Barnwell Inds SEC Filings

Barnwell Industries, Inc. reported that its Board of Directors increased its size from five to six members and appointed Joshua E. Schechter to the Board in connection with a previously disclosed private placement offering. His appointment became effective upon the closing of that offering on November 28, 2025, under a right granted to investor Bradley L. Radoff in the related securities purchase agreement to designate a director. Mr. Schechter will serve until the next annual meeting of stockholders and until a successor is elected and qualified, unless he resigns or is removed earlier.

Mr. Schechter currently serves as a director and chairman of the board of Pursuit Attractions and Hospitality, Inc. and Lifecore Biomedical, Inc., and he previously served on the board and Audit Committee of Bed Bath & Beyond Inc. He has no family relationships with Barnwell’s directors or executive officers, and aside from the appointment right granted to Mr. Radoff, there are no other arrangements or related-party transactions requiring disclosure in connection with his appointment.

Barnwell Industries, Inc. reported the initial holdings of a new director, Joshua Schechter, in a Form 3. As of his appointment to the Board of Directors effective November 28, 2025, he beneficially owns 39,814 shares of common stock in direct form. He also holds a warrant exercisable beginning May 27, 2026 and expiring May 27, 2029 to purchase 19,907 shares of common stock at an exercise price of $1.65 per share, also held directly. This filing establishes his baseline ownership as an insider and director of Barnwell Industries.

Barnwell Industries executive Kenneth S. Grossman reported an insider share purchase. On 11/24/2025, he bought 43,796 shares of Barnwell Industries, Inc. common stock at $1.10 per share, according to a Form 4 filing. After this transaction, he beneficially owns 210,211 shares of the company’s common stock in direct ownership.

Grossman serves as both a Director and the company’s Executive Vice President – Finance, so this filing reflects an increase in holdings by a senior financial officer and board member.

Barnwell Industries (BRN) director reports open-market stock purchase. A reporting person serving as a director of Barnwell Industries, Inc. acquired 59,563 shares of common stock on 11/24/2025 in a purchase transaction at a price of $1.10 per share. After this transaction, the director beneficially owns 271,603 shares of Barnwell common stock held directly. The filing is a Form 4, which discloses changes in insider ownership for this individual director.

Barnwell Industries (BRN) director Joshua Horowitz reported purchasing common stock in a private placement. On 11/24/2025, he acquired 14,563 shares of Barnwell common stock at $1.10 per share, held directly, bringing his directly owned position to 192,875 shares. On the same date, 45,000 additional shares at $1.10 per share were acquired and are reported as indirectly owned, with 315,276 shares held through Palm Global Small Cap Master Fund LP.

The filing explains that Palm Management (US) LLC, as investment manager of Palm Global, and Mr. Horowitz, due to his roles with Palm Global and Palm Management (US) LLC, may be deemed beneficial owners of the shares held by Palm Global, but they expressly disclaim beneficial ownership except to the extent of their pecuniary interest.

Barnwell Industries, Inc. announced a private placement with certain investors, including some directors, to sell 2,221,141 shares of common stock at $1.10 per share and issue warrants to purchase up to 1,029,104 additional shares. The gross proceeds to the company are expected to be about $2,443,255, with closing targeted on or about November 28, 2025, subject to customary conditions.

The warrants carry a $1.65 exercise price, become exercisable 180 days after closing, and remain exercisable for three years. Under certain price conditions, the company may require warrant exercises. One purchaser, Bradley L. Radoff, has the right to appoint a director, and his nominee, Joshua Schecter, is expected to join the board. Barnwell also agreed to register the resale of the shares and warrant shares within set deadlines and will bear related registration expenses.

Barnwell Industries (BRN) appointed Philip F. Patman, Jr. as Executive Vice President – Finance and announced the planned retirement of long‑serving CFO Russell Gifford by year‑end 2025. The Board expanded from four to five seats and appointed Mr. Patman as a director until the next annual meeting.

Compensation includes a stock award of 83,207 shares, an RSU award for 83,208 shares, and a stock option for 185,000 shares at an exercise price of $1.21 per share, each vesting 34% on October 27, 2026, then 33% on October 27, 2027 and 33% on October 27, 2028. The option has a ten‑year term. His initial annual base salary is $315,000, with eligibility for cash and RSU bonuses and long‑term equity awards.

From January 1, 2026, severance protections provide an Additional Payment equal to 50% (Regular) or 100% (CIC) of specified compensation items, plus continuation of health premium reimbursements (six or twelve monthly payments). Upon a CIC Severance Payment Event, unvested equity and earned RSU bonuses would vest in full. No family relationships or related‑party transactions were disclosed.

Barnwell Industries (BRN) reported insider equity grants for Executive VP - Finance and Director Philip F. Patman, Jr. on a Form 4 dated 10/27/2025. The filing lists a stock award of 83,207 shares of common stock and a restricted stock unit award of 83,208 RSUs.

The company also granted an incentive stock option for 185,000 shares with a $1.21 exercise price, expiring on 10/27/2035. Both the RSUs and the option vest in three installments: 34% on 10/27/2026, 33% on 10/27/2027, and 33% on 10/27/2028. These equity awards represent compensation for Mr. Patman’s role and follow approvals by the Compensation Committee and Board.

Barnwell Industries (BRN) filed a Form 3 reporting the appointment of Philip F. Patman, Jr. as Executive Vice President - Finance and as a Director, effective October 27, 2025. The filing states that no securities are beneficially owned. It was signed by Alexander C. Kinzler as attorney-in-fact for Philip F. Patman, Jr.