Amendment: Infinity Natural Resources Inc. filed SEC Form 8-K: Financial Statements and Exhibits
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
(Amendment No. 1)
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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.
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