Combined Financial Information of the Company and the Antero Assets as of and for the Year Ended December 31, 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: March 17, 2026

Exhibit 99.1

ANTERO RESOURCES CORPORATION

UTICA SHALE PROPERTIES

Statements of Revenues and Direct Operating Expenses

For the years ended December 31, 2024 and 2025

(With Independent Auditors’ Report Thereon)

INDEX TO THE STATEMENTS OF REVENUES AND DIRECT OPERATING EXPENSES


	Page
Independent Auditors’ Report		1
Statements of Revenues and Direct Operating Expenses		3
Notes to Statements of Revenues and Direct Operating Expenses		4

INDEPENDENT AUDITORS’ REPORT

To Management

Antero Resources Corporation:

Report on the Audit of the Financial Statements

Opinion

We have audited the financial statements of the Utica Shale Properties of Antero Resources Corporation (collectively, the Company), which comprise the statements of revenues and direct operating expenses as of December 31, 2024 and 2025, and the related notes to the financial statements.

In our opinion, the accompanying financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2024 and 2025, and the revenues and direct operating expenses for the years then ended in accordance with U.S. generally accepted accounting principles.

Basis for Opinion

We conducted our audits in accordance with auditing standards generally accepted in the United States of America (GAAS). Our responsibilities under those standards are further described in the Auditors’ Responsibilities for the Audit of the Financial Statements section of our report. We are required to be independent of the Company and to meet our other ethical responsibilities, in accordance with the relevant ethical requirements relating to our audits. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion.

Emphasis of Matter

As discussed in Note 1 to the financial statements, which describes that the accompanying statement of revenues and direct operating expenses were prepared for the purpose of complying with Rule 3-05 of Regulation S-X of the Securities and Exchange Commission and are not intended to be a complete presentation of the Company’s revenues and expenses. As a result, the financial statements may not be suitable for another purpose. Our opinion is not modified with respect to this matter.

Responsibilities of Management for the Financial Statements

Management is responsible for the preparation and fair presentation of the financial statements in accordance with U.S. generally accepted accounting principles, and for the design, implementation, and maintenance of internal control relevant to the preparation and fair presentation of financial statements that are free from material misstatement, whether due to fraud or error.

In preparing the financial statements, management is required to evaluate whether there are conditions or events, considered in the aggregate, that raise substantial doubt about the Company’s ability to continue as a going concern for one year after the date that the financial statements are issued.

Auditors’ Responsibilities for the Audit of the Financial Statements

Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditors’ report that includes our opinion. Reasonable assurance is a high level of assurance but is not absolute assurance and therefore is not a guarantee that an audit conducted in accordance with GAAS will always detect a material misstatement when it exists. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control. Misstatements are considered material if there is a substantial likelihood that, individually or in the aggregate, they would influence the judgment made by a reasonable user based on the financial statements.

In performing an audit in accordance with GAAS, we:

•

Exercise professional judgment and maintain professional skepticism throughout the audit.

•

Identify and assess the risks of material misstatement of the financial statements, whether due to fraud or error, and design and perform audit procedures responsive to those risks. Such procedures include examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements.

•

Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control. Accordingly, no such opinion is expressed.

•

Evaluate the appropriateness of accounting policies used and the reasonableness of significant accounting estimates made by management, as well as evaluate the overall presentation of the financial statements.

•

Conclude whether, in our judgment, there are conditions or events, considered in the aggregate, that raise substantial doubt about the Company’s ability to continue as a going concern for a reasonable period of time.

We are required to communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit, significant audit findings, and certain internal control related matters that we identified during the audit.

/s/ KPMG LLP

Denver, Colorado

February 23, 2026

ANTERO RESOURCES CORPORATION

UTICA SHALE PROPERTIES

Statements of Revenues and Direct Operating Expenses

(In thousands)


	Year Ended December 31,
	2024		2025
Revenues:
Natural gas sales	$	126,080		134,192
Natural gas liquids sales		97,676		58,839
Oil sales		22,824		6,334

Total revenue		246,580		199,365

Direct operating expenses:
Lease operating		14,999		12,987
Gathering, compression, processing and transportation		137,054		104,180
Production and ad valorem taxes		5,302		3,569

Total direct operating expenses		157,355		120,736

Excess of revenues over direct operating expenses	$	89,225		78,629

See accompanying notes to statements of revenues and direct operating expenses.

ANTERO RESOURCES CORPORATION

UTICA SHALE PROPERTIES

Notes to Statements of Revenues and Direct Operating Expenses

(1) Operations and Basis of Presentation

(a) Description of Operations

On December 5, 2025, Antero Resources Corporation and certain of its wholly-owned subsidiaries (collectively the “Company”), entered into a purchase and sale agreement with Infinity Natural Resources, LLC and Northern Oil and Gas, Inc. (collectively, the “Buyer Parties”) to sell its working interest in its Utica Shale oil and gas assets that include the approximately 80,000 gross (70,000 net) acres of mineral leases and producing oil and gas wells (the “Utica Shale Properties”), for aggregate cash consideration of $800 million, subject to the terms and conditions thereof (the “Utica Shale Divestiture”). On December 8, 2025, the Buyer Parties deposited $80 million into escrow that was credited towards the cash consideration payable at closing of the Utica Shale Divestiture. The Utica Shale Divestiture has an effective date of July 1, 2025, and closed on February 23, 2026.

(b) Basis of Presentation of Financial Statements

The Utica Shale Properties do not constitute a separate entity, subsidiary, operating segment or division of the Company, and full financial statements for the Utica Shale Properties have never been prepared or audited on a stand-alone basis nor has the Company maintained the distinct and separate accounts necessary to prepare stand-alone financial statements. In addition, total assets and total revenues of the Utica Shale Properties are less than 20% of the Company’s total assets and total revenues as of and for the year ended December 31, 2025.

Certain indirect expenses, as further described below, were not allocated to the Utica Shale Properties and have been excluded from the accompanying statements or revenues and direct operating expenses. Any attempt to allocate these expenses would require significant judgmental allocations, which would be arbitrary and may not be indicative of the performance of the properties on a stand-alone basis. Therefore, historical financial statements reflecting financial position, results of operations and cash flows required by accounting principles generally accepted in the United States of America (“GAAP”) are not presented as such information is not readily available or practicable to prepare for the Utica Shale Properties. Accordingly, historical statements of revenues and direct operating expenses are presented in accordance with Rule 3-05(f) of the Securities and Exchange Commission’s Regulation S-X in lieu of the full financial statements otherwise required under Rule 3-05.

The accompanying statements of revenues and direct operating expenses relate only to the operations of the Utica Shale Properties to be divested by the Company and subsequently acquired by the Buyer Parties, and these statements have been derived from the historical accounting records of the Company.

(c) Excluded Expenses

The accompanying statements of revenues and direct operating expenses vary from an income statement in accordance with GAAP as they do not show certain overhead expenses, such as general and administrative expenses, including equity-based compensation, exploration expense, interest and income taxes. These costs were not separately allocated to the Utica Shale Properties in the Company’s historical accounting records and any allocation would not be a reliable estimate of what these costs would actually have been had the Utica Shale Properties been operated historically as a stand-alone entity. In addition, these allocations if made using historical overhead structures, debt and income tax burdens, would not produce allocations that would be indicative of the historical performance of the Utica Shale Properties had they been assets of the Buyer Parties, due to the varying size, corporate structure and operations between the Buyer Parties and the Company. These statements also do not include provisions for depreciation, depletion and amortization expense, impairment of property and equipment and accretion of asset retirement obligations as such amounts would not be indicative of future costs and those costs which would be incurred by the Buyer Parties upon allocation of the purchase price. Accordingly, the financial statements and other information presented are not indicative of the financial condition or results of operations of the Utica Shale Properties going forward due to the omission of various operating and overhead expenses and due to the forthcoming changes in the business.

ANTERO RESOURCES CORPORATION

UTICA SHALE PROPERTIES

Notes to Statements of Revenues and Direct Operating Expenses (continued)

(2) Summary of Significant Accounting Policies

(a) Use of Estimates

The preparation of statements of revenues and direct operating expenses in conformity with GAAP requires management to make estimates and assumptions that affect revenues, direct expenses and the related disclosures. Changes in facts and circumstances or discovery of new information may result in revised estimates, and actual results could differ from those estimates.

The Utica Shale Properties’ statements of revenues and direct operating expenses and notes thereto are based on a number of significant estimates, including estimates of natural gas, natural gas liquids (“NGLs”) and oil reserve quantities, which are the basis for the calculation of depletion and impairment of oil and gas properties. Reserve estimates, by their nature, are inherently imprecise. Other items in the Company’s statements of revenues and direct operating expenses that involve the use of significant estimates include accrued revenue, asset retirement obligations and commitments.

(b) Natural Gas, NGLs and Oil Revenues

The Utica Shale Properties’ revenues are primarily derived from the sale of natural gas and oil production, as well as the sale of NGLs that are extracted from the Utica Shale Properties’ natural gas. Revenue is recognized for the sale of natural gas, NGLs and oil when a performance obligation is satisfied by transferring control of a product to a customer. Payment is generally received in the month following the sale.

Under the Utica Shale Properties’ natural gas sales contracts, natural gas is delivered to the purchaser at an agreed upon delivery point. Natural gas is transported from the wellheads to delivery points specified under sales contracts. To deliver natural gas to these points, Antero Midstream Corporation (“Antero Midstream”) or other third parties gather, compress, process and transport the Utica Shale Properties’ natural gas. The Utica Shale Properties maintains control of the natural gas during gathering, compression, processing and transportation. The Utica Shale Properties’ sales contracts provide that it receives a specific index price adjusted for pricing differentials. The Utica Shale Properties transfers control of the product at the delivery point and recognizes revenue based on the contract price. The costs incurred to gather, compress, process and transport natural gas are recorded as gathering, compression, processing and transportation expense on the Utica Shale Properties’ statements of revenues and direct operating expenses.

NGLs, which are extracted from natural gas through processing, are either sold directly or by the processor under processing contracts. For NGLs sold directly, the sales contracts primarily provide that the Utica Shale Properties delivers the product to the purchaser at an agreed upon delivery point and that it receives a specific index price adjusted for pricing differentials. Control of the product is transferred to the purchaser at the delivery point and revenue is recognized based on the contract price. The costs incurred to process and transport NGLs are recorded as gathering, compression, processing and transportation expense. For NGLs sold by the processor, the Utica Shale Properties’ processing contracts provide that control is transferred to the processor at the tailgate of the processing plant and revenue is recognized based on the price received from the processor.

