INR on NYSE

INFINITY NATURAL RESOURCES, INC.

In its 2026 annual report the company says: “We are a growth oriented independent energy company focused on the acquisition, development, and production of hydrocarbons in the Appalachian Basin. We are focused on creating shareholder value through the identification and disciplined development of low-risk, highly economic oil and natural gas assets while maintaining a strong and flexible balance sheet.”5 It is headquartered in Morgantown, West Virginia.1 Its shares trade on NYSE under the symbol INR.1

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Last updated Oct 21, 2026.

Overview

$350.4MRevenue, fiscal 20252
$13.8MNet income, fiscal 20252

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  • TickerINR on NYSE1
  • IndustryCrude Petroleum & Natural Gas1
  • HeadquartersMorgantown, West Virginia1
  • Incorporated inDE3
  • Business address2605 Cranberry Square, Morgantown, Wv 265083
  • Filer category, Emerging growth company3
  • Legal formCorporation

We are a growth oriented independent energy company focused on the acquisition, development, and production of hydrocarbons in the Appalachian Basin. We are focused on creating shareholder value through the identification and disciplined development of low-risk, highly economic oil and natural gas assets while maintaining a strong and flexible balance sheet. Our operations are focused on the Utica Shale in eastern Ohio as well as our dry gas assets in both the Marcellus and Utica Shales in southwestern Pennsylvania, providing highly economic stacked development inventory that leverages shared infrastructure and operational efficiencies. Our portfolio is balanced across oil and natural gas assets, allowing us to optimize our development plan to respond to changes in commodity prices over time. Unless expressly stated otherwise, the operating and financial information presented in this Ann…5 From its latest annual report

Financials

From the company’s reports to the SEC. Every number links to the filing it came from.

Key numbers, fiscal 2025

3.4%Operating margin2
3.9%Net margin2
36.0%Revenue growth, 20252
4.5%Return on equity2
0.00×Debt to equity2

Where the money goes

Where each dollar of revenue went, fiscal 2025

  • Other costs95¢$331.7M
  • Income tax1¢$4.9M
  • Profit4¢$13.8M

Out of $350.4M in revenue.2

Where each dollar of operating cash went, fiscal 2025

  • Kept or used elsewhere100¢$261.8M

Out of $261.8M of cash from operations.2

Financial statements

Revenue2$350.4M in 2025+120% since 2023
0$100.0M$200.0M$300.0M$400.0M2023: $159.5M$159.5M20232024: $257.7M$257.7M2024+62%2025: $350.4M$350.4M2025+36%
Operating income2$11.9M in 2025−77% since 2023
0$25.0M$50.0M$75.0M$100.0M2023: $52.7M$52.7M20232024: $93.7M$93.7M2024+78%2025: $11.9M$11.9M2025−87%
Net income2$13.8M in 2025−84% since 2023
0$25.0M$50.0M$75.0M$100.0M2023: $86.7M$86.7M20232024: $0$020242025: $13.8M$13.8M2025
Fiscal year2022202320242025
Revenue$159.5M2$257.7M2$350.4M2
Operating expenses$109.0M2$165.3M2$344.5M2
Operating income$52.7M2$93.7M2$11.9M2
Income before tax$86.7M2$49.3M2$59.1M2
Income tax$02$02-$4.9M2
Net income$86.7M2$02$13.8M2
Earnings per share$0.002$0.002$0.902
Earnings per share (diluted)$0.002$0.002$0.892
Shares (weighted, basic)0 shares20 shares215.4M shares2
Shares (weighted, diluted)0 shares20 shares261.0M shares2

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Corporate structure

INFINITY NATURAL RESOURCES, INC. sits at the top of its group. 6 entities, 1 country on record. Switch between the flow chart and the network, and select any entity to see its details.

Major holders of INFINITY NATURAL RESOURCES, INC.

  • INFINITY NATURAL RESOURCES, INC. Morgantown, West Virginia
    • Block Island Minerals LLC Subsidiary · Delaware, United States
    • Cheat Mountain Resources, LLC Subsidiary · Delaware, United States
    • INR Midstream, LLC Subsidiary · Delaware, United States
    • INR Ohio, LLC Subsidiary · Delaware, United States
    • INR Operating, LLC Subsidiary · Delaware, United States

Built from subsidiaries listed in Exhibit 21 of annual reports filed with the SEC; major holders from Schedules 13D and 13G. Each entity in the chart links to its source.

