Barnwell Industries, Inc. Reports Results for its First Quarter Ended December 31, 2025

Rhea-AI Summary

Barnwell Industries (NYSE American: BRN) reported Q1 (ended Dec 31, 2025) revenue of $2,746,000 and a net loss from continuing operations of $1,412,000 (loss of $0.13 per share). The company is debt free with $3,622,000 in cash and $1,826,000 in working capital.

Quarter results reflect higher G&A (+39%) driven by personnel, CFO share-based costs and professional fees, partially offset by improved oil and gas and land segment results and a foreign currency gain.

Positive

• Debt free balance sheet with $3,622,000 cash
• Private placement raised $2,443,000 gross proceeds
• Working capital of $1,826,000
• Oil and gas operating results improved by $84,000
• Land investment operating results increased by $70,000
• Ceiling test impairment decreased by $613,000

Negative

• Revenue declined from $3,934,000 to $2,746,000 (≈30% drop)
• Net loss from continuing operations of $1,412,000
• General and administrative expenses increased by $453,000 (+39%)
• Proxy contest and solicitation costs of $169,000 this quarter
• Sale/closing of Increment II transactions remain subject to purchaser election

Key Figures

Q1 revenue (cont.): $2,746,000 Q1 net loss (cont.): $1,412,000 Prior-year revenue: $3,934,000 +5 more

8 metrics

Q1 revenue (cont.) $2,746,000 Quarter ended December 31, 2025

Q1 net loss (cont.) $1,412,000 Quarter ended December 31, 2025

Prior-year revenue $3,934,000 Quarter ended December 31, 2024 (continuing ops)

Working capital $1,826,000 End of quarter; company reported debt-free position

Cash & equivalents $3,622,000 End of quarter balance

G&A increase $453,000 (39%) Increase in general and administrative expenses vs prior-year quarter

Private placement proceeds $2,443,000 Gross proceeds from November 2025 private placement

Shares issued (placement) 2,221,141 shares Common stock issued in November 2025 private placement

Market Reality Check

Price: $1.01 Vol: Volume 117,857 is 0.61x t...

low vol

$1.01 Last Close

Volume Volume 117,857 is 0.61x the 20-day average of 191,976, indicating relatively muted trading. low

Technical Shares at $1.01 are trading below the 200-day MA of $1.19 and sit well under the $2.28 52-week high.

Peers on Argus

BRN fell 7.34% while momentum peers were mixed (e.g., TPET up 2.7%, INDO down 1....

1 Up 1 Down

BRN fell 7.34% while momentum peers were mixed (e.g., TPET up 2.7%, INDO down 1.88%). Broader sector peers also show both gains and losses, pointing to a largely stock-specific move on these results and capital actions.

Historical Context

5 past events · Latest: Jan 30 (Negative)

Pattern 5 events

Date	Event	Sentiment	Move	Catalyst
Jan 30	Rights plan adopted	Negative	-5.2%	Adopted limited-duration shareholder rights plan to deter hostile takeovers.
Dec 30	CFO transition	Neutral	+0.0%	Announced planned retirement of long-time CFO and appointment of successor.
Dec 19	FY25 earnings	Negative	+0.9%	Reported wider full-year net loss from continuing operations and higher costs.
Dec 03	Placement closing	Neutral	+1.8%	Closed private placement raising about $2.4M with shares and warrants.
Nov 25	Placement announced	Negative	+10.0%	Announced $2.4M equity financing with share issuance and warrant coverage.

Pattern Detected

Recent governance and financing actions (rights plan, private placements) saw mixed price reactions, with some dilution-related news met positively but the rights plan drawing a negative move.

Recent Company History

Over the past few months, Barnwell combined balance sheet moves with corporate governance changes. A November 2025 private placement raised roughly $2.4M and was followed by closing details in early December, both drawing modestly positive reactions. Fiscal 2025 results in December highlighted ongoing losses and portfolio streamlining. A late-January 2026 shareholder rights plan to deter hostile takeovers coincided with a 5.17% drop. Today’s quarter continues the theme of losses alongside restructuring, relocation and strategic review initiatives.

Regulatory & Risk Context

Active S-3 Shelf · $50,000,000

Shelf Active

Active S-3 Shelf Registration 2026-01-12

$50,000,000 registered capacity

An effective Form S-3 mixed shelf filed on January 12, 2026 allows Barnwell to issue up to $50,000,000 of securities over time, alongside 3,250,245 registered resale shares from the November 2025 private placement. The company will not receive proceeds from resale of existing holders’ shares, but could raise capital via new issuances or warrant exercises, implying potential future dilution depending on usage.

