INFINITY NATURAL RESOURCES, INC. (INR)

ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The following should be read in conjunction with our unaudited condensed consolidated financial statements and related notes included elsewhere in this Quarterly Report. The following discussion contains “forward-looking statements” that reflect our future plans, estimates, beliefs and expected performance. The forward-looking statements are dependent upon events, risks, and uncertainties that may be outside our control. Our actual results could differ materially from those discussed in these forward-looking statements. Factors that could cause or contribute to such differences include, but are not limited to, future market prices for oil, natural gas and NGLs, future production volumes, estimates of proved reserves, capital expenditures, economic and competitive conditions, inflation, regulatory changes, and other uncertainties, as well as those factors discussed in “Cautionary Statement Regarding Forward-Looking Statements” and “Item 1A. Risk Factors” in this Quarterly Report and the 2025 Form 10-K, all of which are difficult to predict. In light of these risks, uncertainties and assumptions, the forward-looking events discussed may not occur. We do not undertake any obligation to publicly update any forward-looking statements except as otherwise required by applicable law.

Overview

We are a growth oriented independent energy company focused on the acquisition, development, production and gathering 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.

Market Conditions and Operational Trends

Our revenue, profitability, and ability to return cash to our equity holders can depend on factors beyond our control, such as economic, political, and regulatory developments that impact market supply and demand. Prices for crude oil, natural gas and NGLs have experienced significant fluctuations in recent years and may continue to fluctuate widely in the future.

Commodity prices were volatile in the first half of 2026, and we expect commodity prices to continue to be volatile for the remainder of 2026 due to macroeconomic uncertainty, changes to the regulatory environment and geopolitical instability and tensions, including in the Middle East, Russia and Ukraine, and potential further imposition of domestic and foreign tariffs. For example, since late February, there has been an ongoing military conflict involving the United States, Israel and Iran in the Middle East, causing geopolitical uncertainty in global energy markets. Concerns over disruptions to oil, natural gas and LNG production and shipping routes in the region have contributed to, and may continue to contribute to, market price volatility for an undeterminable period of time. Domestically, natural gas prices have been negatively impacted in recent months by a combination of mild weather and increased production. Our revenue, profitability, liquidity and financial position will continue to be impacted in the future by the market prices for oil, natural gas and NGLs.

The oil and gas industry is cyclical and commodity prices are highly volatile. During the period from January 1, 2026 through June 30, 2026, monthly index prices for NYMEX WTI crude oil ranged from $60.04 per Bbl to $102.13 per Bbl, while the range for NYMEX Henry Hub natural gas monthly index prices were between $2.56 per MMBtu and $7.49 per MMBtu. We expect that the commodity market will continue to be volatile in the future. The prices we receive for our production, and the levels of our production, depend on numerous factors beyond our control. We use a derivative portfolio and firm sales contracts to mitigate the risks of price volatility.

The following table highlights the quarterly average price trends for NYMEX WTI spot prices for crude oil and NYMEX Henry Hub index price for natural gas since the first quarter of 2025:

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(1)Benchmark prices presented above are calendar-quarter averages and may differ from production-weighted benchmark prices presented elsewhere in this Quarterly Report.

Lower commodity prices and lower futures curves for oil and natural gas prices may result in impairments of our proved oil and natural gas properties or undeveloped acreage and may materially and adversely affect our operating cash flows, liquidity, financial condition, results of operations, future business and operations, and/or our ability to finance planned capital expenditures, which could in turn impact our ability to comply with covenants under our Credit Agreement. Lower realized prices may also reduce the borrowing base under our Credit Agreement, which is determined at the discretion of the lenders and is based on the collateral value of our proved reserves that has been mortgaged to the lenders. Upon a redetermination, if any borrowings in excess of the revised borrowing capacity were outstanding, we could be forced to immediately repay a portion of the debt outstanding under the Credit Agreement.

Following the Antero Acquisition, the Company became party to substantial firm transportation commitments that increase exposure to transportation utilization and transportation optimization economics. As a result, gathering, processing and transportation expense and related transportation optimization revenues may be impacted by future utilization levels, contracted transportation capacity and optimization opportunities.

