Barnwell Industries, Inc. Reports Results for Its Fourth Quarter and Year Ended September 30, 2025

Rhea-AI Summary

Barnwell Industries (NYSE American: BRN) reported fourth-quarter revenue from continuing operations of $3.022M and a Q4 net loss from continuing operations of $2.429M (loss of $0.24 per share). For fiscal 2025 the company reported revenue from continuing operations of $13.697M and a net loss from continuing operations of $7.103M (loss of $0.71 per share).

Year-over-year loss widened due to higher G&A driven by one-time costs for a shareholder consent solicitation, a loss on the sale of U.S. oil and gas working interests, lower commodity prices and reduced production, and softer land investment results.

Material corporate actions: sale of all U.S. oil and gas assets, a November 2025 private placement that raised approximately $2.443M, a Kaupulehu Increment II surrender agreement for $2.0M (with $70,000 received and closing subject to purchaser), and planned closure of the Hawaii office with HQ shared between Houston and Calgary.

Positive

• Private placement proceeds of approximately $2.443M
• Sale of U.S. oil and gas assets ends U.S. upstream exposure
• Planned HQ move to Houston and Calgary to reduce G&A expenses

Negative

• Fiscal 2025 net loss of $7.103M (continuing operations)
• One-time shareholder solicitation costs materially increased G&A
• Land investment results weaker due to non-recurring prior-year lot sales
• Kaupulehu $2.0M purchase closing is contingent and may not occur

Key Figures

Q4 revenue (cont.) $3,022,000 Quarter ended September 30, 2025

Q4 net loss (cont.) $2,429,000 Quarter ended September 30, 2025

Q4 loss per share $0.24 Net loss from continuing operations per share

FY revenue (cont.) $13,697,000 Year ended September 30, 2025

FY net loss (cont.) $7,103,000 Year ended September 30, 2025

FY loss per share $0.71 Net loss from continuing operations per share

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

Kaupulehu Increment II price $2,000,000 Consideration for surrendering remaining rights, November 2025

Market Reality Check

$1.15 Last Close

Volume Volume 39,603 was below the 20-day average of 56,806 ahead of this earnings release. normal

Technical Shares traded below the 200-day MA of $1.28, with price at $1.06 before the news.

Peers on Argus

BRN was down 4.5% while several peers like TPET (-8.56%), EONR (-2.34%), and MXC (-6.34%) also declined, but mixed moves from MTR (+1.64%) and BATL (+2.63%) and a lack of momentum scanner signals point to a more stock-specific reaction than a broad sector move.

Historical Context

Date	Event	Sentiment	Move	Catalyst
Dec 03	Private placement close	Positive	+1.8%	Closing of private placement raising about $2.4M with warrants attached.
Nov 25	Private placement deal	Positive	+10.0%	Announcement of $2.4M equity financing at $1.10 per share with warrants.
Oct 28	Management transition	Neutral	+2.5%	Appointment of EVP Finance and planned CFO transition plus Hawaii office wind-down.
Sep 23	Board appointments	Positive	+8.5%	Addition of two directors to bolster governance and capital markets expertise.
Sep 11	Proxy dispute update	Negative	-0.9%	Quorum reduction and ongoing proxy contest narrative around annual meeting.

Pattern Detected

Recent governance and financing announcements have generally seen share-price moves that align with the directional tone of the news, without clear divergence events in the last five items.

Recent Company History

Over the last few months, Barnwell focused on governance changes, capital raises, and strategic simplification. In September 2025, it added two directors to strengthen oversight, followed by quorum-related proxy disputes later that month. In October 2025, it announced finance leadership transitions and a planned Hawaii office wind-down. In November–December 2025, Barnwell executed and then closed a private placement raising about $2.4M. Today’s results and strategic updates extend this restructuring and capital-focused trajectory.

Market Pulse Summary

This announcement combines weak financial results with notable strategic shifts. Barnwell reported fourth-quarter revenue of $3.022M and a full-year net loss from continuing operations of $7.103M, while also selling its U.S. oil and gas assets and completing a $2.443M private placement. The move to co-headquarters in Houston and Calgary continues a cost-focused restructuring seen in prior updates. Investors may watch future results from the Twining field, progress on Kaupulehu monetization, and further governance or capital actions.

Key Terms

private placement financial

"in a private placement offering of the Company's securities (the "Offering")."

