Infinity Natural Resources Inc.

03/05/2026 | Press release | Distributed by Public on 03/05/2026 16:41

Initial Statement of Beneficial Ownership (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
(Print or Type Responses)
1. Name and Address of Reporting Person *
Etineles Holdings V, LLC
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]
(Last) (First) (Middle)
C/O CARNELIAN ENERGY CAPITAL, 2229 SAN FELIPE ST., SUITE 1450
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 Original Filed (Month/Day/Year)
(Street)
HOUSTON, TX 77019
6. Individual or Joint/Group Filing (Check Applicable Line)
___ Form filed by One Reporting Person
_X_ Form filed by More than One Reporting Person
(City) (State) (Zip)
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)
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. SEC 1473 (7-02)
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 control number.
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 of Derivative Security: 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)

Reporting Owners

Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Etineles Holdings V, LLC
C/O CARNELIAN ENERGY CAPITAL
2229 SAN FELIPE ST., SUITE 1450
HOUSTON, TX 77019
X X
CEC Selenite III Holdings, LLC
C/O CARNELIAN ENERGY CAPITAL
2229 SAN FELIPE ST., SUITE 1450
HOUSTON, TX 77019
X X
Carnelian Energy Capital GP V, L.P.
C/O CARNELIAN ENERGY CAPITAL
2229 SAN FELIPE ST., SUITE 1450
HOUSTON, TX 77019
X X

Signatures

Etineles Holdings V, LLC, By: /s/ Tomas Ackerman, Authorized Signatory 03/05/2026
**Signature of Reporting Person Date
CEC Selenite III Holdings, LLC, By: /s/ Tomas Ackerman, Authorized Signatory 03/05/2026
**Signature of Reporting Person Date
Carnelian Energy Capital GP V, L.P., By: /s/ Tomas Ackerman, Authorized Signatory 03/05/2026
**Signature of Reporting Person Date

Explanation of Responses:

* 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).
(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.
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, See Instruction 6 for procedure. Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB number.
Infinity Natural Resources Inc. published this content on March 05, 2026, and is solely responsible for the information contained herein. Distributed via EDGAR on March 05, 2026 at 22:41 UTC. If you believe the information included in the content is inaccurate or outdated and requires editing or removal, please contact us at [email protected]