Under the Utica Shale Properties’ oil sales contracts, oil is generally sold to purchasers and a contractually agreed upon index price is collected, net of pricing differentials. Revenue is recognized based on the contract price when control of the product is transferred to a purchaser. When applicable, the costs incurred to transport oil to a purchaser are recorded as gathering, compression, processing and transportation expense on the Utica Shale Properties’ statements of revenues and direct operating expenses.

(c) Direct Operating Expenses

Direct operating expenses are recognized when incurred and consist of the direct expenses of operating the Utica Shale Properties. Direct operating expenses include lease operating expenses, gathering, compression, processing and transportation expenses and production and ad valorem taxes. Lease operating expenses include produced water hauling, water handling, water disposal and labor-related costs to monitor producing wells, maintenance, repairs and workover expenses. Gathering, compression, processing and transportation expenses include fees paid to Antero Midstream and other third parties who operate low and high pressure gathering and compression systems that transport the Utica Shale Properties gas, as well as costs to process and extract NGLs from the Utica Shale Properties liquids-rich gas and to transport the Utica Shale Properties natural gas, NGLs and oil to market. Production and ad valorem taxes consist of severance and ad valorem taxes. Severance taxes are paid on produced natural gas and oil based on a fixed per-unit rates established by Ohio state authorities. Ad valorem taxes are paid based on the value of the production during each respective a calendar year.

ANTERO RESOURCES CORPORATION

UTICA SHALE PROPERTIES

Notes to Statements of Revenues and Direct Operating Expenses (continued)

The employees supporting the Utica Shale Properties’ operations are concurrently employed by Antero Midstream and the Company. Gathering, compression, processing and transportation expenses included fees paid to Antero Midstream of $38 million and $28 million for the years ended December 31, 2024 and 2025, respectively.

(d) Concentration of Credit Risk

The Utica Shale Properties’ revenues are derived principally from uncollateralized sales to purchasers in the oil and gas industry or the utilities industry. The concentration of credit risk in two related industries affects the Utica Shale Properties’ overall exposure to credit risk because purchasers may be similarly affected by changes in economic and other conditions. The Utica Shale Properties has not experienced significant credit losses on its receivables.

The Utica Shale Properties’ sales to major customers (purchases in excess of 10% of total sales) for the years ended December 31, 2024 and 2025 were as follows:


	Year Ended December 31,
	2024			2025
Customer A		*			15	%
Customer B		18	%		11	%
Customer C		17	%		*

*	Customer was not a major customer during the year.

(3) Revenue

(a) Disaggregation of Revenue

The table set forth below presents revenue disaggregated by type (in thousands):


	Year Ended December 31,
	2024		2025
Revenues:
Natural gas sales	$	126,080		134,192
Natural gas liquids sales		97,676		58,839
Oil sales		22,824		6,334

Total revenue	$	246,580		199,365

(b) Transaction Price Allocated to Remaining Performance Obligations

For the Utica Shale Properties’ product sales that have a contract term greater than one year, the Company utilized the practical expedient in Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 606, Revenue from Contracts with Customers (“ASC 606”), which does not require the disclosure of the transaction price allocated to remaining performance obligations if the variable consideration is allocated entirely to a wholly unsatisfied performance obligation. Under the Utica Shale Properties’ product sales contracts, each unit of product delivered to the customer represents a separate performance obligation; therefore, future volumes are wholly unsatisfied and disclosure of the transaction price allocated to remaining performance obligations is not required. For the Utica Shale Properties’ product sales that have a contract term of one year or less, the Company utilized the practical expedient in ASC 606, which does not require the disclosure of the transaction price allocated to remaining performance obligations if the performance obligation is part of a contract that has an original expected duration of one year or less.

(c) Contract Balances

Under the Utica Shale Properties’ sales contracts, the Company invoices customers after its performance obligations have been satisfied, at which point payment is unconditional. Accordingly, the Utica Shale Properties’ contracts do not give rise to contract assets or liabilities.

ANTERO RESOURCES CORPORATION

UTICA SHALE PROPERTIES

Notes to Statements of Revenues and Direct Operating Expenses (continued)

(4) Commitments

The Utica Shale Properties are subject to certain firm transportation agreements with Rockies Express Pipeline LLC in order to facilitate the delivery of its production to market. These contracts commit the Utica Shale Properties to transport minimum daily natural gas volumes of 300,000 MMBtu per day through January 2030 that decreases to 100,000 MMBtu per day through January 2035 at negotiated rates, or pay for any deficiencies at specified reservation fee rates. The amounts in the table below are based on the Utica Shale Properties’ minimum daily volumes at the reservation fee rate as of December 31, 2025. The values in the table represent the gross amounts that the Utica Shale Properties is committed to pay; however, the Utica Shale Properties will record in the statements of revenues and direct operating expenses its proportionate share of costs based on its working interest.

The following table sets forth a schedule of future minimum payments for the Utica Shale Properties’ contractual obligations that have term in excess of one year as of December 31, 2025 (in thousands):


2026	$	38,332
2027		38,332
2028		38,437
2029		38,332
2030		14,952
Thereafter		51,828

Total	$	220,213

(5) Contingencies

The Utica Shale Properties is party to various legal proceedings and claims in the ordinary course of its business, including, but not limited to, royalty claims. The outcome of such matters is not expected to have a material adverse effect on the Utica Shale Properties operations or financial results.

(6) Subsequent Events

The Company evaluated subsequent events through February 23, 2026, the date the statements of revenues and direct operating expenses were issued, for recognition and/or disclosure in the statements of revenues and direct operating expenses or notes thereto and no such events were identified other than the closing of the Utica Shale Divestiture on February 23, 2026. See Note—1 Operations and Basis of Presentation for additional information.

(7) Supplemental Information on Oil and Gas Producing Activities (Unaudited)

The following tables set forth supplemental information regarding the Utica Shale Properties’ oil and gas producing activities (in thousands). The amounts shown include the Utica Shale Properties’ net working interests in all of its oil and gas properties.

(a) Oil and Gas Reserves

Net proved oil and gas reserves, which included the net proved oil and gas reserves of the Utica Shale Properties, for the years ended December 31, 2024 and 2025 were prepared by the Company’s reserve engineers. There are many uncertainties inherent in estimating proved reserve quantities, and projecting future production rates and timing of future development costs. In addition, reserve estimates of new discoveries are more imprecise than those of properties with a production history. Accordingly, these estimates are subject to change as additional information becomes available. All reserves are located in the United States.

Proved reserves are the estimated quantities of oil, condensate, NGLs and natural gas that geological and engineering data demonstrate with reasonable certainty to be recoverable in future years from known oil and gas reservoirs under existing economic and operating conditions at the end of the respective years. Proved developed reserves are those reserves expected to be recovered through existing wells with existing equipment and operating methods. Proved reserves are estimated by using average prices received for the previous 12 months.

Proved undeveloped reserves include drilling locations that are more than one offset location away from productive wells and are reasonably certain of containing proved reserves and which are scheduled to be drilled within five years under the Utica Shale Properties’ development plans. The Utica Shale Properties’ development plans for drilling scheduled over the next five years are subject to many uncertainties and variables, including availability of capital, future commodity prices, net cash provided by operating activities, future drilling and completion costs and other economic factors.

ANTERO RESOURCES CORPORATION

UTICA SHALE PROPERTIES

Notes to Statements of Revenues and Direct Operating Expenses (continued)

The tables below set forth the changes in quantities of proved reserves and net quantities of proved developed and proved undeveloped reserves for the periods indicated. This information includes the Utica Shale Properties’ royalty and net working interest share of the reserves in oil and gas properties.


	Natural Gas (MMcf)			NGLs (MBbl)			Oil and Condensate (MBbl)			Equivalents (MMcfe)
Proved reserves:
December 31, 2023		615,145			24,637			3,603			784,585
Revisions		(110,503	)		(4,387	)		(1,561	)		(146,192	)
Production		(54,489	)		(2,273	)		(351	)		(70,230	)
Divestitures of reserves		(5,199	)		(337	)		(60	)		(7,583	)

December 31, 2024		444,954			17,640			1,631			560,580
Revisions		75,686			2,346			236			91,175
Acquisition of reserves		12,173			359			49			14,620
Production		(38,724	)		(1,499	)		(119	)		(48,426	)

December 31, 2025		494,089			18,846			1,797			617,949


	Natural Gas (MMcf)		NGLs (MBbl)		Oil and Condensate (MBbl)		Equivalents (MMcfe)
Proved developed reserves:
December 31, 2024		415,528		15,709		1,292		517,534
December 31, 2025		449,258		15,939		1,288		552,620
Proved undeveloped reserves:
December 31, 2024		29,426		1,931		339		43,046
December 31, 2025		44,831		2,907		509		65,329

Proved Reserve Changes

Significant changes in proved reserves for the year ended December 31, 2024 primarily relate to downward revisions of 146 Bcfe due to decreases in prices for natural gas and oil, partially offset by increases in prices for NGLs. Significant changes in proved reserves for the year ended December 31, 2025 include upward revisions of 91 Bcfe primarily due to increases in prices for natural gas, partially offset by decreases in prices for NGLs and oil, and acquisition of reserves of 15 Bcfe related to the Company’s acquisition of additional working and royalty interests in certain operated producing wells.

(b) Standardized Measure of Discounted Future Net Cash Flow

The standardized measure relating to proved oil and reserves was prepared in accordance with the provisions of FASB ASC Topic 932, Extractive Industries—Oil and Gas (“ASC 932”). Future cash inflows were computed by applying historical 12-month unweighted arithmetic average first-day-of-the-month average prices. Future prices actually received may materially differ from current prices or the prices used in the standardized measure.

Future production and development costs represent the estimated future expenditures (based on current costs) to be incurred in developing and producing the proved reserves, assuming continuation of existing economic conditions. Future income tax expense has not been considered as the Utica Shale Properties are not a tax paying entity. Future net cash flows are discounted at a rate of 10% annually to derive the standardized measure of discounted future net cash flows. This calculation does not necessarily result in an estimate of the fair value of the Utica Shale Properties.