What it owns

What INFINITY NATURAL RESOURCES, INC. reports owning in its annual reports to the SEC: buildings, land and equipment, real estate and locations, investments, intangible assets and inventory, at the end of its latest fiscal year and a year before.

Property and equipment

ItemLatestA year beforeChange
Operating-lease assets (leased space)$1.1M2 Dec 31, 2025$1.4M2 Dec 31, 2024−17.4%

Investments

ItemLatestA year beforeChange
Cash and cash equivalents$2.8M2 Dec 31, 2025$2.2M2 Dec 31, 2024+29.3%

Properties, in its own words

Information about our properties is incorporated herein by reference to “Item 1. Business” of Part I of this Annual Report. Our corporate headquarters is located in leased office space in Morgantown, West Virginia. We also lease office space in Stamford, Connecticut, Houston, Texas and Marietta, Ohio.

Item 2 of the 10-K filed Mar 10, 2026.5

Leadership

Who has led INFINITY NATURAL RESOURCES, INC., and when. Pick a name to see everywhere that person has worked.

Chief financial officer

  1. Cary D. Baetz2026–now
Board members and other officers (19)

Named in SEC Form D filings

People the company listed in its private-offering notices.

  • DirectorKelly Matthew named Mar 6, 202628

Subsidiaries and ownership

Subsidiaries (Exhibit 21)

  • Block Island Minerals LLC Delaware4
  • Cheat Mountain Resources, LLC Delaware4
  • INR Midstream, LLC Delaware4
  • INR Ohio, LLC Delaware4
  • INR Operating, LLC Delaware4
  • Infinity Natural Resources, LLC Delaware4

The subsidiaries the company lists in Exhibit 21 of its annual report, as filed.

Timeline

  1. Oct 14, 20268-K Results of operations29
  2. Aug 10, 20268-K Executive or director change; Regulation FD disclosure30
  3. Aug 10, 20268-K Results of operations31
  4. Jul 17, 20268-K Results of operations32
  5. Jul 15, 20268-K Executive or director change; Regulation FD disclosure33
  6. Jun 22, 20268-K Entered a material agreement; New debt or obligation34
  7. Jun 10, 20268-K Shareholder vote35
  8. May 12, 20268-K Results of operations36
  9. Apr 20, 20268-K Results of operations37
  10. Apr 14, 20268-K Executive or director change; Regulation FD disclosure38
  11. Mar 23, 20268-K Entered a material agreement; New debt or obligation; Other events39
  12. Mar 17, 20268-K Financial statements and exhibits40

Calendar

Coming up

  1. Nov 9, 2026Reports results for the quarter ending Sep/2026 A year earlier it reported $0.65 a share, on Nov 10, 2025.41

When it reported results

  1. Oct 14, 2026Reported quarterly or annual results29
  2. Aug 10, 2026Reported quarterly or annual results31
  3. Jul 17, 2026Reported quarterly or annual results32
  4. May 12, 2026Reported quarterly or annual results36
  5. Apr 20, 2026Reported quarterly or annual results37
  6. Mar 10, 2026Reported quarterly or annual results42
  7. Nov 10, 2025Reported quarterly or annual results43
  8. Aug 11, 2025Reported quarterly or annual results44

Upcoming dates from Nasdaq's calendar; past results from the company's 8-K filings (Item 2.02). The full markets calendar

Filings

171 filings to the SEC since October 2021: 2 annual reports, 5 quarterly reports, 26 major events, 70 insider forms, 30 large holders, 2 private raises, 36 other. The latest 20:

