Infinity Natural Resources (INR) Proxy filing summary

Executive summary

• Annual Meeting scheduled for June 9, 2026, will be held virtually, allowing electronic voting and participation by all shareholders of record as of April 13, 2026.

• Key proposals include director elections, executive compensation approval, auditor ratification, and approval of stock issuance related to Series A Preferred Stock.

• Company focuses on disciplined hydrocarbon development in the Appalachian Basin, maintaining a balanced oil and gas portfolio and strong financial flexibility.

Voting matters and shareholder proposals

• Shareholders will vote on electing eight directors, a non-binding say-on-pay for executive compensation, the frequency of future say-on-pay votes, ratification of Deloitte & Touche LLP as auditor, and approval of Class A stock issuance upon conversion of Series A Preferred Stock.

• Board recommends voting FOR all director nominees, FOR the say-on-pay proposal, FOR annual say-on-pay frequency, FOR auditor ratification, and FOR the stock issuance proposal.

Board of directors and corporate governance

• Board consists of ten members, with eight up for election; director nominations are influenced by major shareholders Pearl, NGP, and Carnelian, each with specific nomination rights.

• Board committees include Audit, Compensation, and Nominating, Governance & Sustainability (NGS), each with defined oversight roles.

• Majority of directors are independent per NYSE standards; annual board and committee self-evaluations are conducted.

• Board leadership is currently separated, with an independent Chairperson and CEO roles.