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  4. [Form 3] INFINITY NATURAL RESOURCES, INC. Initial Statement of Beneficial Ownership

Large insider stake in Infinity Natural Resources (INR) via Etineles

Filing Impact
(Neutral)
Filing Sentiment
(Neutral)
Form Type
3

Rhea-AI Filing Summary

INFINITY NATURAL RESOURCES, INC. reported initial insider holdings for affiliated investment entities. Etineles Holdings V, LLC is the record holder of both preferred and common equity positions and is treated as a ten percent owner and director-level holder.

On February 23, 2026, Etineles Holdings V, LLC acquired 75,000 shares of Series A Convertible Preferred Stock at $1,000 per share. Under the stated conversion formula, this preferred stake is currently convertible into 3,506,311 shares of Class A Common Stock. Etineles Holdings V, LLC also holds 1,734 shares of Class A Common Stock that were acquired on November 12, 2025.

The filing explains a control chain in which Carnelian Energy Capital entities ultimately control CEC Selenite III Holdings, LLC, the sole member of Etineles Holdings V, LLC. All listed entities and individuals may be deemed to share beneficial ownership but expressly disclaim beneficial ownership except to the extent of their pecuniary interest.

Positive

  • None.

Negative

  • None.
Insider Etineles Holdings V, LLC, CEC Selenite III Holdings, LLC, Carnelian Energy Capital GP V, L.P.
Role Director, 10% Owner | Director, 10% Owner | Director, 10% Owner
Type Security Shares Price Value
holding Series A Convertible Preferred Stock -- -- --
holding Class A Common Stock -- -- --
Holdings After Transaction: Series A Convertible Preferred Stock — 3,506,311 shares (Direct); Class A Common Stock — 1,734 shares (Direct)
Footnotes (1)
  1. Class A Common Stock was acquired by Etineles Holdings V, LLC on November 12, 2025. On February 23, 2026, Etineles Holdings V, LLC acquired 75,000 shares of Series A Convertible Preferred Stock, par value $0.01 per share (the "Series A Preferred Stock") at a price of $1,000 per share ("Initial Liquidation Preference). Pursuant to the Certificate of Designation (as defined below), each share of Series A Preferred Stock is convertible at the option of the holder into shares of Class A Common Stock using a conversion ratio equal to the then-applicable liquidation preference (as determined in accordance with the Certificate of Designation and which equals the Initial Liquidation Preference per share as of the date hereof) divided by a conversion price of $21.39 per share (subject to customary adjustments in accordance with the Certificate of Designation), which would result in 3,506,311 shares of Class A Common Stock upon full conversion. The Series A Preferred Stock has no expiration date and is convertible at any time at the option of the holder. Etineles Holdings V, LLC is the record holder of the shares reported herein. Tomas Ackerman and Daniel Goodman are managing members of Carnelian Energy Capital Holdings, LLC, which is the general partner of Carnelian Energy Capital GP V, L.P. Carnelian Energy Capital GP V, L.P. is the general partner of Carnelian Energy Capital V, L.P. Carnelian Energy Capital V, L.P. is the sole member of CEC Selenite III Holdings, LLC, which is the sole member of Etineles Holdings V, LLC. Each of Etineles Holdings V, LLC, CEC Selenite III Holdings, LLC, Carnelian Energy Capital V, L.P., Carnelian Energy Capital GP V, L.P., Carnelian Energy Capital Holdings, LLC, and Messrs. Ackerman and Goodman may be deemed to have or share beneficial ownership of the ordinary shares held directly by Etineles Holdings V, LLC. Each such entity or person disclaims any such beneficial ownership of such securities except to the extent of their pecuniary interest therein, and this report shall not be deemed an admission that the reporting person is the beneficial owner of the securities for purposes of Section 16 or for any other purpose.
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SEC Form 3
FORM 3 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
OMB APPROVAL
OMB Number: 3235-0104
Estimated average burden
hours per response: 0.5
1. Name and Address of Reporting Person*
Etineles Holdings V, LLC
(Last) (First) (Middle)
C/O CARNELIAN ENERGY CAPITAL
2229 SAN FELIPE ST., SUITE 1450
(Street)
HOUSTON TX 77019
(City) (State) (Zip)
2. Date of Event Requiring Statement (Month/Day/Year)
02/23/2026 		3. Issuer Name and Ticker or Trading Symbol
INFINITY NATURAL RESOURCES, INC. [ INR ]
4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X Director X 10% Owner
Officer (give title below) Other (specify below)
5. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
Form filed by One Reporting Person
X Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4) 2. Amount of Securities Beneficially Owned (Instr. 4) 3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) 4. Nature of Indirect Beneficial Ownership (Instr. 5)
Class A Common Stock 1,734 D(1)
Table II - Derivative Securities Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4) 2. Date Exercisable and Expiration Date (Month/Day/Year) 3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) 4. Conversion or Exercise Price of Derivative Security 5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) 6. Nature of Indirect Beneficial Ownership (Instr. 5)
Date Exercisable Expiration Date Title Amount or Number of Shares
Series A Convertible Preferred Stock(2) (2) (2) Class A Common Stock 3,506,311(2) $21.39(2) D(3)(4)
1. Name and Address of Reporting Person*
Etineles Holdings V, LLC
(Last) (First) (Middle)
C/O CARNELIAN ENERGY CAPITAL
2229 SAN FELIPE ST., SUITE 1450
(Street)
HOUSTON TX 77019
(City) (State) (Zip)
Relationship of Reporting Person(s) to Issuer
X Director X 10% Owner
Officer (give title below) Other (specify below)
1. Name and Address of Reporting Person*
CEC Selenite III Holdings, LLC
(Last) (First) (Middle)
C/O CARNELIAN ENERGY CAPITAL
2229 SAN FELIPE ST., SUITE 1450
(Street)
HOUSTON TX 77019
(City) (State) (Zip)
Relationship of Reporting Person(s) to Issuer
X Director X 10% Owner
Officer (give title below) Other (specify below)
1. Name and Address of Reporting Person*
Carnelian Energy Capital GP V, L.P.
(Last) (First) (Middle)
C/O CARNELIAN ENERGY CAPITAL
2229 SAN FELIPE ST., SUITE 1450
(Street)
HOUSTON TX 77019
(City) (State) (Zip)
Relationship of Reporting Person(s) to Issuer
X Director X 10% Owner
Officer (give title below) Other (specify below)
Explanation of Responses:
1. Class A Common Stock was acquired by Etineles Holdings V, LLC on November 12, 2025.
2. On February 23, 2026, Etineles Holdings V, LLC acquired 75,000 shares of Series A Convertible Preferred Stock, par value $0.01 per share (the "Series A Preferred Stock") at a price of $1,000 per share ("Initial Liquidation Preference). Pursuant to the Certificate of Designation (as defined below), each share of Series A Preferred Stock is convertible at the option of the holder into shares of Class A Common Stock using a conversion ratio equal to the then-applicable liquidation preference (as determined in accordance with the Certificate of Designation and which equals the Initial Liquidation Preference per share as of the date hereof) divided by a conversion price of $21.39 per share (subject to customary adjustments in accordance with the Certificate of Designation), which would result in 3,506,311 shares of Class A Common Stock upon full conversion. The Series A Preferred Stock has no expiration date and is convertible at any time at the option of the holder.
3. Etineles Holdings V, LLC is the record holder of the shares reported herein. Tomas Ackerman and Daniel Goodman are managing members of Carnelian Energy Capital Holdings, LLC, which is the general partner of Carnelian Energy Capital GP V, L.P. Carnelian Energy Capital GP V, L.P. is the general partner of Carnelian Energy Capital V, L.P. Carnelian Energy Capital V, L.P. is the sole member of CEC Selenite III Holdings, LLC, which is the sole member of Etineles Holdings V, LLC.
4. Each of Etineles Holdings V, LLC, CEC Selenite III Holdings, LLC, Carnelian Energy Capital V, L.P., Carnelian Energy Capital GP V, L.P., Carnelian Energy Capital Holdings, LLC, and Messrs. Ackerman and Goodman may be deemed to have or share beneficial ownership of the ordinary shares held directly by Etineles Holdings V, LLC. Each such entity or person disclaims any such beneficial ownership of such securities except to the extent of their pecuniary interest therein, and this report shall not be deemed an admission that the reporting person is the beneficial owner of the securities for purposes of Section 16 or for any other purpose.
Remarks:
Each of the Reporting Persons may be deemed a "director by deputization" of Infinity Natural Resources, Inc. (the "Issuer"). Pursuant to the Certificate of Designation of Series A Convertible Preferred Stock filed by the Issuer on February 23, 2026 (the "Certificate of Designation"), Etineles Holdings V, LLC and its affiliates (collectively "Carnelian") have the right to vote their Series A Preferred Stock to appoint and elect one member to the Issuer's board of directors (the "Board"). Each of the Reporting Persons is an affiliate of Carnelian, and Matthew Kelly, a managing director of Carnelian Energy Capital Management, L.P., was appointed to serve on the Board effective February 23, 2026 pursuant to the Certificate of Designation. Because of the relationship between the Reporting Persons and Carnelian, and Carnelian's right to appoint and elect Mr. Kelly as a director, the Reporting Persons may be deemed a "director by deputization" of the Issuer within the meaning of Section 16 of the Securities Exchange Act of 1934, as amended.
Etineles Holdings V, LLC, By: /s/ Tomas Ackerman, Authorized Signatory 03/05/2026
CEC Selenite III Holdings, LLC, By: /s/ Tomas Ackerman, Authorized Signatory 03/05/2026
Carnelian Energy Capital GP V, L.P., By: /s/ Tomas Ackerman, Authorized Signatory 03/05/2026
** Signature of Reporting Person Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