ANTERO RESOURCES CORPORATION

UTICA SHALE PROPERTIES

Notes to Statements of Revenues and Direct Operating Expenses (continued)

The following table sets forth the Standardized Measure of the discounted future net cash flows attributable to the Utica Shale Properties’ proved reserves (in thousands):


	Year Ended December 31,
	2024			2025
Future cash inflows	$	1,763,834			2,570,816
Future production costs		(1,433,578	)		(1,623,226	)
Future development costs		(57,916	)		(68,543	)

Future net cash flows		272,340			879,047
10% annual discount for estimated timing of cash flows		(115,776	)		(416,464	)

Standardized measure of discounted future net cash flows	$	156,564			462,583

The following 12-month weighted average prices were used to estimate the Utica Shale Properties total equivalent reserves (per Mcfe):


	Year Ended December 31,
	2024		2025
12-month weighted average price	$	3.15		4.16

(c) Changes in Standardized Measure of Discounted Future Net Cash Flow

The changes in the Standardized Measure relating to the Utica Shale Properties’ proved oil and natural gas reserves, which were prepared in accordance with the provisions of ASC 932, are as follows (in thousands):


	Year Ended December 31,
	2024			2025
Sales of oil and gas, net of productions costs		$ (89,225)			(78,629)
Net changes in prices and production costs		(121,878	)		329,646
Net changes in future development costs		(1,762	)		(3,524	)
Acquisitions		—			12,177
Divestitures		(1,463	)		—
Revisions of previous quantity estimates		(82,844	)		70,411
Accretion of discount		41,659			15,656
Changes in timing and other		(4,511	)		(39,718	)

Net decrease		(260,024	)		306,019
Beginning of year		416,588			156,564

End of year	$	156,564			462,583

Exhibit 99.2

ANTERO MIDSTREAM CORPORATION

UTICA SHALE PROPERTY AND EQUIPMENT

Abbreviated Financial Statements

As of and for the years ended December 31, 2024 and 2025

(With Independent Auditors’ Report Thereon)

INDEX TO THE ABBREVIATED FINANCIAL STATEMENTS


	Page
Independent Auditors’ Report		1
Abbreviated Financial Statements:
Statements of Assets Acquired and Liabilities Assumed		3
Statements of Revenues and Direct Expenses		4
Notes to Abbreviated Financial Statements		5

INDEPENDENT AUDITORS’ REPORT

To Management

Antero Midstream Corporation:

Report on the Audit of the Abbreviated Financial Statements

Opinion

We have audited the abbreviated financial statements of the Utica Shale property and equipment of Antero Midstream Corporation (collectively, the Company), which comprise the statements of assets acquired and liabilities assumed as of December 31, 2024 and 2025, and the related statements of revenues and direct expenses for the years then ended, and the related notes to the abbreviated financial statements.

In our opinion, the accompanying abbreviated financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2024 and 2025, and the results of its operations for the years then ended in accordance with U.S. generally accepted accounting principles.

Basis for Opinion

Emphasis of Matter

As discussed in Note 1 to the abbreviated financial statements, which describes that the accompanying abbreviated financial statements were prepared for the purpose of complying with Rule 3-05 of Regulation S-X of the Securities and Exchange Commission and are not intended to be a complete presentation of the Company’s assets, liabilities, revenues, and expenses. As a result, the abbreviated financial statements may not be suitable for another purpose. Our opinion is not modified with respect to this matter.

Responsibilities of Management for the Abbreviated Financial Statements

Management is responsible for the preparation and fair presentation of the abbreviated financial statements in accordance with U.S. generally accepted accounting principles, and for the design, implementation, and maintenance of internal control relevant to the preparation and fair presentation of financial statements that are free from material misstatement, whether due to fraud or error.

In preparing the abbreviated financial statements, management is required to evaluate whether there are conditions or events, considered in the aggregate, that raise substantial doubt about the Company’s ability to continue as a going concern for one year after the date that the abbreviated financial statements are issued.

Auditors’ Responsibilities for the Audit of the Abbreviated Financial Statements

Our objectives are to obtain reasonable assurance about whether the abbreviated financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditors’ report that includes our opinion. Reasonable assurance is a high level of assurance but is not absolute assurance and therefore is not a guarantee that an audit conducted in accordance with GAAS will always detect a material misstatement when it exists. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control. Misstatements are considered material if there is a substantial likelihood that, individually or in the aggregate, they would influence the judgment made by a reasonable user based on the abbreviated financial statements.

In performing an audit in accordance with GAAS, we:

•

Exercise professional judgment and maintain professional skepticism throughout the audit.

•

Identify and assess the risks of material misstatement of the abbreviated financial statements, whether due to fraud or error, and design and perform audit procedures responsive to those risks. Such procedures include examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements.

•

/s/ KPMG LLP

Denver, Colorado

February 23, 2026

ANTERO MIDSTREAM CORPORATION

UTICA SHALE PROPERTY AND EQUIPMENT

Statements of Assets Acquired and Liabilities Assumed

(In thousands)


	December 31,
	2024		2025
Assets Acquired
Current assets:
Accounts receivable–Antero Resources	$	4,743		4,600
Other current assets		177		162

Total current assets		4,920		4,762

Long-term assets:
Property and equipment, net		471,056		378,560
Other assets, net		317		476

Total assets acquired	$	476,293		383,798

Liabilities Assumed
Current liabilities:
Accounts payable–Antero Resources	$	194		1,180
Accounts payable–third party		642		634
Accrued liabilities		1,049		1,663

Total current liabilities		1,885		3,477

Long-term liabilities:
Deferred revenue		—		1,800
Asset retirement obligations		548		562
Other		659		659

Total liabilities assumed	$	3,092		6,498

See accompanying notes to abbreviated financial statements.

ANTERO MIDSTREAM CORPORATION

UTICA SHALE PROPERTY AND EQUIPMENT

Statements of Revenues and Direct Expenses

(In thousands)


	Year Ended December 31,
	2024		2025
Revenue:
Gathering and compression–Antero Resources	$	57,452		42,140
Water handling–Antero Resources		7,077		5,476

Total revenue		64,529		47,616

Direct expenses:
Direct operating		17,955		14,994
General and administrative		1,827		2,788
Depreciation		14,163		13,115
Impairment of property and equipment		—		155
Loss on long-lived assets		—		86,626
Other expense		12		20

Total direct expenses		33,957		117,698

Excess (deficit) of revenues over direct expenses	$	30,572		(70,082	)

See accompanying notes to abbreviated financial statements.

ANTERO MIDSTREAM CORPORATION

UTICA SHALE PROPERTY AND EQUIPMENT

Notes to the Abbreviated Financial Statements

(1) Organization and Basis of Presentation

(a) Description of Operations

On December 5, 2025, certain wholly-owned subsidiaries of Antero Midstream Corporation (the “Company”), entered into a purchase and sale agreement (“Utica Shale PSA”) with Infinity Natural Resources, LLC and Northern Oil and Gas, Inc. (collectively the “Buyer Parties”) to sell substantially all of its Utica Shale midstream assets including 118 miles of gathering pipelines, 20 miles of condensate pipelines, approximately 700 million cubic feet equivalent per day of compression capacity, 85 miles of water pipelines and 12 water impoundments with storage capacity of approximately 2 million barrels, among others (collectively the “Utica Shale Property and Equipment”), for aggregate cash consideration of $400 million, subject to the terms and conditions thereof (the “Utica Shale Divestiture”). On December 8, 2025, the Buyer Parties deposited $40 million into escrow that was credited towards the cash consideration payable at closing of the Utica Shale Divestiture. The Utica Shale Divestiture has an effective date of July 1, 2025 and closed on February 23, 2026.

(b) Basis of Presentation of Abbreviated Financial Statements

The Utica Shale Property and Equipment do not constitute a separate entity, subsidiary, operating segment or division of the Company, and full financial statements for the Utica Shale Property and Equipment have never been prepared or audited on a stand-alone basis nor has the Company maintained the distinct and separate accounts necessary to prepare stand-alone financial statements. In addition, total assets and total revenues of the Utica Shale Property and Equipment are less than 20% of the Company’s total assets and total revenues as of and for the year ended December 31, 2025.

Certain corporate overhead expenses, as further described below, were not allocated to the Utica Shale Property and Equipment and have been excluded from the accompanying statements. Any attempt to allocate these expenses would require significant judgmental allocations, which would be arbitrary and may not be indicative of the performance of the Utica Shale Property and Equipment on a stand-alone basis. Therefore, historical financial statements reflecting financial position, results of operations and cash flows required by accounting principles generally accepted in the United States of America (“GAAP”) are not presented as such information is not readily available or practicable to prepare for the Utica Shale Property and Equipment. Accordingly, the abbreviated historical statements of assets acquired and liabilities assumed and revenues and direct expenses are presented in accordance with Rule 3-05(e) of the Securities and Exchange Commission’s Regulation S-X in lieu of the full financial statements otherwise required under Rule 3-05.

The accompanying statements of assets acquired and liabilities assumed and revenues and direct expenses relate only to the operations of the Utica Shale Property and Equipment to be divested by the Company and subsequently acquired by the Buyer Parties, and these statements have been derived from the historical accounting records of the Company.

(b) Excluded Expenses

The statements of assets acquired and liabilities assumed include only the Utica Property and Equipment and its related liabilities that will be sold to the Buyer Parties pursuant to the Utica Shale PSA. The accompanying statements of revenues and direct expenses vary from an income statement in that they do not show certain corporate overhead expenses for equity-based compensation, interest related to debt that will not be assumed and income taxes. These costs were not separately allocated to the Utica Shale Property and Equipment in the Company’s historical accounting records and any allocation would not be a reliable estimate of what these costs would actually have been had the Utica Shale Property and Equipment been operated historically as a stand-alone entity. In addition, these allocations if made using historical overhead structures, debt and tax burdens, would not produce allocations that would be indicative of the historical performance of the Utica Shale Property and Equipment had they been assets of the Buyer Parties, due to the varying size, corporate structure and operations between the Buyer Parties and the Company. Accordingly, the abbreviated financial statements and other information presented are not indicative of the financial condition or results of operations of the Utica Shale Property and Equipment going forward due to the omission of various operating and other expenses and due to the forthcoming changes in the business.

ANTERO MIDSTREAM CORPORATION

UTICA SHALE PROPERTY AND EQUIPMENT

Notes to the Abbreviated Financial Statements (continued)

(2) Summary of Significant Accounting Policies

(a) Use of Estimates

The preparation of the abbreviated financial statements in conformity with GAAP requires that management formulate estimates and assumptions that affect revenues, expenses, assets and liabilities and the related disclosures. Items subject to estimates and assumptions include the useful lives of property and equipment, evaluating impairments of long-lived assets, as well as the valuation of accrued liabilities, and allocation of certain direct expenses. Although management believes these estimates are reasonable, actual results could differ from these estimates.

