Infinity Natural Resources (INR) to acquire Ohio upstream and midstream assets for $1.2B total

Rhea-AI Filing Summary

Infinity Natural Resources, Inc. announced that its subsidiary Infinity Natural Resources, LLC agreed with Northern Oil and Gas to acquire upstream and midstream energy assets in Ohio from Antero affiliates. The upstream purchase totals $800 million in cash for oil and gas properties, with Infinity’s share at $408 million and a 51% operating interest, while Northern takes 49%. A separate midstream deal covers gathering, compression, transportation and water assets for $400 million in cash, with Infinity paying $204 million and again operating a 51% interest.

The parties must satisfy customary closing conditions, and 10% deposits of each purchase price have been placed in escrow. To support financing, Infinity’s subsidiary secured a debt commitment to increase its revolving credit capacity or, if needed, refinance it, targeting an elected commitment and borrowing base of $875 million. The company also amended its existing credit agreement to adjust hedging, debt and acquisition provisions, aligning its capital structure with these planned acquisitions.

Insights

Energy M&A and Capital Structure Analyst

Infinity commits to large Ohio upstream and midstream acquisitions backed by expanded debt capacity.

Infinity Natural Resources, through INR Holdings, agreed to buy Ohio upstream oil and gas assets for $800 million and midstream assets for $400 million, both payable in cash. INR Holdings will own and operate a 51% interest in each asset package, while Northern Oil and Gas holds the remaining 49%. This combines operating control with a non-operated partner to share capital needs and risks.

To fund its $408 million upstream share and $204 million midstream share, INR Holdings obtained a debt commitment from Citibank targeting an upsized or refinanced revolving credit facility with an elected commitment and borrowing base of $875 million. The company also executed a third amendment to its existing credit agreement, revising hedging, debt incurrence and permitted acquisition terms, which aligns lending covenants with the planned expansion.

Both acquisitions are subject to customary closing conditions in the purchase agreements, and the buyers have deposited 10% of each unadjusted purchase price into escrow as performance assurance. Actual impact on cash flow and leverage will depend on closing of the transactions, final purchase price adjustments and subsequent borrowing activity when initial draws under the upsized or refinanced facility occur concurrently with consummation of the acquisitions.

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): December 5, 2025

INFINITY NATURAL RESOURCES, INC.

(Exact name of registrant as specified in its charter)

Delaware		001-42499		99-3407012
(State or other jurisdiction of incorporation)		(Commission File Number)		(I.R.S. Employer Identification No.)

2605 Cranberry Square

Morgantown, WV 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. ☐

Item 1.01 Entry Into a Material Definitive Agreement.

Upstream Purchase Agreement

On December 5, 2025, Infinity Natural Resources, LLC (“INR Holdings”) and Northern Oil and Gas Inc. (“Northern” and, together with INR Holdings, the “Upstream Buyers”) entered into a purchase and sale agreement (the “Upstream Purchase Agreement”) with Antero Resources Corporation, a Delaware corporation, Antero Minerals LLC, a Delaware limited liability company and Monroe Pipeline LLC, a Delaware limited liability company (collectively, the “Upstream Sellers”), pursuant to which the Upstream Buyers agreed to jointly purchase from the Upstream Sellers certain rights, title and interests in upstream oil and gas properties, rights and related assets located in the State of Ohio (the “Upstream Assets”). INR Holdings will acquire an undivided 51% interest, and Northern will acquire an undivided 49% interest, in the Upstream Assets.

As consideration for the transfer of the Upstream Assets and the transactions contemplated by the Upstream Purchase Agreement (collectively, the “Upstream Acquisition”), the purchase price shall be $800 million payable in cash (the “Upstream Purchase Price”), as adjusted in accordance with the Upstream Purchase Agreement, and the Upstream Buyers will assume certain liabilities related to the Upstream Assets as set forth in the Upstream Purchase Agreement. INR Holdings’ share of the purchase price for the Upstream Assets is $408 million, and Northern’s share of the purchase price for Upstream Assets is $392 million. INR Holdings will operate the Upstream Assets.

Midstream Purchase Agreement

On December 5, 2025, INR Holdings and Northern (collectively, the “Midstream Buyers”) also entered into a purchase and sale agreement (the “Midstream Purchase Agreement” and, together with the Upstream Purchase Agreement, the “Purchase Agreements”) with Antero Midstream LLC, a Delaware limited liability company, Antero Water LLC, a Delaware limited liability company, and Antero Treatment LLC, a Delaware limited liability company (collectively, the “Midstream Sellers” and, together with the Upstream Sellers, the “Sellers”), pursuant to which the Midstream Buyers agreed to jointly purchase from the Midstream Sellers 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 “Assets”). INR Holdings will acquire an undivided 51% interest, and Northern will acquire an undivided 49% interest, in the Midstream Assets.