Market Pulse Summary

This announcement details another loss-making quarter with revenue from continuing operations of $2....

Analysis

This announcement details another loss-making quarter with revenue from continuing operations of $2.746M, higher G&A, and ongoing restructuring. Management emphasized a debt-free balance sheet, $3.622M in cash, recent private placement proceeds of $2.443M, and cost-saving moves like closing the Honolulu office. Investors may track progress on SG&A reduction, performance of Canadian oil and gas assets, completion of Hawaiian real estate transactions, and outcomes from the Board’s strategic alternatives review.

Key Terms

proxy contest, consent solicitation, private placement, warrants, +1 more

5 terms

proxy contest financial

"continued costs from the previously disclosed shareholder consent solicitation, proxy contest, and related legal matters"

A proxy contest occurs when shareholders try to influence a company's decisions by challenging the current management or board of directors, often by trying to gain enough support from other shareholders to make changes. It’s like a group of voters trying to sway an election by persuading others to support their preferred candidate or agenda. This process matters to investors because it can lead to significant changes in how a company is run, affecting its future direction and value.

consent solicitation financial

"continued costs from the previously disclosed shareholder consent solicitation, proxy contest, and related legal matters"

A consent solicitation is a formal request sent to shareholders or creditors asking them to sign off on a proposed corporate change—such as altering governance rules, approving a deal, or waiving contract terms—without holding a full meeting. It matters to investors because it can quickly change their rights, voting power or the company’s direction, much like asking neighbors to sign a petition to alter a shared fence rather than discussing it at a community meeting.

private placement financial

"the Company completed a private placement with certain investors, including some members"

A private placement is a way for companies to raise money by selling securities directly to a small group of investors instead of through a public offering. This process is often quicker and less regulated, making it similar to offering a special, exclusive investment opportunity to select individuals or institutions. For investors, it can provide access to unique investment options that are not available on public markets.

warrants financial

"issued an aggregate of 2,221,141 shares of common stock and warrants to purchase up to 1,029,104"

Warrants are special documents that give you the right to buy a company's stock at a set price before a certain date. They are often used as a way for companies to attract investors or raise money, and their value can increase if the company's stock price goes up.

registration statement regulatory

"the Company was required to file a registration statement covering the resale of the shares"

A registration statement is a formal document that companies file with a government agency to offer new shares of stock to the public. It provides essential information about the company's finances, operations, and risks, helping investors make informed decisions. Think of it as a detailed product description that ensures transparency and trust before buying into a company.

AI-generated analysis. Not financial advice.

HOUSTON, TX / ACCESS Newswire / February 23, 2026 / Barnwell Industries, Inc. (NYSE American:BRN) today reported financial results for its first quarter ended December 31, 2025. For the quarter, the Company had revenue from continuing operations of $2,746,000 and a net loss from continuing operations of $1,412,000 or $0.13 per share. In the prior year quarter ended December 31, 2024, the Company reported revenue from continuing operations of $3,934,000 and a net loss from continuing operations of $1,600,000 or $0.16 per share. The Company remains debt free and ended the quarter with $1,826,000 in working capital, including $3,622,000 in cash and cash equivalents.

The net loss from continuing operations for the three months ended December 31, 2025, was primarily due to an increase of $453,000, 39%, in general and administrative expenses due to $257,000 higher personnel costs for new staff hired in Canada during the transition period in advance of closing of the Hawaii office on January 31, 2026, $101,000 higher non-cash cost for shares issued to the new Chief Financial Officer, and $116,000 higher professional service fees in the current year period as compared to the same period in the prior year. These higher professional service fees were related to some continued costs from the previously disclosed shareholder consent solicitation, proxy contest, and related legal matters. These increases were partially offset by an $84,000 increase in oil and natural gas segment operating results, a $70,000 increase in land investment segment operating results, and a $398,000 increase from foreign currency gains.