  1. Oct 14, 20268-K EDGAR
  2. Sep 28, 20264 EDGAR
  3. Sep 23, 20264 EDGAR
  4. Aug 14, 20264 EDGAR
  5. Aug 14, 20263 EDGAR
  6. Aug 14, 2026SCHEDULE 13G EDGAR
  7. Aug 14, 2026SCHEDULE 13G/A EDGAR
  8. Aug 10, 202610-Q EDGAR
  9. Aug 10, 20268-K EDGAR
  10. Aug 10, 20268-K EDGAR
  11. Jul 28, 2026SCHEDULE 13G/A EDGAR
  12. Jul 17, 20268-K EDGAR
  13. Jul 15, 20264 EDGAR
  14. Jul 15, 20263 EDGAR
  15. Jul 15, 20268-K EDGAR
  16. Jun 22, 20268-K EDGAR
  17. Jun 18, 20264 EDGAR
  18. Jun 15, 20264 EDGAR
  19. Jun 12, 20264 EDGAR
  20. Jun 11, 20264 EDGAR

The 171 filings since October 2021 can be filtered by form type and year here when JavaScript is on.

Every filing from the last five years, summarized. The full record is on SEC EDGAR.

Insider trades

27 open-market trades by officers, directors and large owners since October 2021: 25 buys and 2 sales. Grants, option exercises and gifts are left out.

DateWhoTradeSharesPriceValueFiling
Sep 25, 2026Baetz Cary DEVP and CFOBuy316$13.58$4.3KForm 4
Sep 24, 2026Baetz Cary DEVP and CFOBuy22,000$13.44$295.7KForm 4
Sep 22, 2026Gieselman ScottDirectorBuy10,000$13.07$130.7KForm 4
Sep 21, 2026Gieselman ScottDirectorBuy18,467$12.62$233.1KForm 4
Jun 17, 2026Gieselman ScottDirectorBuy10,000$12.94$129.4KForm 4
Jun 12, 2026GRAY STEVEN DDirectorBuy25,000$12.81$320.2KForm 4
Jun 11, 2026Poole David PDirectorBuy4,000$13.50$54.0KForm 4
Jun 11, 2026Quinn William JDirectorBuy11,497$13.20$151.8KForm 4
Jun 10, 2026Poole David PDirectorBuy7,500$14.00$105.0KForm 4
Jun 5, 2026Quinn William JDirectorBuy44,000$13.19$580.4KForm 4
Jun 3, 2026Quinn William JDirectorBuy10,503$13.20$138.6KForm 4
Jun 3, 2026Gieselman ScottDirectorBuy670$13.44$9.0KForm 4
Jun 2, 2026Gieselman ScottDirectorBuy13,430$13.35$179.3KForm 4
May 26, 2026Gieselman ScottDirectorBuy20,000$14.10$282.0KForm 4
May 22, 2026Gieselman ScottDirectorBuy900$14.34$12.9KForm 4
Mar 18, 2026Sproule DavidSee remarksSale275,000$17.43$4.8MForm 4
Dec 16, 2025Poole David PDirectorBuy8,646$12.94$111.9KForm 4
Aug 22, 2025Arnold Zack DavidSee RemarksBuy5,500$13.88$76.3KForm 4
Aug 22, 2025GRAY STEVEN DDirectorBuy16,846$13.96$235.2KForm 4
Aug 21, 2025GRAY STEVEN DDirectorBuy20,252$13.75$278.5KForm 4

All 27 trades can be filtered by person here when JavaScript is on.

From Forms 4 filed with the SEC.

Major holders

Investors who own more than 5% of the shares must tell the SEC: a 13D if they may seek to influence the company, a 13G if they hold passively.

Executive pay

What the company paid its top executives, from the summary compensation table in its proxy statement. Total pay includes salary, bonus, stock and option awards and other pay, as the company valued them.

YearExecutiveAgeSalaryTotal pay
2025Zack Arnold43$410.3K$38.9M60
2025David Sproule46$410.3K$38.9M60
2025Raleigh Wolfe40$338.7K$3.8M60
2024Executive VicePresident & Chief Financial Officer$350.0K$572.7K60
2024Chief Executive Officer$350.0K$572.6K60
2024General Counsel$155.7K$311.7K60

Money raised

Private offerings the company reported to the SEC on Form D.

  1. Feb 23, 2026Raised $350 million in a private offering of equity Form D: 2 investors so far Form D
  2. Jan 20, 2026Raised $36 million in a private offering of equity Form D: 5 investors so far Form D

Held by these funds

The largest holders among investment managers' 13F reports for the quarter ending Jun 30, 2026, the top 25 of 100. Change is in shares since the quarter before.