(b) Revenue Recognition

The Utica Shale Property and Equipment provides gathering, compression and water handling services under fee-based contracts primarily based on throughput or at cost plus a margin. Certain of these contracts contain operating leases of the Utica Shale Property and Equipment’s assets under GAAP. Under these arrangements, the Utica Shale Property and Equipment receives fees for gathering, compression and water handling services. The revenue the Utica Shale Property and Equipment earns from these arrangements is directly related to (i) in the case of natural gas gathering and compression, the volumes of metered natural gas that it gathers, compresses and delivers to natural gas compression sites or other transmission delivery points, (ii) in the case of fresh water services, the quantities of fresh water delivered to its customers for use in their well completion operations, and (iii) in the case of other fluid handling services, the third-party costs the Utica Shale Property and Equipment incurs plus 3%. Revenue is recognized when a performance obligation is satisfied by delivering a service to a customer or the use of leased assets to a customer. Lease revenue is included within revenues by service. See Note 4—Revenue.

(c) Direct Expenses

Direct expenses are recognized when incurred and consist of the direct expenses of operating the Utica Shale Property and Equipment. Direct expenses include direct operating, general and administrative, depreciation, impairment of property and equipment and accretion of asset retirement obligations. Direct operating costs consist primarily of labor, water disposal, pigging, fuel, monitoring, repair and maintenance, utilities, contract services and regulatory and compliance costs. General and administrative expenses consist of direct charges incurred by the Company and costs charged by Antero Resources Corporation (“Antero Resources”) and include compensation, payroll and accounts payable processing, facilities management, legal expense, and corporate services costs for accounting, treasury, information technology and human resources, among others. See “—Property and Equipment” and “—Asset Retirement Obligations” below for additional information on depreciation, impairment of property and equipment and accretion of asset retirement obligations.

(d) Property and Equipment

Property and equipment primarily consists of (i) gathering pipelines, (ii) compressor stations and (iii) water handling pipelines and facilities stated at historical cost less accumulated depreciation, amortization and impairment. Construction-related direct labor and material costs are capitalized. Maintenance and repair costs are expensed as incurred.

Depreciation of property and equipment is computed using the straight-line method over the estimated useful lives and salvage values of assets. The depreciation of fixed assets recorded under operating lease agreements is included in depreciation expense. Uncertainties that may impact these estimates of useful lives include, among others, changes in laws and regulations relating to environmental matters, including air and water quality, restoration and abandonment requirements, economic conditions and supply and demand for the Utica Shale Property and Equipment’s services in the areas in which it operates. When assets are placed into service, management makes estimates with respect to useful lives and salvage values that management believes are reasonable. Estimated useful lives of the Utica Shale Property and Equipment assets are reviewed to determine if any changes are necessary as circumstances warrant.

Long-lived assets are evaluated for impairment when events or changes in circumstances indicate that the related carrying values of the assets may not be recoverable. Generally, the basis for making such assessments is undiscounted future cash flow projections for the assets being assessed. If the carrying values of the assets are deemed not recoverable, the carrying values are reduced to the estimated fair values, which are based on discounted future cash flows using assumptions as to revenues, costs and discount rates typical of third-party market participants, which is a Level 3 fair value measurement.

ANTERO MIDSTREAM CORPORATION

UTICA SHALE PROPERTY AND EQUIPMENT

Notes to the Abbreviated Financial Statements (continued)

The cash consideration expected to be received for the Utica Shale Divestiture less costs to sell was less than its carrying value of the Utica Shale Property and Equipment’s net assets as of December 5, 2025. Accordingly, the Company reduced the carrying value of the Utica Shale Property and Equipment to the estimated selling price less costs to sell and recorded a loss on long-lived assets of $87 million during the year ended December 31, 2025 in its statements of revenues and direct expenses.

(e) Asset Retirement Obligations

Asset retirement obligations are recorded for water impoundments when an abandonment date is identified. The fair value of the water impoundment and wastewater pit retirement obligations are recorded as liabilities in the period in which the regulatory obligation to retire a specific asset is triggered. The fair value is based on the total reclamation costs of the assets. Retirement obligations are increased each year to reflect the passage of time by accreting the balance at the weighted average credit-adjusted risk-free rate that is used to calculate the recorded liability, with accretion charged to direct costs. Actual cash expenditures to perform remediation activities reduce the retirement obligation liabilities as incurred. After initial measurement, asset retirement obligations are adjusted at the end of each period to reflect changes, if any, in the estimated future cash flows underlying the obligation. Water impoundments assets are capitalized as the related retirement obligations are incurred, and are amortized on a straight-line basis until reclamation.

The Utica Shale Property and Equipment (i) is under no legal obligations, neither contractually nor under the doctrine of promissory estoppel, to restore or dismantle its gathering pipelines, compressor stations, water delivery pipelines, flowback and produced water facilities upon abandonment or (ii) intends to operate and maintain its assets as long as supply and demand for natural gas exists, which is expected to continue into the foreseeable future.

(f) Fair Value Measures

The Financial Accounting Standard Board Accounting Standards Codification Topic 820, Fair Value Measurements and Disclosures, clarifies the definition of fair value, establishes a framework for measuring fair value and expands disclosures about fair value measurements. This guidance also relates to all nonfinancial assets and liabilities that are not recognized or disclosed on a recurring basis (e.g., the initial recognition of asset retirement obligations and impairments of long-lived assets). The fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. A fair value hierarchy is used to prioritize inputs to valuation techniques used to estimate fair value. An asset or liability subject to the fair value requirements is categorized within the hierarchy based on the lowest level of input that is significant to the fair value measurement. The assessment of the significance of a particular input to the fair value measurement in its entirety requires judgment and considers factors specific to the asset or liability. The highest priority (Level 1) is given to unadjusted quoted market prices in active markets for identical assets or liabilities, and the lowest priority (Level 3) is given to unobservable inputs. Level 2 inputs are data, other than quoted prices included within Level 1, that are observable for the asset or liability, either directly or indirectly.

The carrying values on the statements of assets acquired and liabilities assumed of the Utica Shale Property and Equipment’s accounts receivable—Antero Resources, other current assets, accounts payable—Antero Resources, accounts payable—third party and accrued liabilities approximate fair values due to their short-term maturities. The Company used an income approach to estimate the selling price less costs to sell of the Utica Shale Property and Equipment, which represents fair value of the Utica Shale Property and Equipment as of December 31, 2025. The selling price less costs to sell is based on significant inputs not observable in the market, and therefore, represents a Level 3 measurement within the fair value hierarchy.

(3) Transactions with Affiliates

(a) Revenues

All revenues earned during the years ended December 31, 2024 and 2025 were earned from Antero Resources, under various agreements for gathering and compression and water handling services. Revenues earned from gathering and compression services consist of lease income. See Note 4—Revenue for additional information

ANTERO MIDSTREAM CORPORATION

UTICA SHALE PROPERTY AND EQUIPMENT

Notes to the Abbreviated Financial Statements (continued)

(b) Accounts receivable—Antero Resources and Accounts payable—Antero Resources

Accounts receivable—Antero Resources represents amounts due from Antero Resources, primarily related to gathering and compression services and water handling services. Accounts payable—Antero Resources represents amounts due to Antero Resources for general and administrative and other costs.

(c) Allocation of Costs Charged by Antero Resources

The employees supporting the Utica Shale Property and Equipment’s operations are concurrently employed by Antero Resources and the Company. Direct operating expense includes costs charged to the Utica Shale Property and Equipment for services provided by employees associated with the operation of the Utica Shale Property and Equipment’s gathering lines, compressor stations and water handling assets. General and administrative expense includes costs attributable to the Utica Shale Property and Equipment and relate to: (i) various business services, including payroll processing, accounts payable processing and facilities management, (ii) various corporate services, including legal, accounting, treasury, information technology and human resources and (iii) compensation. These expenses are charged based on the nature of the expenses and are apportioned based on a combination of the Company’s proportionate share of gross property and equipment, capital expenditures and labor costs, as applicable. The Company’s allocated costs are then further apportioned to the Utica Shale Property and Equipment based on its proportionate share of gross property and equipment, capital expenditures and labor costs, as applicable. The Company reimburses Antero Resources directly for all general and administrative costs charged to it.

The following table presents a summary of the costs allocated to the Utica Shale Property and Equipment by Antero Resources and the recorded location in the statements of revenues and direct expenses:


	Year Ended December 31,
(in thousands)	2024		2025
Direct operating	$	1,637		1,570
General and administrative		1,667		2,680

Total allocated costs charged by Antero Resources	$	3,304		4,250

(4) Revenue

All of the Utica Shale Property and Equipment’s gathering and compression revenues are derived from operating lease agreements, and all of the Utica Shale Property and Equipment’s water handling revenues are derived from service contracts with customers. The Utica Shale Property and Equipment earned all of its revenues from Antero Resources.

(a) Gathering and Compression

The Utica Shale Property and Equipment’s gathering and compression service agreements with Antero Resources included: (i) the second amended and restated gathering and compression agreement dated December 8, 2019 (the “2019 gathering and compression agreement”) and (ii) a compression agreement acquired on December 21, 2022 (the “Utica compression agreement” and together with the 2019 gathering and compression agreement, the “gathering and compression agreements”).

Pursuant to the gathering and compression agreements, Antero Resources dedicated substantially all of its current and future acreage in Ohio to the Company for gathering and compression services. The 2019 gathering and compression agreement has an initial term through 2038, and the Utica compression agreement had one remaining acreage dedication that expires in 2030. The 2019 gathering and compression agreement is an excluded asset pursuant to the Utica Shale PSA, and as such, Antero Resources’ Ohio acreage and the Utica Shale Property and Equipment was released from this agreement upon the closing of the Utica Shale Divestiture.

Under the gathering and compression agreements, the Utica Shale Property and Equipment received, where applicable, a low pressure gathering fee, a high pressure gathering fee and a compression fee, all of which are subject to annual Consumer Price Index (“CPI”)-based adjustments. In addition, under the 2019 gathering and compression agreement, the Company received a reimbursement for certain variable costs, such as electricity and operating expenses.