As consideration for the transfer of the Midstream Assets and the transactions contemplated by the Midstream Purchase Agreement (collectively, the “Midstream Acquisition” and, together with the Upstream Acquisition, the “Acquisitions”), the purchase price shall be $400 million payable in cash (the “Midstream Purchase Price” and, together with the Upstream Purchase Price, the “Purchase Price”), as adjusted in accordance with the Midstream Purchase Agreement, and the Midstream Buyers will assume certain liabilities related to the Midstream Assets as set forth in the Midstream Purchase Agreement. INR Holdings’ share of the purchase price for the Midstream Assets is $204 million, and Northern’s share of the purchase price for the Midstream Assets is $196 million. INR Holdings will operate the Midstream Assets.

The obligations of the parties to complete the Acquisitions are subject to the satisfaction or waiver of customary closing conditions set forth in the Purchase Agreements, including closing under such other Purchase Agreement. In connection with and upon execution of the applicable Purchase Agreement, INR Holdings and Northern collectively deposited with an escrow agent a wire of funds equal to 10% of the unadjusted applicable Purchase Price, to ensure INR Holdings’, Northern’s and the Sellers’ performance of their respective obligations thereunder and therein, pursuant to an escrow agreement among INR Holdings, Northern, the Sellers and the escrow agent, as applicable.

The Purchase Agreements have been included with this Current Report on Form 8-K (this “Current Report”) to provide investors and security holders with information regarding the terms of the transactions contemplated therein. They are not intended to provide any other factual information about INR Holdings, the Sellers or the Assets. The representations, warranties, covenants and agreements contained in the Purchase Agreements, which are made only for purposes of the respective Purchase Agreement and as of specific dates, are solely for the benefit of the parties to the respective Purchase Agreement, may be subject to limitations agreed upon by the parties (including being qualified by confidential disclosures made for the purposes of allocating contractual risk between the parties to the

respective Purchase Agreement instead of establishing these matters as facts) and may be subject to standards of materiality applicable to the contracting parties that differ from those applicable to investors and security holders. INR Holdings’ or Infinity Natural Resources, Inc.’s (the “Company”) security holders should not rely on the representations, warranties, covenants and agreements or any descriptions thereof as characterizations of the actual state of facts or condition of INR Holdings, the Sellers or the Assets. Moreover, information concerning the subject matter of the representations and warranties may change after the date of each Purchase Agreement, which subsequent information may or may not be fully reflected in the Company’s public disclosures.

The foregoing descriptions of the Upstream Purchase Agreement and Midstream Purchase Agreement and the transactions contemplated thereby are not complete and are qualified in their entirety by reference to the full text of each of the Upstream Purchase Agreement and Midstream Purchase Agreement, copies of which are filed herewith as Exhibit 2.1 and Exhibit 2.2, respectively, and are incorporated herein by reference.

Amendment to Credit Agreement

On December 5, 2025, INR Holdings entered into that certain Third Amendment to Credit Agreement (the “Amendment”), which amends that certain Credit Agreement, dated as of September 25, 2024, by and among INR Holdings, the lenders from time to time party thereto and Citibank, N.A., as the administrative agent, collateral agent and an issuing bank (as previously amended, the “Existing Agreement” and, as amended by the Amendment, the “Credit Agreement”).

The Amendment, among other things, amends certain provisions relating to hedging requirements and restrictions, debt incurrences and permitted acquisitions in the Credit Agreement.

The description of the Amendment does not purport to be complete and is subject to, and qualified in its entirety by reference to, the Amendment, a copy of which is attached hereto as Exhibit 10.1 and is incorporated herein by reference.

Debt Commitment Letter

In connection with, and concurrently with entry into, the Purchase Agreements, INR Holdings entered into a debt commitment letter dated December 5, 2025 (“Debt Commitment Letter”) with Citibank, N.A. (the “Commitment Party”). Pursuant to the Debt Commitment Letter, the Commitment Party has agreed to backstop INR Holdings obtaining certain amendments to the Credit Agreement, including increasing the elected commitments and borrowing base thereunder to $875 million (the “Upsized Credit Facility”), or if such amendments cannot be obtained from the lenders under the Credit Agreement, to provide a new revolving credit facility on substantially similar terms to the Credit Agreement and the amendments thereto being sought by INR Holdings, including elected commitments and a borrowing base of $875 million (the “Refinanced Credit Facility”), on the terms and subject to the conditions set forth in the Debt Commitment Letter, for the purposes of, among other things, financing the Acquisitions and their transactions’ respective related fees and expenses.