Source: View Original Filing on SEC EDGAR

FAQ

What insider positions in INR did Etineles Holdings V, LLC report on Form 3?

Etineles Holdings V, LLC reported holdings in Series A Convertible Preferred Stock and Class A Common Stock of INFINITY NATURAL RESOURCES, INC. The preferred position converts into 3,506,311 Class A shares, and Etineles also directly holds 1,734 Class A shares.

How many Infinity Natural Resources Series A Preferred shares were acquired by Etineles Holdings V, LLC?

Etineles Holdings V, LLC acquired 75,000 shares of Series A Convertible Preferred Stock at $1,000 per share. These preferred shares are convertible, using the disclosed formula, into 3,506,311 shares of Class A Common Stock based on the current liquidation preference.

What is the conversion rate of INR’s Series A Convertible Preferred Stock into Class A Common Stock?

Each Series A Preferred share converts into Class A Common Stock using the liquidation preference divided by a $21.39 conversion price. For Etineles Holdings V, LLC, its 75,000 preferred shares currently equate to 3,506,311 Class A shares upon full conversion.

When did Etineles Holdings V, LLC acquire INR Class A Common Stock and how many shares?

Etineles Holdings V, LLC acquired Class A Common Stock on November 12, 2025. The Form 3 indicates that Etineles directly holds 1,734 shares of INR Class A Common Stock, separate from the shares that would be issuable upon conversion of the Series A Preferred Stock.