FundSharesValueShare of the fundChange
Franklin Resources Inc2,343,737$29.8M0.0%+681,333
Westwood Holdings Group Inc2,152,058$27.3M0.2%+20,386
American Century Companies Inc2,138,714$27.2M0.0%+269,888
BlackRock, Inc.1,340,919$17.0M0.0%+87,241
Hancock Prospecting Pty Ltd1,047,000$13.3M0.2%New
Silvercrest Asset Management Group LLC1,037,535$13.2M0.1%+337,567
Vanguard Capital Management LLC757,700$9.6M0.0%+81,785
Ameriprise Financial Inc750,173$9.5M0.0%+276,270
Yaupon Capital Management LP654,255$8.3M0.3%+110,047
CIBC Bancorp USA Inc.606,721$7.7M0.0%−28,067
UBS Group AG606,543$7.7M0.0%+284,571
Geode Capital Management, LLC443,414$5.6M0.0%+76,392
Renaissance Technologies LLC392,200$5.0M0.0%+55,100
State Street Corp373,880$4.7M0.0%+26,852
Marshall Wace, Llp367,393$4.7M0.0%+30,937
Raymond James Financial Inc331,353$4.2M0.0%+201,695
Russell Investments Group, Ltd.323,684$4.1M0.0%+41,312
Morgan Stanley275,486$3.5M0.0%−55,456
Aqr Capital Management LLC254,784$3.2M0.0%+111,978
Vanguard Portfolio Management LLC199,924$2.5M0.0%+85,065
D. E. Shaw & Co., Inc.169,936$2.2M0.0%New
RR Advisors, LLC165,986$2.1M0.6%No change
Millennium Management LLC161,963$2.1M0.0%+34,079
1492 Capital Management LLC155,074$2.0M0.6%−18,217
Northern Trust Corp139,888$1.8M0.0%+21,797

13F reports cover disclosed long positions in U.S. stocks only.

SEC filer profile

How INFINITY NATURAL RESOURCES, INC. is registered with the Securities and Exchange Commission, from its EDGAR record and the cover page of its latest annual report.

  • Name on EDGARINFINITY NATURAL RESOURCES, INC.1
  • CIK0002029118
  • Employer ID (EIN)99-34070125
  • Filer statusNon-accelerated filer an emerging growth company; not a smaller reporting company; not a shell company5
  • Incorporated inDelaware5
  • Fiscal year endsDecember 311
  • Industry code (SIC)1311 Crude Petroleum & Natural Gas1
  • SEC reviewing officeOffice of Energy & Transportation, Division of Corporation Finance1
  • Business address2605 Cranberry Square, Morgantown, WV 265081
  • Phone304-212-23501
  • Shares outstanding18,165,700 Common Class A shares; 45,247,974 Common Class B shares as of Mar 5, 20265
  • Public float$277.4M as of Jun 30, 20255
  • AuditorDeloitte & Touche LLP, Pittsburgh, Pennsylvania PCAOB ID 34; no auditor attestation of internal control over financial reporting5
  • On EDGAR sinceJul 23, 20241
  • Filings171 in all: 4 (49), 8-K (25), 3 (20), SCHEDULE 13G/A (15), SCHEDULE 13G (13), CORRESP (7), UPLOAD (7), 10-Q (5)1
    All 29 form types

    DRS/A (3), S-1/A (3), 10-K (2), D (2), DRSLTR (2), EFFECT (2), SCHEDULE 13D (2), 144 (1), 3/A (1), 424B4 (1), 8-A12B (1), 8-K/A (1), ARS (1), CERT (1), DEF 14A (1), DEFA14A (1), DRS (1), PRE 14A (1), S-1 (1), S-3 (1), S-8 (1)

  • Latest filingsAnnual report (10-K) Mar 10, 2026
    Quarterly report (10-Q) Aug 10, 2026
    Proxy statement (DEF 14A) Apr 24, 2026
    Latest 8-K (8-K) Oct 14, 2026

Securities registered for trading

ClassSymbolExchange
Class A common stock, par value $0.01 per shareINRThe New York Stock Exchange

From the cover page of the 10-K filed Mar 10, 2026 (Section 12(b) of the Exchange Act).5