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

"and (ii) warrants (the "Common Warrants") to purchase up to 1,029,104 shares"

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.

securities purchase agreement financial

"the Company entered into a securities purchase agreement with certain investors"

A securities purchase agreement is a written contract between a buyer and a seller outlining the terms for buying or selling financial assets such as stocks or bonds. It specifies details like the price, quantity, and conditions of the transaction, similar to a shopping list with agreed-upon terms. For investors, it provides clarity and legal protection when transferring ownership of these financial instruments.

Section 4(a)(2) regulatory

"pursuant to Section 4(a)(2) of the Securities Act and/or Regulation D"

Section 4(a)(2) is a part of U.S. securities laws that allows companies to sell their stock directly to certain investors without registering the sale with regulators. This process is often used for private placements, making it easier and faster for companies to raise money from knowledgeable or institutional investors. It matters to investors because it provides an alternative way to buy shares, often with fewer disclosures and lower costs.

Regulation D regulatory

"pursuant to Section 4(a)(2) of the Securities Act and/or Regulation D promulgated"

Regulation D is a set of rules that govern how companies can raise money from investors without going through the full process required for public stock offerings. It provides simplified options for private placements, making it easier for companies to seek investments from a smaller group of investors. For investors, it offers opportunities to invest in private companies, often with fewer restrictions, but also with different levels of risk and disclosure.

Form 8-K regulatory

"available in a Current Report on Form 8-K filed by the Company"

A Form 8-K is a report that companies file with the government to share important news quickly, such as changes in leadership, major business deals, or financial updates. It matters because it helps investors stay informed about significant events that could affect the company's value or stock price.

AI-generated analysis. Not financial advice.

Recent Capital Raise Lays the Groundwork for Future Success

HONOLULU, HI / ACCESS Newswire / December 19, 2025 / Barnwell Industries, Inc. (NYSE American:BRN) today reported financial results for its fourth quarter and year ended September 30, 2025. The Company had revenue from continuing operations of $3,022,000 and a net loss from continuing operations of $2,429,000 or $0.24 per share for the fourth quarter and revenue from continuing operations of $13,697,000 and a net loss from continuing operations of $7,103,000 or $0.71 per share for the fiscal year.

The increase in net loss from continuing operations for the year ended September 30, 2025, compared to the prior year, was primarily driven by higher general and administrative expenses resulting from significant one-time, non-recurring costs associated with the shareholder consent solicitation, a loss related to the sale of the Company's U.S. oil and natural gas working interests, lower commodities prices and reduced production, and softer results in the land investment segment due to prior-year lot sales that did not recur in the current period.

The U.S. oil and natural gas assets were located in the states of Texas and Oklahoma and were owned by wholly-owned subsidiaries of Barnwell. As a result of the sale during the three months ended September 30, 2025, the Company no longer owns any oil and natural gas assets in the U.S.

Private Placement Offering

In November 2025, the Company entered into a securities purchase agreement with certain investors (the "Purchasers"), including certain directors of the board of directors of the Company, pursuant to which the Company agreed to issue and sell an aggregate of: (i) 2,221,141 shares of its common stock, par value $0.50 per share (the "Common Stock"), and (ii) warrants (the "Common Warrants") to purchase up to 1,029,104 shares of Common Stock (the "Warrant Shares") in a private placement offering of the Company's securities (the "Offering"). The directors of the Company participating as Purchasers in the Offering and certain other Purchasers did not receive any Common Warrants.

The gross proceeds received from the Offering was approximately $2,443,000. The private placement represents another key step in Barnwell's ongoing transformation, as the Company executes its plan to focus on high-return-on-invested-capital opportunities and to streamline its operations. The proceeds will be used for general corporate purposes.

Kaupulehu Developments

In November 2025, Kaupulehu Developments entered into an agreement to surrender any and all

remaining rights for Increment II for $2,000,000 of which $70,000 was received. Additionally, the purchaser has the right to extend the closing by up to two years by making a $70,000 payment in each of

the next two years, with those payments applied against the $2,000,000 purchase price. The closing of this transaction is entirely dependent on the purchaser and therefore may not happen.

Closure of Honolulu Office

Barnwell made the decision to relocate our corporate headquarters to co-head offices in Houston, Texas and Calgary, Alberta. The closure of the Hawaii office is scheduled to occur in early calendar year 2026. This decision reflects the Company's ongoing efforts to streamline operations and reduce general and administrative expenses. Notably, the Calgary office has long been an established location for Barnwell and aligns with the presence of some of our ongoing management team, ensuring continuity and operational efficiency as a part of this transition.