ANTERO MIDSTREAM CORPORATION

UTICA SHALE PROPERTY AND EQUIPMENT

Notes to the Abbreviated Financial Statements (continued)

The gathering and compression agreements are operating leases as Antero Resources obtains substantially all of the economic benefit of the assets and has the right to direct the use of the assets. Each gathering and compression system is an identifiable asset, and consists of a network of assets that may include underground low pressure pipelines that connect and deliver gas from specific well pads to compressor stations to compress the gas before delivery to underground high pressure pipelines that transport the gas to a third-party pipeline or a third-party processing plant. Each compression system is an identifiable asset, and consists of a network of assets that include compressor stations that connect to underground high pressure pipelines that transport the gas to a third-party pipeline or third-party processing plant. Each set of assets in an agreement is considered to be a single lease due to the interrelated network of the assets required to provide services under each respective agreement. When a modification to an agreement occurs, a reassessment of the lease classification for such agreement is required. The lease and non-lease components are accounted for as a single lease component as the lease component is the predominant component. The non-lease components consist of operating, oversight and maintenance of the gathering systems, which are performed on time-elapsed measures.

The 2019 gathering and compression agreement includes certain fixed fee provisions that relate to minimum volume commitments that require Antero Resources to utilize or pay for 75% of the high pressure gathering capacity and 70% of the compression capacity for a period of 10 years from the later of (i) the Antero Resources’ requested in-service date or (ii) actual in-service date of the assets. All lease payments under the minimum volume commitments are considered to be in-substance fixed lease payments (“minimum lease payments”). As of December 31, 2025, the minimum lease payments for the 2019 gathering and compression agreement end in February 2028. However, these minimum lease payments ceased as they relate to the Utica Shale Property and Equipment upon the closing of the Utica Shale Divestiture.

Lease income from the Utica Shale Property and Equipment minimum volume commitments was recognized on a straight-line basis. Additional variable operating lease income was earned when volumes in excess of the minimum commitments were delivered under the contract. Variable lease income was recognized when low pressure volumes were delivered to a compressor station, compression volumes were delivered to a high pressure line and high pressure volumes were delivered to a processing plant or transmission pipeline, as applicable. Minimum volume commitments for the 2019 gathering and compression agreement are aggregated such that the agreement has a single minimum volume commitment for the respective service each year, and the Utica Shale Property and Equipment represent a portion of these minimum volume commitments. As it relates to the Utica Shale Property and Equipment minimum volume commitments, the compression revenues were less than the minimum volume commitment by $2 million and $5 million during the years ended December 31, 2024 and 2025, respectively, and the high pressure revenues were in excess of the minimum volume commitment by $4 million and were less than the minimum volume commitment by $0.5 million during the years ended December 31, 2024 and 2025, respectively. The customer was invoiced the month after each service was performed, and payment was due in the same month. There are no leases that have not commenced.

(b) Water Handling

The Utica Shale Property and Equipment was party to a water services agreement with Antero Resources, whereby the Utica Shale Property and Equipment provided certain water handling services to Antero Resources within an area of dedication in defined service areas in Ohio. The initial term of the water services agreement runs to 2035. However, this water services agreement with Antero Resources is an excluded asset pursuant to the Utica Shale PSA, and as such, Antero Resources’ Ohio acreage and the Utica Shale Property and Equipment was released from this agreement upon the closing of the Utica Shale Divestiture. Under the agreement, the Utica Shale Property and Equipment received a fixed fee for fresh water deliveries by pipeline directly to the well site, subject to annual CPI-based adjustments. In addition, the Utica Shale Property and Equipment provided other fluid handling services. These operations, along with the Utica Shale Property and Equipment’s fresh water delivery systems, supported well completion and production operations for Antero Resources in Ohio. These services were provided by third-parties with which the Company contracts, and Antero Resources reimbursed the Company’s third-party out-of-pocket costs plus 3%.

Performance obligations were satisfied and revenue was recognized when (i) the fresh water volumes had been delivered to the hydration unit of a specified well pad or (ii) other fluid handling services had been completed. The customer was invoiced the month after water services are performed, and payment was due in the same month. For services contracted through third-party providers, the performance obligation was satisfied when the service to be performed by the third-party provider was completed. The customer was invoiced after the third-party provider billing was received, and payment was due in the same month.

ANTERO MIDSTREAM CORPORATION

UTICA SHALE PROPERTY AND EQUIPMENT

Notes to the Abbreviated Financial Statements (continued)

Transaction Price Allocated to Remaining Performance Obligations

The water service agreement with Antero Resources has a term greater than one year. Disclosure of the transaction price allocated to remaining performance obligations is not required because the variable consideration is allocated entirely to a wholly unsatisfied performance obligation. Under this contract, each unit of product delivered to the customer represented a separate performance obligation; therefore, future volumes are wholly unsatisfied and disclosure of the transaction price allocated to remaining performance obligations is not required.

Contract Balances

Under the water service contract, the customer was invoiced after the performance obligations were satisfied, at which point payment is unconditional. Accordingly, the water service contract does not give rise to contract assets or liabilities.

(c) Disaggregation of Revenue

In the following table, revenue is disaggregated by type of service and type of fee and is identified by the reportable segment to which such revenues relate. See Note 7—Reportable Segments for additional information.


	Year Ended December 31,
(in thousands)	2024		2025
Reportable segment / Type of service
Gathering and Processing ⁽¹⁾
Gathering–low pressure	$	27,215		19,272
Compression		14,409		11,744
Gathering–high pressure		15,828		11,124
Water Handling
Fresh water delivery		—		9
Other fluid handling		7,077		5,467

Total	$	64,529		47,616

Reportable segment / Type of contract
Gathering and Processing ⁽¹⁾
Per unit fixed fee	$	57,452		42,140
Water Handling
Per unit fixed fee		—		9
Cost plus 3%		7,077		5,467

Total	$	64,529		47,616

(1)	Revenue related to the gathering and processing segment is classified as lease income related to the gathering and compression systems.

The Company’s receivables from its contracts with customers and operating leases as of December 31, 2024 and 2025, were each $5 million.

ANTERO MIDSTREAM CORPORATION

UTICA SHALE PROPERTY AND EQUIPMENT

Notes to the Abbreviated Financial Statements (continued)

(5) Property and Equipment

(a) Summary of Property and Equipment

Property and equipment, net consisted of the following items:


	Estimated Useful Lives	December 31,
(in thousands)	Estimated Useful Lives	2024			2025
Land	n/a	$	2,378			2,378
Gathering systems and facilities	40-50 years ⁽¹⁾		505,269			353,260
Permanent buried pipelines and equipment	7-20 years		35,653			12,633
Surface pipelines and equipment	1-7 years		12,250			1,951
Above ground storage tanks	5-10 years		534			—
Construction-in-progress	n/a		1,702			8,338

Total property and equipment			557,786			378,560
Less accumulated depreciation			(86,730	)		—

Property and equipment, net		$	471,056			378,560

(1)	Gathering systems and facilities are recognized as a single-leased asset with no residual value.

(6) Accrued Liabilities

Accrued liabilities consisted of the following items:


	December 31,
(in thousands)	2024		2025
Capital expenditures	$	25		483
Operating expenses		969		1,113
Ad valorem taxes		19		37
Other		36		30

Total accrued liabilities	$	1,049		1,663

(7) Reportable Segments

(a) Summary of Reportable Segments

The Company’s operations, which are located in the United States, are organized into two reportable segments: (i) gathering and processing and (ii) water handling that are managed at a consolidated level for the Company based on operating income. The Utica Shale Property and Equipment is not an operating segment, and its operating results are not regularly reviewed by the Company’s chief operating decision maker. These reportable segment disclosures for the Utica Shale Property and Equipment have been prepared in a manner consistent with the statements of assets acquired and liabilities assumed and statements of revenues and direct expenses for the Company’s identified reportable segments of (i) gathering and processing and (ii) water handling.

Gathering and Processing

The gathering and processing segment as it relates to the Utica Shale Property and Equipment includes a network of gathering pipelines and compressor stations that collect and process production from Antero Resources’ Utica Shale wells in Ohio.

ANTERO MIDSTREAM CORPORATION

UTICA SHALE PROPERTY AND EQUIPMENT

Notes to the Abbreviated Financial Statements (continued)

Water Handling

The water handling segment as it relates to the Utica Shale Property and Equipment includes an independent system that delivers water from Seneca Lake, Wills Creek and Slope Creek. The water handling system consists of permanent buried pipelines, surface pipelines and water storage facilities, as well as pumping stations, and impoundments to transport water throughout the systems used to deliver water for well completions.

(b) Utica Shale Property and Equipment Reportable Segments Financial Information

The summarized abbreviated revenues and direct expenses results and total assets acquired of the Utica Shale Property and Equipment for each of the Company’s reportable segments are as follows:


	Year Ended December 31, 2024
(in thousands)	Gathering and Processing		Water Handling			Unallocated ⁽¹⁾			Consolidated Total
Revenues:
Revenue–Antero Resources	$	57,452		7,077			—			64,529
Direct expenses:
Direct operating		10,482		7,473			—			17,955
General and administrative		1,437		230			160			1,827
Depreciation		10,949		3,214			—			14,163
Other ⁽²⁾		—		12			—			12

Total direct expenses		22,868		10,929			160			33,957

Excess (deficit) of revenues over direct expenses	$	34,584		(3,852	)		(160	)		30,572


	As of December 31, 2024
Total assets acquired	$	453,568		22,725			—			476,293

(1)	Certain assets and expenses that are not directly attributable to gathering and processing and water handling are managed and evaluated on a consolidated basis.

(2)	Amounts include charges for accretion of asset retirement obligations which represent segment direct expenses that are not considered significant.


	Year Ended December 31, 2025
(in thousands)	Gathering and Processing		Water Handling			Unallocated ⁽¹⁾			Consolidated Total
Revenues:
Revenue–Antero Resources	$	42,140		5,476			—			47,616
Direct expenses:
Direct operating		8,962		6,032			—			14,994
General and administrative		2,184		496			108			2,788
Depreciation		10,188		2,927			—			13,115
Impairment of property and equipment		—		155			—			155
Loss on long-lived assets		82,960		3,666			—			86,626
Other ⁽²⁾		—		20			—			20

Total direct expenses		104,294		13,296			108			117,698

Deficit of revenues over direct expenses		$ (62,154)		(7,820	)		(108	)		(70,082	)


	As of December 31, 2025
Total assets acquired	$	365,895		17,903			—			383,798

(1)	Certain assets and expenses that are not directly attributable to gathering and processing and water handling are managed and evaluated on a consolidated basis.

(2)	Amounts include charges for accretion of asset retirement obligations which represent segment direct expenses that are not considered significant.