Risk factors and legal proceedings

The risks INFINITY NATURAL RESOURCES, INC. names in Item 1A of its 10-K filed Mar 10, 2026: 74 risks under these headings, as written.5

  • Risks Related to Commodity Prices
  • Oil, natural gas and NGL prices are volatile. A sustained decline in prices could adversely affect our business, financial condition and results of operations, liquidity and our ability to meet our financial commitments or cause us to delay our planned capital expenditures.
  • We could experience periods of higher costs if commodity prices rise. These increases could reduce our profitability, cash flow and ability to complete development activities as planned.
  • Certain factors could require us to write down the carrying values of our properties, including commodity prices decreasing to a level such that our future undiscounted cash flows from our properties are less than their carrying value.
  • Risks Related to Our Reserves, Leases and Drilling Locations
  • Reserve estimates depend on many assumptions that may turn out to be inaccurate. Any material inaccuracies in reserve estimates or underlying assumptions will materially affect the quantities and present value of our reserves.
  • Unless we replace our reserves with new reserves and develop those new reserves, our reserves and production will decline, which would adversely affect our future cash flows and results of operations.
  • The development of our estimated PDNPs and PUDs may take longer and may require higher levels of capital expenditures than we currently anticipate. Therefore, our estimated PDNPs and PUDs may not be ultimately developed or produced.
  • Our undeveloped acreage must be drilled before lease expiration to hold the acreage by production. In highly competitive markets for acreage, failure to drill sufficient wells to hold acreage could result in a substantial lease renewal cost or, if renewal is not feasible, loss of our lease and prospective drilling opportunities.
  • Our identified drilling locations are scheduled out over many years, making them susceptible to uncertainties that could materially alter the occurrence or timing of their drilling.
  • Properties that we decide to drill may not yield oil, natural gas and NGLs in commercially viable quantities.
  • Seismic data is subject to interpretation and may not accurately identify the presence of drilling hazards, which could adversely affect the results of our drilling operations.
The other 64 risks
  • Risks Related to Our Operations
  • We may be unable to integrate the recently acquired Antero Ohio Assets successfully, or realize the anticipated benefits of the acquisition.
  • We and Northern jointly own the Antero Ohio Assets pursuant to an undivided interest acquisition structure and are subject to a cooperation agreement, infrastructure joint ownership agreement and joint operating agreement with Northern. Disagreements or misalignment with our partner could adversely affect development plans, capital allocation, or timing of returns.
  • Notwithstanding the due diligence investigation that we performed in connection with our entry into the definitive agreement to purchase the Antero Ohio Assets, the Antero Ohio Assets may have liabilities, losses or other exposures for which we do not have adequate insurance coverage or other protection.
  • Our development projects and acquisitions require substantial capital expenditures. We may be unable to obtain any required capital or financing on satisfactory terms, which could lead to a decline in our production and reserves.
  • Drilling for and producing oil, natural gas and NGLs are high-risk activities with many uncertainties that could adversely affect our business, financial condition or results of operations.
  • Some of our properties are in areas that may have been partially depleted or drained by offset (i.e., neighboring) wells, and certain of our wells may be adversely affected by actions other operators may take when drilling, completing or operating wells that they own.
  • Part of our business strategy involves using some of the latest available horizontal drilling and completion techniques, which involve risks and uncertainties in their application.
  • Our ability to produce oil, natural gas and NGLs economically and in commercial quantities is dependent on the availability of adequate supplies of water for drilling and completion operations and access to water and waste disposal or recycling facilities and services at a reasonable cost. Restrictions on our ability to obtain water or dispose of produced water and other waste may have an adverse effect on our financial condition, results of operations and cash flows.
  • Our producing properties are concentrated in the Appalachian Basin, making us vulnerable to risks associated with operating in one major geographic area.
  • The marketability of certain of our production is dependent upon transportation and other facilities, which we do not control. If these facilities are unavailable, or if there are any increases in the cost of using these services or facilities, our operations could be interrupted, our revenues could be reduced and our costs could increase.
  • The unavailability or high cost of drilling rigs, completion crews, equipment, supplies, personnel and oilfield services could adversely affect our ability to execute our development plans within our budget and on a timely basis.
  • The loss of one or more of the purchasers of our production could adversely affect our business, results of operations, financial condition and cash flows.