Summary and Outlook

Craig D. Hopkins, CEO, stated, "The sale of our U.S. oil and natural gas properties enables us to concentrate resources on the workover and optimization initiatives underway at our Twining field, supporting long-term production stability. As we move forward, we will continue to advance these initiatives while maintaining flexibility to consider opportunities that may further strengthen the value and long-term potential of the Twining asset as well as the overall value of the Company."

Important Information

The offer and sale of the foregoing securities were made in a private placement in reliance on an exemption from the registration requirements of the Securities Act of 1933, as amended (the "Securities Act"), pursuant to Section 4(a)(2) of the Securities Act and/or Regulation D promulgated thereunder, and applicable state securities laws. Accordingly, the securities offered in the private placement may not be offered or sold in the United States absent registration with the Securities and Exchange Commission or an applicable exemption from the registration requirements of the Securities Act and such applicable state securities laws.

This press release does not constitute an offer to sell or the solicitation of an offer to buy the securities, nor shall there be any sale of the securities being offered in any state or other jurisdiction in which such offer, solicitation or sale would be unlawful prior to the registration or qualification under the securities laws of any such state or other jurisdiction.

Additional information regarding this private placement is available in a Current Report on Form 8-K filed by the Company with the Securities and Exchange Commission.

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)
		Year ended								Three months ended
		September 30,								September 30,
		2025				2024				2025				2024
Revenues		$	13,697,000			$	18,075,000			$	3,002,000			$	3,729,000
Net loss from continuing operations attributable to Barnwell Industries, Inc.		$	(7,115,000	)		$	(4,105,000	)		$	(2,429,000	)		$	(1,431,000	)
Net earnings (loss) from discontinued operations			12,000				(1,460,000	)			-				(452,000	)
Net loss attributable to Barnwell Industries, Inc.		$	(7,103,000	)		$	(5,565,000	)		$	(2,429,000	)		$	(1,883,000	)
Basic and diluted net loss per share:
Net loss from continuing operations attributable to Barnwell Industries, Inc.		$	(0.71	)		$	(0.41	)		$	(0.24	)		$	(0.14	)
Net loss from discontinued operations			-				(0.15	)			-				(0.05	)
Net loss attributable to Barnwell Industries, Inc.		$	(0.71	)		$	(0.56	)		$	(0.24	)		$	(0.19	)
Weighted-average shares and equivalent shares outstanding:
Basic and diluted			10,056,479				10,017,997				10,071,577				10,028,090

COMPANY:

Barnwell Industries, Inc.
1100 Alakea Street, Suite 500
Honolulu, HI 96813
Telephone: (808) 531-8400
Fax: (808) 531-7181
Website: www.brninc.com

CONTACT:

Craig D. Hopkins
Chief Executive Officer and President
Phone: (403) 531-1560
Email: info@bocl.ca

SOURCE: Barnwell Industries

View the original press release on ACCESS Newswire

FAQ

What were Barnwell Industries (BRN) revenue and net loss for fiscal 2025?

Barnwell reported fiscal 2025 revenue from continuing operations of $13.697M and a net loss from continuing operations of $7.103M (loss of $0.71 per share).

How much did Barnwell raise in the November 2025 private placement (BRN)?

The company received gross proceeds of approximately $2.443M from the private placement.

Did Barnwell sell its U.S. oil and natural gas assets (BRN)?

Yes, Barnwell completed a sale during the period and no longer owns any U.S. oil and natural gas assets.

What is the Kaupulehu Increment II agreement disclosed by Barnwell (BRN)?

Kaupulehu agreed to surrender remaining Increment II rights for $2.0M; $70,000 was received and the purchaser may extend closing with two additional $70,000 payments.

When will Barnwell close its Hawaii office and where will headquarters move (BRN)?

The Hawaii office closure is scheduled for early calendar 2026; headquarters will be co-headquartered in Houston, Texas and Calgary, Alberta.

What caused the increase in Barnwell's 2025 net loss (BRN)?

Management cited higher G&A from significant one-time consent solicitation costs, a loss on the U.S. asset sale, lower commodity prices and reduced production, and weaker land segment sales.