Recent Developments

Chase Acquisition

On January 20, 2026, the Company and INR Holdings entered into a purchase and sale agreement (the “Chase Purchase Agreement”) with Chase Oil Corporation, a New Mexico corporation, and certain other sellers (each a “Chase Seller” and, collectively, “Chase Sellers”) for the acquisition of certain non-operated rights, title and interests in oil and gas properties, rights and related assets located in the State of Pennsylvania from the Chase Sellers (the “Chase Acquisition”), for consideration of 2,517,194 shares of the Company’s Class A common stock. The Chase Acquisition closed on January 20, 2026, simultaneously with the execution of the Chase Purchase Agreement.

Preferred Stock Transaction

On February 23, 2026, we issued and sold an aggregate 350,000 shares of Series A Preferred Stock to affiliates of Quantum and Carnelian for consideration of $350 million in the Preferred Stock Transaction. After deducting placement agent fees, Infinity received net proceeds of approximately $334.0 million. Quantum acquired 275,000 shares of Series A Preferred Stock, and Carnelian acquired 75,000 shares of Series A Preferred Stock. The Company used the proceeds of the Preferred Stock Transaction to fund a portion of the purchase price for the Antero Acquisition and used the remaining proceeds for general corporate purposes.

On July 15, 2026, we paid a $7.1 million dividend on the Series A Preferred Stock.

Antero Acquisition

On February 23, 2026 the Company completed the Antero Acquisition of certain upstream oil and gas properties and related midstream assets in Ohio for a purchase price of $720.0 million for cash consideration of $683.9 million. The Antero Acquisition was financed with the proceeds of the issuance of Series A Preferred Stock and borrowings under the Credit Facility.

Notes Offering

On March 20, 2026, the Company completed the offering of the Notes. The proceeds from the issuance of the Notes were used to repay outstanding borrowings under our Credit Facility and for other general corporate purposes.

Factors That Significantly Affect Comparability of Our Financial Condition and Results of Operations

Our historical financial condition and results of operations for the periods presented may not be comparable, either from period to period or going forward, for the following reasons:

Antero Acquisition. On February 23, 2026, the Company completed the Antero Acquisition. As a result, the Company’s results of operations for the three months ended March 31, 2026 include only a partial period of contribution from the acquired assets, whereas future periods will reflect a full‑period contribution. The Antero Acquisition significantly

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increased the Company’s production volumes, proved reserves, gathering and transportation capacity, and overall asset base, which materially impacts the comparability of revenues, operating expenses (including gathering, processing and transportation, lease operating expenses, production and ad valorem taxes, and depreciation, depletion and amortization), and cash flows between periods.

Full‑Period Versus Partial‑Period Effects. The Company’s results for the three and six months ended June 30, 2026 reflect the impact of assets placed into service or acquired at different points in time, including wells placed on production throughout 2025 and early 2026 and the partial‑period contribution from the Antero Acquisition. As a result, production volumes, revenues, and certain operating costs for the current period are not directly comparable to the prior‑year period, which did not include the acquired properties or a full period of production from certain development activity. Additionally, certain operating costs include a higher proportion of fixed or semi‑fixed components that do not scale linearly with production; therefore, per‑unit cost metrics may fluctuate between periods as production volumes increase.

Non-Cash Compensation Expense. In connection with the closing of the IPO in 2025, all outstanding incentive units of INR Holdings vested. Consequently, INR Holdings recognized $126.1 million of non-recurring, non-cash stock compensation expense related to these awards for the three months ended March 31, 2025, in accordance with the guidance provided by ASC 710.