  • We may incur losses as a result of title defects in the properties in which we invest.
  • We may be unable to make attractive acquisitions or successfully integrate acquired businesses, and any inability to do so may disrupt our business and hinder our ability to grow.
  • Future legislation or changes in tax laws and regulations may result in the elimination of certain U.S. federal income tax deductions currently available with respect to oil and gas exploration and production. Additionally, future federal or state legislation may impose new or increased taxes or fees on oil and natural gas extraction, transportation and sales.
  • Changes in effective tax rates, or adverse outcomes resulting from other tax increases or an examination of our income or other tax returns, could adversely affect our results of operations and financial condition.
  • Continuing or worsening inflationary pressures and associated changes in monetary policy may result in increases to the cost of our goods, services, and personnel, which in turn could cause our capital expenditures and operating costs to rise.
  • We are not the operator of all of our oil and natural gas properties and therefore are not in a position to control the timing of development efforts, the associated costs or the rate of production of the reserves on such properties.
  • Properties we acquire may not produce as projected, and we may be unable to determine reserve potential, identify liabilities associated with the properties that we acquire or obtain protection from sellers against such liabilities.
  • Strategic determinations, including the allocation of capital and other resources to strategic opportunities, are subject to risk and uncertainties, and our failure to appropriately allocate capital and resources among our strategic opportunities may adversely affect our financial condition.
  • We may incur substantial losses and be subject to substantial liability claims as a result of our operations. Additionally, we may not be insured for, or our insurance may be inadequate to protect us against, these risks.
  • Competition in our industry is intense, making it more difficult for us to acquire properties, market oil, natural gas and NGLs, secure trained personnel and raise additional capital.
  • The loss of senior management or technical personnel could adversely affect operations.
  • Loss of our information and computer systems could adversely affect our business.
  • Cyberattacks targeting systems and infrastructure used by the oil and gas industry and related regulations may adversely impact our operations and, if we are unable to obtain and maintain adequate protection for our data, our business may be harmed.
  • Terrorist activities could materially adversely affect our business and results of operations.
  • A deterioration in general economic, business or industry conditions would have a material adverse effect on our results of operations, liquidity, financial condition, results of operations, cash flows and ability to pay dividends on our Class A common stock.
  • We previously identified material weaknesses in our internal control over financial reporting and may identify additional material weaknesses in the future which, if not corrected, could affect the reliability of our consolidated financial statements and have other adverse consequences.
  • Risks Related to Our Derivative Transactions, Debt and Access to Capital
  • Our derivative activities could result in financial losses or could reduce our earnings.
  • The failure of our hedge counterparties, significant customers or working interest holders to meet their obligations to us may adversely affect our financial results.
  • Our ability to obtain financing on terms acceptable to us may be limited in the future by, among other things, increases in interest rates.
  • The borrowing base under our Credit Facility may be reduced if commodity prices decline, which could hinder or prevent us from meeting our future capital needs.
  • The enactment of derivatives legislation could have an adverse effect on our ability to use derivative instruments to reduce the effect of commodity price, interest rate and other risks associated with our business.
  • Risks Related to our Class A Common Stock, Series A Preferred Stock and Capital Structure
  • We are a holding company. Our sole material asset is our equity interest in INR Holdings and we are accordingly dependent upon distributions from INR Holdings to pay taxes, make payments under the Tax Receivable Agreement and cover our corporate and other overhead expenses.
  • Pearl, NGP, Quantum and Carnelian collectively hold a substantial majority of our capital stock and voting power.
  • Conflicts of interest could arise in the future between us and Pearl, NGP, Quantum, Carnelian and their respective affiliates, including their portfolio companies concerning conflicts over our operations or business opportunities.
  • An active, liquid trading market for our Class A common stock may not be maintained.
  • Certain of our directors have significant duties with, and spend significant time serving, entities that may compete with us in seeking acquisitions and business opportunities and, accordingly, may have conflicts of interest in allocating time or pursuing business opportunities.
  • Our Series A Preferred Stock has rights, preferences and privileges that are not held by, and are preferential to the
  • rights of, holders of our Class A common stock.
  • The Certificate of Designation governing our Series A Preferred Stock contains covenants that may limit our business flexibility.
