Sec Form 3 Filing - GRAY STEVEN D @ INFINITY NATURAL RESOURCES, INC. - 2025-01-30

Insider filing report for Changes in Beneficial Ownership
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FORM 3
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP
Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person
GRAY STEVEN D
2. Issuer Name and Ticker or Trading Symbol
INFINITY NATURAL RESOURCES, INC. [ INR]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X __ Director _____ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
(Last) (First) (Middle)
C/O INFINITY NATURAL RESOURCES, INC., 2605 CRANBERRY SQUARE
3. Date of Earliest Transaction (MM/DD/YY)
01/30/2025
(Street)
MORGANTOWN, WV26508
4. If Amendment, Date Original Filed (MM/DD/YY)
6. Individual or Joint/Group Filing (Check Applicable Line)
__ X __ Form filed by One Reporting Person
_____ Form filed by More than One Reporting Person
(City) (State) (Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 3. Transaction Code
(Instr. 8)
4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
6. Ownership Form: Direct (D) or Indirect (I)
(Instr. 4)
7. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V Amount (A) or (D) Price
Class B Common Stock ( 1 ) 23,244 D
Class B Common Stock ( 1 ) 209,195 I SD Gray Family Partnership LP ( 2 )
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 4. Transaction Code
(Instr. 8)
5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4, and 5)
6. Date Exercisable and Expiration Date
(MM/DD/YY)
7. Title and Amount of Underlying Securities
(Instr. 3 and 4)
8. Price of Derivative Security
(Instr. 5)
9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 4)
10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)
11. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Common Units of Infinity Natural Resources, LLC ( 1 ) ( 1 ) ( 1 ) ( 1 ) Class A Common Stock 23,244 D
Common Units of Infinity Natural Resources, LLC ( 1 ) ( 1 ) ( 1 ) ( 1 ) Class A Common Stock 209,195 I SD Gray Family Partnership LP ( 2 )
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
GRAY STEVEN D
C/O INFINITY NATURAL RESOURCES, INC.
2605 CRANBERRY SQUARE
MORGANTOWN, WV26508
X
Signatures
/s/ Raleigh Wolfe, as Attorney-in-Fact for the Reporting Person 01/30/2025
Signature of Reporting Person Date
Explanation of Responses:
( 1 )Pursuant to the Second Amended and Restated Limited Liability Company Agreement of Infinity Natural Resources, LLC ("INR LLC"), at the request of each holder, each Common Unit of INR LLC (together with the cancellation for no consideration of an equal number of shares of Class B Common Stock, par value $0.01 per share, of the Issuer) may be redeemed at INR LLC's election for (a) newly-issued shares of Class A Common Stock, par value $0.01 per share, of the Issuer on a one-for-one basis or (b) cash. The Common Units do not expire. Shares of Class B Common Stock do not represent economic interests in the Issuer.
( 2 )The Reporting Person exercises 100% control over SD Gray Family Partnership LP ("Gray Family Partnership"). Gray Family Partnership is managed by its general partner, SD Gray Management Co., of which the Reporting Person is the chief executive. By virtue of the relationship, the Reporting Person may be deemed to have or share beneficial ownership of the securities held of record by Gray Family Partnership, but the Reporting Person disclaims any beneficial ownership of the reported securities other than to the extent of any pecuniary interest he may have therein, directly or indirectly.

Remarks:
Exhibit 24 - Power of Attorney

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 4(b)(v).
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