Results of Operations

For the Three Months Ended June 30, 2026, Compared to the Three Months Ended June 30, 2025

The following table provides the components of our net revenues and net production for the periods indicated, as well as each period’s average prices (before and after the effects of derivatives) and average daily production volumes:

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ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The following should be read in conjunction with our financial statements and related notes in “Item 8. Financial Statements and Supplementary Data” in this Annual Report. The following discussion contains “forward-looking statements” that reflect our future plans, estimates, beliefs and expected performance. The forward-looking statements are dependent upon events, risks, and uncertainties that may be outside our control. Our actual results could differ materially from those discussed in these forward-looking statements. Factors that could cause or contribute to such differences include, but are not limited to, future market prices for oil, natural gas and NGLs, future production volumes, estimates of proved reserves, capital expenditures, economic and competitive conditions, inflation, regulatory changes, and other uncertainties, as well as those factors discussed in “Cautionary Statement Regarding Forward-Looking Statements” and “Item 1A. Risk Factors” in this Annual Report, all of which are difficult to predict. In light of these risks, uncertainties and assumptions, the forward-looking events discussed may not occur. We do not undertake any obligation to publicly update any forward-looking statements except as otherwise required by applicable law.

Overview

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 Annual Report does not give effect to the completion of the Antero Acquisition or the Preferred Investment (each as defined herein).

Market Conditions and Operational Trends

Our revenue, profitability, and ability to return cash to our equity holders can depend on factors beyond our control, such as economic, political, and regulatory developments that impact market supply and demand. Prices for crude oil, natural gas and NGLs have experienced significant fluctuations in recent years and may continue to fluctuate widely in the future.

The oil and gas industry is cyclical and commodity prices are highly volatile. During the period from January 1, 2024 through December 31, 2025, spot prices for NYMEX WTI crude oil ranged from $68.24 per Bbl to $85.35 per Bbl, while the range for NYMEX Henry Hub natural gas spot prices was between $1.57 per MMBtu and $3.91 per MMBtu. We expect that the commodity market will continue to be volatile in the future. The prices we receive for our production, and the levels of our production, depend on numerous factors beyond our control. We use a derivative portfolio and firm sales contracts to mitigate the risks of price volatility.

The following table highlights the quarterly average price trends for NYMEX WTI spot prices for crude oil and NYMEX Henry Hub index price for natural gas since the first quarter of 2024:

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Lower commodity prices and lower futures curves for oil and natural gas prices may result in impairments of our proved oil and natural gas properties or undeveloped acreage and may materially and adversely affect our operating cash flows, liquidity, financial condition, results of operations, future business and operations, and/or our ability to finance planned capital expenditures, which could in turn impact our ability to comply with covenants under our Credit Agreement. Lower realized prices may also reduce the borrowing base under our Credit Agreement, which is determined at the discretion of the lenders and is based on the collateral value of our proved reserves that has been mortgaged to the lenders. Upon a redetermination, if any borrowings in excess of the revised borrowing capacity were outstanding, we could be forced to immediately repay a portion of the debt outstanding under the Credit Agreement.

Recent Developments

Antero Acquisition

On February 23, 2026, we and Northern completed the Antero Acquisition of the Upstream Assets from the Upstream Sellers and the Midstream Assets from the Midstream Sellers. The Upstream Assets include approximately 42,500 net surface acres in the Ohio Utica Shale across Guernsey, Noble, Belmont, and Monroe Counties, which are highly contiguous with and complementary to our existing Ohio operations. The assets include an estimated 370.1 Bcfe of proved reserves and approximately 110 identified undeveloped drilling locations across multiple phase windows. The Midstream Assets include approximately 141 miles of natural gas gathering pipelines, with capacity to support up to 600 MMcf/d, and approximately 90 miles of freshwater and produced‑water infrastructure. These assets enhance our vertical integration and are expected to reduce operating costs, improve margins, and enable efficient full‑field development.

Infinity will operate substantially all of the Antero Ohio Assets pursuant to joint development and cooperation agreements entered into with Northern at closing. We funded the transaction with cash on hand, the proceeds of the Preferred Investment and borrowings under our Credit Facility, which was amended and expanded in connection with closing.

Chase Acquisition

On January 20, 2026, the Company and INR Holdings entered into a purchase and sale agreement (the “Chase Purchase Agreement”) with Chase Oil Corporation, a New Mexico corporation, and certain other sellers (each a “Chase Seller” and, collectively, “Chase Sellers”) for the acquisition of certain non-operated rights, title and interests in oil and gas properties, rights and related assets located in the State of Pennsylvania from the Chase Sellers (the “Chase Acquisition”), for consideration of 2,517,194 shares of the Company’s Class A common stock. The Chase Acquisition closed on January 20, 2026, simultaneously with the execution of the Chase Purchase Agreement.