ANTERO MIDSTREAM CORPORATION

UTICA SHALE PROPERTY AND EQUIPMENT

Notes to the Abbreviated Financial Statements (continued)

(8) Subsequent Events

The Company evaluated subsequent events through February 23, 2026, the date the abbreviated financial statements were issued, for recognition and/or disclosure in the abbreviated financial statements and no such events were identified other than the closing of the Utica Shale Divestiture on February 23, 2026. See Note 1—Organization and Basis of Presentation and Note 4—Revenue for additional information.

Exhibit 99.3

UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL STATEMENTS

On February 23, 2026, Infinity Natural Resources LLC (the “Company” or “INR”), a Delaware limited liability company and an indirect subsidiary of Infinity Natural Resources, Inc. (“Infinity” and, together with its subsidiaries, “we,” “us” and “our”), completed the acquisition of certain upstream oil and gas properties and related midstream assets in Ohio from affiliates of Antero Resources Corporation (the “Antero Acquisition”), pursuant to purchase and sale agreements dated December 5, 2025. The total purchase price was approximately $1.2 billion in cash, consisting of $800 million for the upstream assets and $400 million for the midstream assets. The Company acquired 60% undivided interest in the assets, with Northern Oil and Gas Inc. acquiring the remaining 40%.

On February 23, 2026, Infinity issued and sold an aggregate 350,000 shares of Series A Convertible Preferred Stock (“Series A Preferred Stock”) to affiliates of Quantum Capital Group (“Quantum”) and affiliates of Carnelian Energy Capital Management, L.P. (“Carnelian”) for consideration of $350.0 million.

On February 23, 2026, the Company entered into the Fourth Amendment to Credit Agreement (the “Fourth Credit Agreement Amendment”) to its credit facility. The Fourth Credit Agreement Amendment, among other things, amends certain provisions to (i) increase the aggregate elected commitment amount from $375.0 million to $875.0 million, (ii) increase the borrowing base from $375.0 million to $875.0 million and (iii) remove the credit spread adjustment that was previously applicable to all SOFR borrowings under the Credit Agreement.

The following unaudited pro forma combined financial statements (the “pro forma financial statements”) present our unaudited pro forma balance sheet as of December 31, 2025, and our unaudited pro forma statement of operations for the year ended December 31, 2025. The pro forma balance sheet as of December 31, 2025 assumes the Antero Acquisition occurred on December 31, 2025. The pro forma statement of operations for the year ended December 31, 2025 give pro forma effect to the Antero Acquisition as if they had occurred on January 1, 2025.

The pro forma adjustments related to the Antero Acquisition and the related financing are based on preliminary estimates, accounting judgments and currently available information and assumptions that management believes are reasonable and are subject to change. Accordingly, these pro forma adjustments are preliminary and have been made solely for the purpose of providing these pro forma financial statements, and do not include the effects of synergies as a result of the Antero Acquisition. Differences between these preliminary estimates and the final fair value of assets acquired and liability assumed may occur and these differences could be material and could have a material impact on the accompanying pro forma financial statements and our future results of operations. The pro forma financial statements have been derived from and should be read together with:

•

the accompanying notes to the unaudited pro forma financial statements;

•

our historical financial statements and the related notes contained in the Infinity’s Annual Report on Form 10-K for the year ended December 31, 2025 incorporated by reference;

•

the historical financial statements of the Utica Shale properties of Antero Resources Corporation (“ARC”) and related notes, which comprise the statements of revenue and direct operating expenses for the years ended December 31, 2024 and 2025 incorporated by reference in this Offering Memorandum;

•

the historical abbreviated financial statements of Utica Shale property and equipment of Antero Midstream Corporation (“AMC”) and related notes, which comprise the statements of assets acquired and liabilities assumed as December 31, 2024 and 2025, and the related statements of revenues and direct expenses for the years then ended, incorporated by reference in this Offering Memorandum.

These pro forma financial statements are for information purposes only and do not purport to represent what INR’s financial position and results of operations would have been had the Antero Acquisition occurred on the dates indicated. These pro forma financial statements should not be used to project the INR’s financial performance for any future period. A number of factors may affect the results.

The pro forma financial statements should be read together with “Selected Historical Consolidated Financial Information and Unaudited Pro Forma Financial Date”, “Risk Factors”, the historical financial statements and related notes of Infinity and the historical statement or revenue and direct expenses of ARC and historical abbreviated financial statements of AMC included elsewhere in this Offering Memorandum.

INFINITY NATURAL RESOURCES, INC.

UNAUDITED PRO FORMA COMBINED BALANCE SHEET

(in thousands)


	As of December 31, 2025
						Transaction Accounting Adjustments
(In thousands, except per share information)	Infinity Historical			Antero Historical		Removal of Antero Historical			Antero Acquisitions			Pro Forma Combined
Assets
Current Assets:
Cash and cash equivalents	$	2,849		$	—	$	—		$	6,020		$	8,869
Accounts receivable:
Oil and natural gas sales, net		54,836			4,600		(4,600	)		—			54,836
Joint interest and other, net		12,912			—		—			—			12,912
Short term deposit on acquisitions		61,200								(61,200	)		—
Prepaid expenses and other current assets		4,002			162		(162	)		—			4,002
Commodity derivative assets		24,838			—		—			—			24,838

Total current assets		160,637			4,762		(4,762	)		(55,180	)		105,457

Oil and natural gas properties, full cost method		1,264,212			—		—			426,928			1,691,140
Midstream and other property and equipment		57,116			378,560		(378,560	)		210,522			267,638
Less: Accumulated depreciation, depletion, and amortization		(256,712	)		—		—			—			(256,712	)

Property, Equipment and Improvements, net		1,064,616			378,560		(378,560	)		637,450			1,702,066

Operating lease right-of-use assets, net		1,147			—		—			—			1,147
Deferred tax asset, net		4,858			—		—			—			4,858
Other assets		6,709			476		(476	)		12,743			19,452
Other intangible assets					—		—			60,000			60,000
Commodity derivative assets		2,885			—		—			—			2,885

Total assets	$	1,240,852		$	383,798	$	(383,798	)	$	655,013		$	1,895,865

Total Liabilities, Mezzanine Equity and Stockholders’ Equity / Members’ Equity
Current Liabilities:
Accounts payable	$	38,572		$	1,814	$	(1,814	)	$	—		$	38,572
Royalties payable		39,686			—		—			13,056			52,742
Accrued liabilities		23,021			4,122		(4,122	)		11,239			34,260
Operating lease liabilities		181			—		—			—			181
Commodity derivative liabilities, short-term		1,106			—		—			—			1,106

Total current liabilities		102,566			5,936		(5,936	)		24,295			126,861

Credit facility borrowings		150,862			—		—			306,730			457,592
Operating lease liabilities, net of current portion		966			—		—			—			966
Asset retirement obligations		3,636			562		(562	)		497			4,133
Commodity derivative liabilities		3,361			—		—			—			3,361
Tax Receivable Agreement		1,537			—		—			—			1,537

Total liabilities		262,928			6,498		(6,498	)		331,522			594,450

Mezzanine Equity:
Series A Preferred Stock		—			—		—			335,605			335,605
Redeemable non-controlling interest		670,785			—		—			—			670,785
Stockholders’ equity / members’ equity
Members’ equity		—			—		—			—			—
Class A common stock—$0.01 par value; 400,000,000 shares authorized		155			—		—			—			155
Class B common stock—$0.01 par value; 150,000,000 shares authorized		452			—		—			—			452
Additional paid-in capital		310,972			—		—			—			310,972
Accumulated deficit		(4,440	)		—		—			(12,114	)		(16,554	)

Total stockholders’ equity / members’ equity		307,139			—		—			(12,114	)		295,025

Total liabilities, mezzanine equity and stockholders’ equity / members’ equity	$	1,240,852		$	6,498	$	(6,498	)	$	655,013		$	1,895,865

See the accompanying notes to the unaudited pro forma consolidated financial statements.

INFINITY NATURAL RESOURCES, INC.

UNAUDITED PRO FORMA CONDENSED COMBINED STATEMENT OF OPERATIONS

(in thousands)


	For the Twelve Months Ended December 31, 2025
						Transaction Accounting Adjustments
	Infinity Historical			Antero Historical		Removal of Antero Historical				Antero Acquisitions			Pro Forma Combined
Revenues
Oil, natural gas, and natural gas liquids sales	$	350,375		$	199,365	$	(199,365	)	3	$	119,618		$	469,993
Midstream activities		6,056			47,616		(47,616	)	3		—			6,056

Total revenues		356,431			246,981		(246,981	)			119,618			476,049
Operating expenses:
Gathering, processing, and transportation		54,779			104,180		(104,180	)	3		37,224			92,003
Lease operating		26,675			27,981		(27,981	)	3		13,503			40,178
Production and ad valorem taxes		5,918			3,569		(3,569	)	3		2,141			8,059
Depreciation, depletion, and amortization		103,751			13,115		(13,115	)	3		29,646			133,397
General and administrative		153,413			2,788		(2,788	)	3		1,673			155,086
Transaction costs		—			—		—				11,239			11,239
Impairment of property and equipment		—			86,781		(86,781	)	3		52,069			52,069

Total operating expenses		344,536			238,414		(238,414	)			147,495			492,031

Operating income		11,895			8,567		(8,567	)			(27,877	)		(15,982	)
Other income (expense):
Interest, net		(9,666	)		—		—				(28,927	)		(38,593	)
Gain (loss) on derivative instruments		58,407			—		—				—			58,407
Other income (expense)		(1,535	)		—		—				(887	)		(2,422	)

Net income (loss) before income tax expense (benefit)		59,101			8,567		(8,567	)	3		(57,691	)		1,410
Income tax expense (benefit)		(4,858	)				—				(4,742	)		(9,600	)

Net income (loss)		63,959			8,567		(8,567	)			(52,949	)		11,010

Net income attributable to Infinity Natural Resources, LLC prior to the reorganization		9,914												9,914
Net income attributable to redeemable non-controlling interests		40,209			—		—				(39,394	)		815

Net income attributable to Infinity Natural Resources, Inc.		13,836			8,567		(8,567	)			(13,555	)		281

Net income attributable to Infinity natural Resources, Inc. per share of Class A common stock
Basic:
Weighted-average number of Class A common stock outstanding		15,382,681												15,382,681
Net income (Loss) attributable to Infinity Natural Resources, Inc.	$	0.90											$	(3.53	)
Diluted:
Weighted-average number of Class A common stock outstanding		60,954,639												15,382,681
Net income attributable to Infinity Natural Resources, Inc.	$	0.89											$	(3.53	)

See the accompanying notes to the unaudited pro forma consolidated financial statements.

INFINITY NATURAL RESOURCES, INC.

