Stock-funded PA oil asset deal by Infinity Natural (NYSE: INR)

Rhea-AI Filing Summary

Infinity Natural Resources, Inc. entered into and closed a purchase and sale agreement on January 20, 2026 to acquire certain non-operated rights, title and interests in oil and gas properties and related assets in Pennsylvania from Chase Oil Corporation and other sellers. As consideration, the company issued 2,517,194 shares of its Class A common stock as stock consideration.

The shares were issued in a private transaction relying on the Securities Act Section 4(a)(2) exemption, with only five recipients, each representing accredited investor status. The company also issued a press release announcing the consummation of the acquisition, which is furnished as an exhibit.

Insights

Equity Capital Markets Analyst

Infinity exchanges 2.52M shares for non-operated Pennsylvania oil and gas interests in a private deal.

Infinity Natural Resources, Inc. completed an acquisition of non-operated oil and gas interests in Pennsylvania, paying entirely in equity. The company issued 2,517,194 Class A common shares as stock consideration, which shifts part of the transaction cost from cash to shareholder dilution.

The shares were issued under the Section 4(a)(2) private offering exemption, with only five accredited investors receiving stock. This structure avoids a public offering process and related registration costs, but concentrates new share ownership among a small group of sellers.

The impact on existing shareholders depends on the relative value of the acquired interests versus the dilution from 2.52 million new shares. Future disclosures, including financial details of the acquired properties, would help clarify how this transaction affects production, reserves, and cash flow.

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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): January 20, 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)

__________________________

Check the appropriate box below if the Form 8-K is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

o			Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o			Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o			Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o			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 x

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. o

Item 3.02. Unregistered Sales of Equity Securities.

On January 20, 2026, Infinity Natural Resources, Inc. (the “Company”) (solely for certain limited purposes) and Infinity Natural Resources, LLC entered into a purchase and sale agreement (the “Purchase Agreement”) with Chase Oil Corporation, a New Mexico corporation, and certain other sellers (each a “Seller” and, collectively, “Sellers”) for the acquisition of certain non-operated rights, title and interests in oil and gas properties, rights and related assets located in the State of Pennsylvania from the Sellers (the “Acquisition”), for consideration of 2,517,194 shares of the Company’s Class A common stock, par value $0.01 per share (the “Stock Consideration”). The Acquisition closed on January 20, 2026, simultaneously with the execution of the Purchase Agreement.

The issuance of the Stock Consideration was completed in reliance upon an exemption from the registration requirements of the Securities Act of 1933, as amended (the “Securities Act”), pursuant to Section 4(a)(2) thereof as a transaction by an issuer not involving any public offering. The Company’s reliance on Section 4(a)(2) of the Securities Act is based upon the following factors: (a) the issuance of the Stock Consideration was an isolated private transaction by the Company that did not involve a public offering, (b) there were only five recipients and (c) representations from each Seller to support such exemption, including with respect to each Seller’s status as an “accredited investor” (as that term is defined in Rule 501(a) of Regulation D promulgated under Section 4(a)(2) of the Securities Act).

Item 7.01. Regulation FD Disclosure.

On January 20, 2026, the Company issued a press release announcing the consummation of the Acquisition. 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 on Form 8-K 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 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
99.1						Press Release, dated January 20, 2026.
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: January 20, 2026

FAQ

What acquisition did Infinity Natural Resources (INR) report in this 8-K?

Infinity Natural Resources reported acquiring certain non-operated rights, title and interests in oil and gas properties and related assets in Pennsylvania from Chase Oil Corporation and other sellers.

How did Infinity Natural Resources pay for the Pennsylvania oil and gas assets?

Infinity Natural Resources paid with equity, issuing 2,517,194 shares of its Class A common stock as stock consideration to the sellers.

When did Infinity Natural Resources close the acquisition of the Pennsylvania assets?

The acquisition of the Pennsylvania oil and gas interests closed on January 20, 2026, simultaneously with the execution of the purchase and sale agreement.

What securities law exemption did Infinity Natural Resources use for issuing the shares?

The company relied on the Section 4(a)(2) exemption under the Securities Act of 1933, treating the issuance as a private transaction not involving a public offering.

How many recipients received the stock consideration from Infinity Natural Resources?

There were five recipients of the stock consideration, each providing representations supporting the private offering exemption, including status as an accredited investor.

Did Infinity Natural Resources issue a press release about the acquisition?

Yes. Infinity Natural Resources issued a press release on January 20, 2026 announcing the consummation of the acquisition, which is included as Exhibit 99.1.