Share Repurchase Program

On November 10, 2025, our board of directors authorized the Share Repurchase Program, whereby we may purchase up to an aggregate of $75 million of our Class A common stock. The Company repurchased 87,132 shares for a total of $1.2 million during the quarter ended December 31, 2025. As of December 31, 2025, we had $73.8 million remaining under the Share Repurchase Program. Repurchases under the Share Repurchase Program may be made from time to time in the open market, in privately negotiated transactions, through purchases made in accordance with Rule 10b5-1 of the Exchange Act, or by such other means as will comply with applicable state and federal securities laws.The timing of any such repurchases will depend on market conditions, contractual limitations and other considerations. The Share Repurchase Program may be extended, modified, suspended or discontinued at any time, and does not obligate the Company to repurchase any dollar amount or number of shares.

Amendments to Credit Agreement

On December 5, 2025, INR Holdings entered into that certain Third Amendment to Credit Agreement (the “Third Credit Agreement Amendment”). The Third Credit Agreement Amendment, among other things, amended certain provisions relating to hedging requirements and restrictions, debt incurrences and permitted acquisitions in the Credit Agreement.

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On February 23, 2026, INR Holdings entered into that certain Fourth Amendment to Credit Agreement (the “Fourth Credit Agreement Amendment”). The Fourth Credit Agreement Amendment, among other things, amends certain provisions to (i) increase the aggregate elected commitment amount from $375.0 million to $875.0 million, (ii) increase the borrowing base from $375.0 million to $875.0 million and (iii) remove the credit spread adjustment that was previously applicable to all Secured Overnight Financing Rate (“SOFR”) borrowings under the Credit Agreement.

Preferred Investment

On February 23, 2026, we issued and sold, pursuant to the Securities Purchase Agreement an aggregate 350,000 shares of Series A Preferred Stock to affiliates of Quantum and affiliates of Carnelian for consideration of $350 million. After deducting placement agent fees, Infinity received net proceeds of approximately $337.1 million. Quantum acquired 275,000 shares of Series A Preferred Stock and Carnelian acquired 75,000 shares of Series A Preferred Stock. The Company used the proceeds of the Preferred Investment to fund a portion of the Antero Acquisitions and will use any remaining proceeds for general corporate purposes.

Sources of Revenues

We derive our revenues predominantly from the sale of our oil and natural gas production and the sale of NGLs that are extracted from our natural gas during processing. Our production is entirely from within the continental United States and is similarly sold to purchasers within the United States; however, some of our production revenues are attributable to customers who may export our products.

Increases or decreases in our revenue, profitability and future production growth are highly dependent on the commodity prices we receive. Oil, natural gas, and NGL prices are market driven and have been historically volatile, and we expect that future prices will continue to fluctuate. During 2025 and 2024, our oil, natural gas, and NGL revenues were comprised of 50% and 63%, respectively, from the sale of oil, 36% and 20%, respectively, from the sale of natural gas, and 14% and 17%, respectively, from the sale of NGLs.

Midstream activities revenues, which consist of gathering, compression, and water handling, are derived from our ownership of INR Midstream. Our gathering and compression revenues relate to activities located within the dry gas areas of southwestern Pennsylvania. Our water handling revenues relate to activities associated with delivering water for stimulation activities in both eastern Ohio and southwestern Pennsylvania.

Factors That Significantly Affect Comparability of Our Financial Condition and Results of Operations

Our historical financial condition and results of operations for the periods presented may not be comparable, either from period to period or going forward, for the following reasons:

Corporate Reorganization. The 2023 and 2024 consolidated financial statements included in this Annual Report are based on the financial statements of our predecessor, INR Holdings, prior to our Corporate Reorganization in connection with the IPO as described in “Item 1. Business—Corporate Reorganization.” Our historical financial data may not yield an accurate indication of what our actual results would have been if those transactions had been completed at the beginning of the periods presented or of what our future results of operations are likely to be. In connection with the closing of the IPO, all

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