Oil and Natural Gas Operating Results

Oil and natural gas operating results increased $84,000 for the three months ended December 31, 2025 as compared to the same period of the prior year, primarily attributable to a $613,000 decrease in the ceiling test impairment which was nil in the current year period, a $425,000 decrease in operating expenses, and a $313,000 decrease in oil and natural gas depletion, partially offset by a $1,267,000 decrease in oil and natural gas revenues in the current year period as compared to the same period in the prior year. During the three months ended December 31, 2025, oil and natural gas liquids prices decreased 20% and 5%, respectively, compared to the prior year's quarter. Natural gas prices increased 64% compared to the prior year's quarter. Additionally, revenue, operating expenses and depletion decreased due to lower production as a result of the sale of the U.S. oil and natural gas assets, the sale of Barnwell's interest in certain oil and natural gas properties in Canada, and natural declines in production from wells in the Company's Twining area as the wells age.

Foreign Currency Gain

The net loss from continuing operations for the three months ended December 31, 2025 included a $47,000 foreign currency gain recorded in the current year period as compared to a $351,000 loss recorded in the prior year period due to the effects of foreign currency exchange rate changes on intercompany loans and advances as a result of changes in the U.S. dollar against the Canadian dollar, a $398,000 positive impact.

Proxy Contest and Consent Solicitation

While the previously disclosed proxy contest and shareholder consent solicitation are no longer continuing, the Company did incur $169,000 of costs related thereto during the quarter ended December 31, 2025. Since inception of those matters, the Company has received $250,000 in insurance proceeds as reimbursement of certain fees and other costs incurred in connection with those matters.

Sale of Hawaiian Real Estate-Increment II

In November 2025, Barnwell caused its subsidiary, Kaupulehu Developments, LLC, in which Barnwell holds a 77.6% economic interest, to surrender all remaining rights in the Increment II real estate located on the Island of Hawai'i in exchange for total consideration of $2,000,000, of which $70,000 was received during the period.

Also in November 2025, KD Kukio Resorts, LLLP, KD Maniniowali, LLLP, and KD Kaupulehu, LLLP (collectively, "KDK"), entities in which Barnwell holds a 19.6% economic interest, entered into agreements to sell their remaining interests in Increment II for aggregate consideration of $2,109,000.

The closing of these transactions remains subject to the purchaser's election to proceed, and other customary closing conditions.

Closure of Honolulu Office

In January 2026, Barnwell completed the relocation of its corporate headquarters from Honolulu, Hawai'i to Houston, Texas, which now augments its established operational office in Calgary, Alberta. The Company has formally closed its Honolulu office. This transition reflects Barnwell's continued focus on operational efficiency, cost discipline, and alignment with its core oil and gas activities. The move is expected to generate meaningful cost savings and administrative efficiencies going forward, while positioning the Company closer to industry partners, capital markets participants, and institutional investors. The Calgary office remains an important operational hub, ensuring continuity given the presence of key members of management and the Company's Canadian operations, including its Twining asset.

Previously Planned Retirement of Alexander C. Kinzler

Effective January 31, 2026, Alexander C. Kinzler formally retired from his roles as General Counsel and Secretary of Barnwell Industries, Inc., following the completion of the closure of the Company's Honolulu office. Mr. Kinzler concluded his transition in accordance with the Company's succession plan. The Company extends its sincere gratitude to Mr. Kinzler for his many years of dedicated service, steadfast counsel, and meaningful contributions to Barnwell's operations and governance.

Private Placement

In November 2025, the Company completed a private placement with certain investors, including some members of its Board of Directors, pursuant to which Barnwell issued an aggregate of 2,221,141 shares of common stock and warrants to purchase up to 1,029,104 additional shares. The participating directors and a certain other investor did not receive warrants. The offering generated gross proceeds of $2,443,000, further strengthening the Company's debt-free balance sheet and liquidity, positioning the Company for future growth.

In accordance with the terms of the securities purchase agreement, the Company was required to file a registration statement covering the resale of the shares issued in the private placement. The Company filed the registration statement on January 12, 2026, and it was declared effective on January 30, 2026.

Summary and Outlook

While Barnwell's immediate priority remains disciplined execution within its core oil and gas operations, the Board has formally tasked its Chief Financial Officer Philip Patman, Jr. with leading an ongoing evaluation of strategic alternatives and value-creation opportunities across a broader set of industries. This review is not limited to the energy sector and reflects the Board's view that Barnwell's experienced, multidisciplinary management team and directors are well positioned to assess and execute income and cashflow accretive initiatives where appropriate.

Barnwell's debt-free balance sheet and positive working capital position, longstanding public company platform, U.S. net operating loss carryforwards, and high-quality Canadian oil and gas assets together provide a flexible and durable foundation from which to pursue these efforts.