NOTES TO THE UNAUDITED PRO FORMA COMBINED FINANCIAL STATEMENTS

Note 1 - Basis of Presentation

The pro forma financial statements have been prepared in accordance with Article 11 of Regulation S-X as amended by the final rule, Release No. 33-10786, “Amendments to Financial Disclosures about Acquired and Disposed Businesses.” Release No. 33-10786 replaces the existing pro forma adjustment criteria which simplified requirements to depict the accounting for the transaction (“Transaction Accounting Adjustments”) and present the reasonably estimable synergies and other transaction effects that have occurred or are reasonably expected to occur (“Management Adjustments”). Only Transaction Accounting Adjustments are presented in the pro forma financial information and the notes thereto. The adjustments presented in the pro forma financial statements have been identified and presented to provide relevant information necessary for an understanding of the Antero Acquisition and related financing transaction.

The Antero Acquisition will be accounted for as business combination pursuant to the guidance in ASC 805, using the acquisition method of accounting. Under the acquisition method, the Company will record the assets acquired and liabilities assumed at their respective fair values at the acquisition date. The pro forma balance sheet as of December 31, 2025 assumes the Antero Acquisition occurred on December 31, 2025. The pro forma statement of operations for the year ended December 31, 2025 gives pro forma effect to the Antero Acquisition as if it had occurred on January 1, 2025.

The pro forma adjustments related to the purchase price allocation of the Antero Acquisition are preliminary and are subject to revisions as additional information becomes available. Revisions to the preliminary purchase price allocation of the assets acquired and liabilities assumed may have a significant impact on the pro forma amounts. The pro forma adjustments related to the Antero Acquisition reflect the fair values of the assets acquired and liabilities assumed as of the date indicated. The pro forma adjustments do not necessarily reflect the fair values that would have been recorded if the acquisition had occurred on December 31, 2025. Management believes that its assumptions and methodologies provide a reasonable basis for presenting all of the significant effects of the Antero Acquisition based on information available to management at this time and the pro forma adjustments give appropriate effect to those assumptions and are properly applied in the unaudited pro forma combined financial statements.

The pro forma basic and diluted earnings per Class A common stock amounts presented in the unaudited pro forma statement of operations are based on the weighted average number of the Class A common stock outstanding, assuming the Antero Acquisition occurred at the beginning of the earliest period presented.

The pro forma financial information does not give effect to any anticipated synergies, operating efficiencies, tax savings, or cost savings that may be associated with the Antero Acquisition. The unaudited pro forma combined financial information is not necessarily indicative of what the actual results of operations and financial position would have been had Antero Acquisition taken place on the dates indicated, nor are they indicative of the future consolidated results of operations or financial position of the post-combination company.

Note 2 – Preliminary Purchase Price Allocation

The Antero Acquisition will be accounted for under the acquisition method of accounting for business combinations in accordance with Accounting Standards Codification 805, Business Combinations (“ASC 805”). The allocation of the preliminary estimated purchase price with respect to the business combination is based upon management’s estimates of and assumptions related to the fair values of assets to be acquired and liabilities to be assumed as of December 31, 2025, using currently available information. Due to the fact the pro forma financial statements have been prepared based on these preliminary estimates, the final purchase price allocation and the resulting effect on the financial position and results of operations may differ significantly from the pro forma amounts included herein.

The final purchase price allocation for the business combinations will be performed subsequent to closing and adjustments to estimated amounts or recognition of additional assets acquired or liabilities assumed may occur as more detailed analyses are completed and additional information is obtained about the facts and circumstances that existed as of the closing date of the Antero Acquisition. The Company expects to finalize the purchase price allocation no later than 12 months after completing the Antero Acquisition.

The preliminary purchase price allocation is subject to change due to several factors, including, but not limited to:

•

changes in the estimated fair value of the assets acquired and liabilities assumed as of the closing date of the acquisition, which could result from additional valuation analysis, changes in future oil and natural gas commodity prices, reserves estimates, discount rates and other factors; and

•

the factors described in the section titled “Risk Factors”.

INFINITY NATURAL RESOURCES, INC.

NOTES TO THE UNAUDITED PRO FORMA COMBINED FINANCIAL STATEMENTS

The following table presents the estimated consideration and preliminary purchase price allocation of the assets acquired and liabilities assumed in the Antero Acquisition:


(in thousands)	Preliminary Consideration
Estimated consideration
Cash	$	474,542
Series A Preferred Stock issued		209,355

Total estimated consideration	$	683,897


	Preliminary Purchase Price Allocation
Assets Acquired:
Oil and natural gas properties, full cost method	$	426,928
Midstream and other property and equipment		210,522
Other intangible assets		60,000

Total assets acquired	$	697,450

Liabilities Assumed:
Royalties payable		13,056
Asset retirement obligations		497

Total Liabilities Assumed		13,553

Net Assets Acquired	$	683,897

Note 3 – Removal of Historical Antero to Effectuate the Antero Acquisition

As the Company determined their portion of the undivided interest (60%) acquired as part of the Antero Acquisition will be accounted for as a business combination, the historical account balances of Antero have been eliminated. Incremental activity related to the transaction, including the acquisition of the upstream oil and gas properties, rights, gathering, compression and transportation systems, water facilities and systems, equipment and related assets and the incremental revenues, direct operating costs and interest expense, have been reflected as transaction accounting adjustments within the pro forma financial statements.

Note 4 – Transaction Accounting Adjustments – Balance Sheet

The unaudited pro forma combined balance sheet has been adjusted to reflect the Antero Acquisition and has been prepared for informational purposes only.

(a)

Reflects the gross proceeds of $350 million from Infinity’s issuance of 350,000 Series A Preferred Stock, net of $14.4 million of equity issuance costs. Net proceeds of $335.6 million were used to (i) fund $210.1 million of the Antero Acquisition purchase price, (ii) reduce $102.3 million of borrowing under the credit facility, (iii) $13.6 million for debt issuance costs, and (iv) the remaining $10.3 million will be used for transaction costs associated with the Antero Acquisition and the Company’s operations.

(b)

Reflects the increase of $409 million of borrowings under the Company’s credit facility, net of debt issuance costs of $13.3 million to fund the Antero Acquisition.

(c)

Reflects the consideration transferred and preliminary purchase price allocation for the Antero Acquisition consisting of the following:

•

the total consideration of $683.9 million paid for the Antero Acquisition funded by (i) $209.4 million of the $350 million of 350,000 Series A Preferred Stock which were issued net of issuance costs of $14.4 million; (ii) borrowings under the Company’s credit facility of $409.0 million; (iii) $61.2 million of cash transferred from escrow and reflected as a short term deposit; and (iv) $4.3 million of cash on hand.

•

the estimated fair value of $426.9 million of oil and natural gas properties, $210.5 million of midstream and other property and equipment and $60.0 million of intangible assets acquired based on the preliminary purchase price allocation.

•

the estimated fair value of $13.1 and $0.5 million of royalties payable and asset retirement obligations assumed, respectively, based on the preliminary purchase price allocation.

INFINITY NATURAL RESOURCES, INC.

NOTES TO THE UNAUDITED PRO FORMA COMBINED FINANCIAL STATEMENTS

•

the estimated transaction costs of $11.2 million primarily consisting of financial, legal and filing fees expected to be paid.

(d)

Reflects the (i) capitalization of $13.3 million of debt issuance costs, (ii) payment of $0.4 million of accrued interest and loan fees, and (iii) $0.5 loss on extinguishment of debt associated with the modification of the Company credit facility in connection with the Antero Acquisition.

Note 5 – Transaction Accounting Adjustments – Statement of Operations

(a)

Represents the Company’s 60% undivided interest in the revenues and direct expenses generated by the Antero Upstream and Midstream businesses acquired pursuant to the Antero Acquisition including a pro forma adjustment to eliminate intercompany revenue transactions of $47.6 million between Antero Midstream and Antero Resources.

(b)

Represents the estimated increase to depletion expense of $18.6 million computed on a unit of production basis following the preliminary purchase price allocation to oil and natural gas properties, as if the Antero Acquisition was consummated on January 1, 2025. The preliminary depletion expense assumes all oil and natural gas properties acquired are subject to depletion.

(c)

Represents the estimated increase to depreciation expense of $4.9 million computed on a straight-line basis using an estimated weighted average useful life of 43.8 years following the preliminary purchase price allocation to midstream and other property and equipment, as if the Antero Acquisition was consummated on January 1, 2025.

(d)

Represents the estimated increase to amortization expense of $6.1 million computed on a straight line basis using an estimated weighted average useful life of 9.9 years following the preliminary purchase price allocation to contract based intangible assets, as if the Antero Acquisition was consummated on January 1, 2025.

(e)

Represents the estimated increase to depreciation, depletion and amortization expense of $0.1 million related to accretion expense following the preliminary purchase price allocation to asset retirement obligations, as if the Antero Acquisition was consummated on January 1, 2025.

(f)

Represents the estimated increase to interest expense resulting from the interest on the additional borrowings under the Company’s existing credit facility that were used to finance the acquisition. The Company’s credit facility bears interest at SOFR plus a margin ranging from 2.75% to 3.75%. The unaudited pro forma condensed combined statement of operations for the year ended December 31, 2025 used the weighted average interest of 7.2% on the net outstanding borrowings of $457.6 million. A 1/8 of a percent point increase or decrease in the benchmark rate would impact the pro forma interest expense by $4.1 million.

(g)

Represents the estimated increase to amortization expense resulting from capitalization of $13.3 million of debt issuance costs associated with the modification of the Company credit facility in connection with the Antero Acquisition. The pro forma adjustment reflects (i) the reversal of approximately $2.3 million of Infinity historical debt issuance cost, (ii) amortization of debt issuance costs subsequent to the modification of $5.2 million, (iii) $0.5 million loss on extinguishment of debt, and (iv) $0.4 million of accrued interest and loan fees as if the modification had occurred on January 1, 2025.

(h)

Represents the estimated incremental income tax benefit associated with the Company’s historical statement of operations, using an effective tax rate of approximately (8.22)% on net earnings from the Antero Acquisition.

(i)

Reflects the impact of the net income attributable to the redeemable non-controlling interests in as a result of the Antero Acquisition. The net income attributable to the redeemable non-controlling interests was 74.4% for the year ended December 31, 2025.

(j)

Reflects the estimated transaction costs of $11.2 million related to the Antero Acquisition consisting of financial, legal and filing fees expected to be paid.

INFINITY NATURAL RESOURCES, INC.

