Gray Steven D Form 3 INFINITY NATURAL RESOURCES / STEVEN D GRAY ownership change

SEC 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

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1. Name and Address of Reporting Person^*

GRAY STEVEN D

(Last) (First) (Middle)

C/O INFINITY NATURAL RESOURCES, INC.

2605 CRANBERRY SQUARE

(Street)

MORGANTOWN WV 26508

(City) (State) (Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
01/30/2025

3. Issuer Name and Ticker or Trading Symbol
INFINITY NATURAL RESOURCES, INC. [ INR ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	10% Owner
	Officer (give title below)	Other (specify below)

5. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

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 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 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: 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
Common Units of Infinity Natural Resources, LLC(1)	(1)	(1)	Class A Common Stock	23,244	(1)	D
Common Units of Infinity Natural Resources, LLC(1)	(1)	(1)	Class A Common Stock	209,195	(1)	I	SD Gray Family Partnership LP(2)

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

	/s/ Raleigh Wolfe, as Attorney-in-Fact for the Reporting Person	01/30/2025
	** Signature of Reporting Person	Date
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 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).
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