Mr. Patman added, "Barnwell is actively refining its strategy and cost structure with a clear focus on capital discipline and returns. We are reducing SG&A, exiting non-core activities, and allocating capital only where it can generate compelling risk-adjusted returns. At the same time, we are evaluating additional opportunities that can leverage our public company infrastructure and financial flexibility. This work is ongoing, deliberate, and aligned with a singular objective: driving sustainable, long-term shareholder value."

Forward-Looking Statements

The information contained in this press release contains "forward-looking statements," within the meaning of the Private Securities Litigation Reform Act of 1995, Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. A forward-looking statement is one which is based on current expectations of future events or conditions and does not relate to historical or current facts. These statements include various estimates, forecasts, projections of Barnwell's future performance, statements of Barnwell's plans and objectives, and other similar statements. Forward-looking statements include phrases such as "expects," "anticipates," "intends," "plans," "believes," "predicts," "estimates," "assumes," "projects," "may," "will," "will be," "should," or similar expressions. Although Barnwell believes that its current expectations are based on reasonable assumptions, it cannot assure that the expectations contained in such forward-looking statements will be achieved. Forward-looking statements involve risks, uncertainties and assumptions which could cause actual results to differ materially from those contained in such statements. The risks, uncertainties and other factors that might cause actual results to differ materially from Barnwell's expectations are set forth in the "Forward-Looking Statements," "Risk Factors" and other sections of Barnwell's annual report on Form 10-K for the last fiscal year and Barnwell's other filings with the Securities and Exchange Commission. Investors should not place undue reliance on the forward-looking statements contained in this press release, as they speak only as of the date of this press release, and Barnwell expressly disclaims any obligation or undertaking to publicly release any updates or revisions to any forward-looking statements contained herein.

COMPARATIVE OPERATING RESULTS
(Unaudited)

		Three months ended December 31,
		2025				2024
Revenues		$	2,746,000			$	3,934,000
Net loss from continuing operations attributable to Barnwell Industries, Inc.		$	(1,426,000	)		$	(1,598,000	)
Net loss from discontinued operations			-				(319,000	)
Net loss attributable to Barnwell Industries, Inc.		$	(1,426,000	)		$	(1,917,000	)
Basic and diluted net loss per share:
Net loss from continuing operations attributable to Barnwell Industries, Inc.		$	(0.13	)		$	(0.16	)
Net loss from discontinued operations			-				(0.03	)
Net loss attributable to Barnwell Industries, Inc.		$	(0.13	)		$	(0.19	)
Weighted-average number of common shares outstanding:
Basic and diluted			11,070,498				10,047,173

COMPANY:		Barnwell Industries, Inc. 24 Greenway Plaza, Suite 1800Q Houston, Texas 77046 Telephone: (713) 730-7026 Website: www.brninc.com
CONTACT:		Philip Patman, Jr. Chief Financial Officer and Treasurer Phone: (713) 730-7026 Email: barnwellinfo@brninc.com

SOURCE: Barnwell Industries

View the original press release on ACCESS Newswire

FAQ

What were Barnwell (BRN) Q1 fiscal results for the quarter ended December 31, 2025?

Barnwell reported $2,746,000 revenue and a $1,412,000 net loss for Q1. According to the company, cash totaled $3,622,000 and working capital was $1,826,000, with the company remaining debt free.

Why did Barnwell (BRN) record a larger net loss in Q1 December 31, 2025?

The larger net loss was mainly due to a $453,000 increase in G&A expenses. According to the company, higher personnel costs, CFO share-based expense, and professional fees drove the increase.

How did Barnwell's (BRN) oil and natural gas operations perform in Q1 2026?

Oil and gas operating results increased by $84,000 in the quarter. According to the company, improvements came from lower impairment, reduced operating expenses and depletion, despite lower commodity revenue.

What progress did Barnwell (BRN) report on its Hawaiian Increment II transactions in November 2025?

Barnwell reported surrender and sale agreements for Increment II totaling about $4.109 million in consideration. According to the company, closings remain subject to purchaser election and customary conditions.

What capital and liquidity actions did Barnwell (BRN) complete in late 2025?

Barnwell completed a private placement raising $2,443,000 and filed a resale registration statement that became effective January 30, 2026. According to the company, proceeds strengthened its debt-free liquidity position.