New insider Etineles Holdings V, Llc claimed ownership of 1,734 shares (SEC Form 3)
$INR
Oil & Gas Production
Energy
| 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 |
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1. Name and Address of Reporting Person*
(Street)
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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 ] |
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4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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5. If Amendment, Date of Original Filed
(Month/Day/Year) |
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6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Beneficially Owned | |||
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| 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) | |
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Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||
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| 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*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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| 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. | ||