The initial borrowings under Upsized Credit Facility or the Refinanced Credit Facility will be concurrent with consummation of the Acquisitions, respectively. The obligations of the Commitment Party to provide the debt financing under the Debt Commitment Letter are subject to a number of customary conditions.

Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

The information set forth under “Item 1.01. Entry into a Material Definitive Agreement” is incorporated herein by reference.

Item 7.01 Regulation FD Disclosure.

On December 8, 2025, the Company issued a press release and posted an investor presentation on its website regarding the Acquisitions. A copy of the press release is furnished as Exhibit 99.1 hereto and incorporated herein by reference.

The information furnished in this Current Report pursuant to Item 7.01, including Exhibit 99.1, shall not be deemed “filed” for any purpose, including for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise be subject to the liabilities of that Section, nor shall it be deemed to be incorporated by reference in any filing of the Company under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such filing.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit Number		Description
2.1*		Purchase and Sale Agreement, dated as of December 5, 2025, by and among Antero Resources Corporation, Antero Minerals LLC and Monroe Pipeline LLC, as sellers, and Infinity Natural Resources, LLC and Northern Oil and Gas, Inc., as buyers.
2.2*		Purchase and Sale Agreement, dated as of December 5, 2025, by and among Antero Midstream LLC, Antero Water LLC and Antero Treatment LLC, as sellers, and Infinity Natural Resources, LLC and Northern Oil and Gas, Inc., as buyers.
10.1		Third Amendment to Credit Agreement, dated as of December 5, 2025, by and among, Infinity Natural Resources, LLC, the lenders party thereto and Citibank, N.A., as the administrative agent, collateral agent and an issuing bank.
99.1		Press Release, dated December 8, 2025.
104		Cover Page Interactive Data File (embedded within the Inline XBRL document).

* Certain of the schedules and exhibits to this Exhibit have been omitted pursuant to Item 601(a)(5) of Regulation S-K. A copy of any omitted schedule or exhibit will be furnished to the U.S. Securities and Exchange Commission upon request. Certain personally identifiable information has also been omitted from this exhibit pursuant to Item 601(a)(6) of Regulation S-K.

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: December 8, 2025

FAQ

What major transactions did Infinity Natural Resources (INR) announce in this 8-K?

Infinity Natural Resources disclosed that its subsidiary agreed with Northern Oil and Gas to acquire Ohio upstream oil and gas assets for an aggregate cash purchase price of $800 million and midstream gathering, compression, transportation and water assets for $400 million, with Infinity holding a 51% interest and operatorship in each.

How much of the acquisition cost will Infinity Natural Resources (INR) bear?

For the upstream assets, Infinity’s subsidiary INR Holdings will pay $408 million, and for the midstream assets it will pay $204 million, reflecting its 51% undivided interest in both the upstream and midstream packages.

How are the Infinity Natural Resources (INR) acquisitions being financed?

INR Holdings entered into a Debt Commitment Letter with Citibank, under which Citibank agreed to backstop amendments to increase the Credit Agreement’s elected commitments and borrowing base to $875 million, or provide a new revolving credit facility on similar terms, to help finance the acquisitions and related fees and expenses.

What changes were made to Infinity Natural Resources’ existing credit agreement?

On December 5, 2025, INR Holdings signed a Third Amendment to Credit Agreement that modifies provisions related to hedging requirements and restrictions, debt incurrences and permitted acquisitions, updating the facility terms in connection with the planned acquisitions.

Are the Infinity Natural Resources acquisitions already closed?

No. The obligations of the parties to complete the acquisitions are subject to satisfaction or waiver of customary closing conditions in the purchase agreements, and closing under each acquisition is also conditioned on closing under the other purchase agreement.

What escrow arrangements were made for the Infinity Natural Resources deals?

Upon signing the purchase agreements, INR Holdings and Northern collectively deposited funds equal to 10% of the unadjusted purchase price for each transaction with an escrow agent to secure performance of their and the sellers’ obligations under the agreements.

Did Infinity Natural Resources release additional information about these acquisitions to investors?

Yes. On December 8, 2025, the company issued a press release and posted an investor presentation on its website regarding the acquisitions, with the press release furnished as Exhibit 99.1 to the report.