NOTES TO THE UNAUDITED PRO FORMA COMBINED FINANCIAL STATEMENTS

Not included above are costs associated with various corporate and operational services to be provided between Infinity and Antero on a transitional basis for up to 24 months commencing immediately following the transaction close subject to the terms and conditions of a transition services agreement. These costs will be reimbursed between Infinity and Antero during the transition period and such costs will no longer exist after the transition period. These amounts are not expected to have a continuing impact to Infinity, and therefore, they are not included as a pro forma adjustment.

INFINITY NATURAL RESOURCES, INC.

NOTES TO THE UNAUDITED PRO FORMA COMBINED FINANCIAL STATEMENTS

Note 6 – Earnings Per Share (“EPS”)

Pro forma net income per Class A common stock is determined by dividing the pro forma net income attributable to Infinity Natural Resources, Inc. by the number of Class A common stock outstanding reflected in the unaudited pro forma combined financial statements. All Class A common stock were assumed to have been outstanding since the beginning of the periods presented. The calculation of diluted net income per Class A common stock for year ended December 31, 2025 includes Series A Preferred Stock, Class A common stock issuable upon the exchange of Infinity Natural Resources, LLC units (“INR Units”) the outstanding Class B common stock and the unvested performance stock units (“PSUs”) and restricted stock units (“RSUs”) issuable upon vesting.


(in thousands, except per share amounts)	December 31, 2025
Numerator for Basic & Diluted EPS:
Pro forma net income attributable to Infinity Natural Resources, Inc.	$	281
Less
Pro forma dividends of Series A Preferred Stock		(29,027	)
Pro forma accretion of Series A Preferred Stock		(25,559	)
Pro forma net loss attributable to Infinity Natural Resources, Inc.	$	(54,306	)
Pro forma weighted average of common units outstanding:
Basic		15,382,681
Effect of dilutive securities:
Series A Preferred Stock		—
Class B Units		—
RSUs		—
PSUs		—
Diluted		15,382,681
Pro forma net loss attributable to common units
Basic & Diluted	$	(3.53	)

The calculation of pro forma diluted net loss per share for the year ended December 31, 2025 excludes (i) the exchange of Series A Preferred Stock and INR Units (and the cancellation of an equal number of shares of Class B common stock) to Class A common stock and (ii) unvested RSUs and PSUs because their inclusion in the calculation would be anti-dilutive.

Note 7 – Supplemental Pro Forma Oil and Natural Gas Reserve Information

The following unaudited supplemental pro forma oil and natural gas reserve tables present how the combined oil and natural gas reserves and standardized measure information of the Company and the Antero Acquisition (related to Antero Resources) may have appeared had the Antero Acquisition occurred on January 1, 2025. The supplemental pro forma combined oil and natural gas reserves and standardized measure information are for illustrative purposes only. Numerous uncertainties are inherent in estimating quantities and values of proved reserves including future rates of production, exploration and development expenditures, commodity prices, and service costs which may affect the reserve volumes attributable to the properties and the standardized measure of discounted future net cash flows.

The following tables provide a summary of the changes in estimated proved reserves for the year ended December 31, 2025, as well as pro forma proved developed as of the beginning and end of the year, giving effect to the Antero Acquisition as if it had occurred on January 1, 2025.

Estimated Pro Forma Combined Quantities of Proved Reserves


	Crude Oil and Condensate (MBbls)
	INR			Antero			Pro Forma
Net proved reserves at December 31, 2024		37,354			979			38,333
Revisions of previous estimates		(886	)		142			(744	)
Purchase of minerals in place					29			29
Production		(3,074	)		(71	)		(3,145	)
Extensions		3,277			—			3,277

Net proved reserves at December 31, 2025		36,671			1,078			37,750

Net Proved Developed Reserves
December 31, 2024		14,577			775			15,352
December 31, 2025		14,717			773			15,490

INFINITY NATURAL RESOURCES, INC.

NOTES TO THE UNAUDITED PRO FORMA COMBINED FINANCIAL STATEMENTS


	Natural Gas (MMcfs)
	INR			Antero			Pro Forma
Net proved reserves at December 31, 2024		617,015			266,972			883,987
Revisions of previous estimates		(17,428	)		45,412			27,984
Purchase of minerals in place					7,304			7,304
Production		(45,596	)		(23,234	)		(68,830	)
Extensions		362,633			—			362,633

Net proved reserves at December 31, 2025		916,624			296,453			1,213,078

Net Proved Developed Reserves
December 31, 2024		248,634			249,317			497,951
December 31, 2025		417,362			269,555			686,917


	Natural Gas Liquids (MBbls)
	INR			Antero			Pro Forma
Net proved reserves at December 31, 2024		30,156			10,584			40,740
Revisions of previous estimates		4,157			1,408			5,565
Purchase of minerals in place					215			215
Production		(2,209	)		(899	)		(3,108	)
Extensions		3,444			0			3,444

Net proved reserves at December 31, 2025		35,548			11,308			46,856

Net Proved Developed Reserves
December 31, 2024		12,856			9,425			22,281
December 31, 2025		15,958			9,563			25,521


	Total (Mboe)
	INR			Antero			Pro Forma
Net proved reserves at December 31, 2024		170,346			56,058			226,404
Revisions of previous estimates		366			9,119			9,485
Purchase of minerals in place		—			1,461			1,461
Production		(12,882	)		(4,842	)		(17,724	)
Extensions		67,160			—			67,160

Net proved reserves at December 31, 2025		224,990			61,796			286,786

Net Proved Developed Reserves
December 31, 2024		68,872			51,753			120,625
December 31, 2025		100,235			55,262			155,497

Pro Forma Combined Changes in the Standardized Measure of Discounted Future Net Cash Flows


	As of December 31, 2025
	INR			Antero			Pro Forma
Future cash inflows	$	5,511,802		$	1,542,490		$	7,054,292
Future development costs		(764,219	)		(973,936	)		(1,738,155	)
Future production costs		(1,824,402	)		(41,126	)		(1,865,528	)
Future income tax expense		(531,584	)		—			(531,584	)

Future net cash flows		2,391,597			527,428			2,919,025
Less 10% annual discount to reflect estimated timing of cash flows		(1,310,404	)		(249,878	)		(1,560,282	)

Standard measure of discounted future net cash flows	$	1,081,193		$	277,550		$	1,358,743

INFINITY NATURAL RESOURCES, INC.

NOTES TO THE UNAUDITED PRO FORMA COMBINED FINANCIAL STATEMENTS

The following summarizes the principal sources of change in the Standardized Measure of discounted future net cash flows and such changes have been computed in accordance with ASC 932:


	As of December 31, 2025
	INR			Antero			Pro Forma
Beginning of period	$	972,518		$	93,938		$	1,066,456
Sales of oil, natural gas, NGLs, net of production costs		(263,003	)		(47,177	)		(310,180	)
Acquisitions of reserves					7,306			7,306
Extensions, net of future development costs		299,655			—			299,655
Net changes of prices and production costs		238,597			195,673			434,270
Previously estimated development costs incurred		118,750			—			118,750
Change in estimated future development costs		(27,274	)		(23,831	)		(51,105	)
Revisions of previous quantity estimates		22,064			42,247			64,311
Accretion of discount		79,321			9,394			88,715
Net change in income taxes		(251,800	)		—			(251,800	)
Net change in timing of production and other		(107,635	)		—			(107,635	)

End of period	$	1,081,193		$	277,550		$	1,358,743

Source: View Original Filing on SEC EDGAR

FAQ

What transaction does Infinity Natural Resources (INR) detail in this 8-K/A amendment?

Infinity Natural Resources details its acquisition of certain upstream oil and gas properties and related midstream assets in Ohio from Antero affiliates for about $1.2 billion in cash, split between $800 million for upstream assets and $400 million for midstream infrastructure.

What new financial statements are included for the Antero assets acquired by INR?

The filing adds audited 2024 and 2025 statements of revenues and direct operating expenses for Antero’s Utica Shale upstream properties and audited abbreviated financial statements for related midstream property and equipment, giving investors clearer historical revenue, cost, asset and liability detail for the specific assets Infinity acquired.

What pro forma information does Infinity Natural Resources (INR) provide for the Antero acquisition?

Infinity includes unaudited pro forma combined balance sheet and income statement information for the year ended December 31, 2025, assuming the Antero acquisition occurred on January 1, 2025. This illustrates how revenue, expenses and leverage might have looked on a combined basis for that period.

How did Infinity Natural Resources finance the Antero asset purchase?

To support the acquisition, Infinity issued $350.0 million of Series A Convertible Preferred Stock to affiliates of Quantum Capital Group and Carnelian Energy Capital and amended its credit facility, raising the borrowing base and elected commitments from $375.0 million to $875.0 million under a Fourth Credit Agreement Amendment.

What do the Utica Shale property financials show about revenues and expenses?

For 2025, the Antero Utica Shale upstream properties generated total revenue of $199,365 thousand and direct operating expenses of $120,736 thousand, yielding an excess of revenues over direct operating expenses of $78,629 thousand. These figures exclude overhead, depletion, interest and taxes, so they are not full stand‑alone income statements.

What changes were made to Infinity Natural Resources’ credit facility in connection with the deal?

The Fourth Amendment to Infinity’s credit agreement increased the aggregate elected commitments and borrowing base from $375.0 million to $875.0 million and removed a prior credit spread adjustment on SOFR borrowings, expanding available liquidity tied to the enlarged reserve base after the Antero acquisition.

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Infinity Natural Resources (NYSE: INR) details $1.2B Antero Utica acquisition and financing

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FAQ

What transaction does Infinity Natural Resources (INR) detail in this 8-K/A amendment?

What new financial statements are included for the Antero assets acquired by INR?

What pro forma information does Infinity Natural Resources (INR) provide for the Antero acquisition?

How did Infinity Natural Resources finance the Antero asset purchase?

What do the Utica Shale property financials show about revenues and expenses?

What changes were made to Infinity Natural Resources’ credit facility in connection with the deal?

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Infinity Natural Resources (NYSE: INR) details $1.2B Antero Utica acquisition and financing

Rhea-AI Filing Summary

Positive

Negative

FAQ

What transaction does Infinity Natural Resources (INR) detail in this 8-K/A amendment?

What new financial statements are included for the Antero assets acquired by INR?

What pro forma information does Infinity Natural Resources (INR) provide for the Antero acquisition?

How did Infinity Natural Resources finance the Antero asset purchase?

What do the Utica Shale property financials show about revenues and expenses?

What changes were made to Infinity Natural Resources’ credit facility in connection with the deal?

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