  • We may issue additional preferred stock whose terms could adversely affect the voting power or value of our Class A common stock.
  • Our Charter and amended and restated bylaws (“Bylaws”), as well as Delaware law, contain provisions that could discourage acquisition bids or merger proposals, which may adversely affect the market price of our Class A common stock.
  • We cannot assure you that we will be able to pay dividends on our Class A common stock.
  • Future sales of our Class A common stock in the public market could reduce our stock price, and any additional capital raised by us through the sale of equity or convertible securities may dilute ownership in us.
  • We cannot guarantee that our Share Repurchase Program will be fully consummated or that it will enhance long-term stockholder value. Share repurchases could also increase the volatility of the trading price of our Class A common stock and could diminish our cash reserves.
  • We limit the liability of, and indemnify, our directors and officers.
  • The requirements of being a public company, including compliance with the reporting requirements of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and the requirements of the Sarbanes-Oxley Act, may strain our resources, increase our costs and distract management, and we may be unable to comply with these requirements in a timely or cost-effective manner.
  • For as long as we are an emerging growth company, we will not be required to comply with certain reporting requirements, including disclosure about our executive compensation, that apply to other public companies.
  • Because we have elected to take advantage of the extended transition period pursuant to Section 107 of the JOBS Act, our financial statements may not be comparable to those of other public companies.
  • Terms of subsequent financings may adversely impact stockholder equity.
  • If securities or industry analysts do not publish research or reports or publish unfavorable research about our business, if they adversely change their recommendations regarding our Class A common stock or if our operating results do not meet their expectations, our stock price could decline.
  • Our Charter designates the Court of Chancery of the State of Delaware as the sole and exclusive forum for certain types of actions and proceedings that may be initiated by our stockholders, which could limit our stockholders’ ability to bring a claim in a different judicial forum for disputes with us or our directors, officers, employees or agents.
  • We will be required to make payments under the Tax Receivable Agreement for certain tax benefits we may claim, and the amounts of such payments could be significant.
  • In certain cases, payments under the Tax Receivable Agreement may be accelerated and/or significantly exceed the actual benefits we realize, if any, in respect of the tax attributes subject to the Tax Receivable Agreement.
  • In the event that our payment obligations under the Tax Receivable Agreement are accelerated upon certain mergers, other forms of business combinations or other changes of control, the consideration payable to holders of our Class A common stock could be substantially reduced.
  • We will not be reimbursed for any payments made under the Tax Receivable Agreement in the event that any tax benefits are subsequently disallowed.
  • If INR Holdings were to become a publicly traded partnership taxable as a corporation for U.S. federal income tax purposes, we and INR Holdings might be subject to potentially significant tax inefficiencies, and we would not be able to recover payments previously made by us under the Tax Receivable Agreement even if the corresponding tax benefits were subsequently determined to have been unavailable due to such status.
  • In certain circumstances, INR Holdings will be required to make tax distributions to us and the INR Unit Holders, and the tax distributions that INR Holdings will be required to make may be substantial.
  • The Legacy Owners’ interests may not be fully aligned with the interests of the holders of our Class A common stock.
  • Risks Related to Environmental and Regulatory Matters
  • Our operations are subject to stringent environmental, health and safety laws and regulations that may expose us to significant costs and liabilities that could exceed current expectations.
  • We may be involved in legal and regulatory proceedings that could result in substantial liabilities.
  • Climate change legislation or regulations restricting emissions of GHGs could result in increased operating costs and adversely affect our business.
  • Federal, state and local legislative and regulatory initiatives relating to hydraulic fracturing as well as governmental reviews of such activities could result in increased costs, additional operating restrictions or delays, limits to the areas in

Legal proceedings

From time to time, we are subject to mediation, arbitration, litigation, or claims arising in the ordinary course of business. The results of any current or future claims or proceedings cannot be predicted with certainty, and regardless of the outcome, litigation can have an adverse impact on us because of defense and litigation costs, diversion of management resources, reputational harm, and other factors. We do not believe that any existing claims or proceedings will have a material effect on our business, consolidated financial condition or results of operations.

The opening of Item 3, Legal Proceedings.5

Sources

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