Barnwell Inds SEC Filings

Barnwell Industries, Inc. (BRN) reported a Form 4 showing that director Philip J. McPherson was granted 44,445 restricted stock units on 10/08/2025. The award is recorded as a non‑derivative acquisition and is held directly. The filing states the grant represents a restricted stock unit award made pursuant to a Board grant to a non‑employee director. The form was signed by an attorney‑in‑fact on 10/10/2025.

The transaction increases the reporting person’s beneficial ownership by 44,445 shares as of the grant date and does not disclose an exercise price since it is an equity award rather than an option. No other securities or derivative transactions are reported on this form.

Barnwell Industries, Inc. (BRN) filed an Initial Statement of Beneficial Ownership (Form 3) reporting that Philip J. McPherson was appointed to the company's board of directors effective 09/19/2025. The filing states the Form 3 was signed on 10/01/2025 by an attorney-in-fact and explicitly notes that no securities are beneficially owned by the reporting person at the time of filing. This is a routine Section 16 disclosure showing a director appointment without any immediate equity holdings.

Kenneth S. Grossman, a director of Barnwell Industries, Inc. (BRN), was granted 65,000 shares of common stock on 09/29/2025. After the award, he beneficially owned 167,595 shares. The Form 4 indicates the award is a non-employee director grant approved by the board and reported by an attorney-in-fact signing on behalf of Mr. Grossman on 10/01/2025. The filing is a single-person Form 4 and does not disclose cash consideration or an exercise price because it records a direct stock award rather than a derivative transaction.

Barnwell Industries, Inc. Employees' Pension Plan Trust filed Amendment No. 1 to a Schedule 13D reporting ownership of 629,525 shares of Barnwell common stock, representing 6.2% of the 10,073,534 shares outstanding as of August 11, 2025. The filing restates the issuer's principal office and clarifies that other terms of the original Schedule 13D remain unchanged.

The trust disclosed a sequence of open-market purchases between July 14, 2025 and September 10, 2025 totaling the shares reported, with prices per share ranging from $1.12 to $1.24. The filing includes a standard disclaimer that the reporting person disclaims beneficial ownership except to the extent of any pecuniary interest.

A 30% shareholder alleges that Barnwell Industries' board has spent nearly all of the company's roughly $2 million cash over six months to resist the shareholder's efforts to nominate directors, accelerating cash losses and destroying shareholder value. The filing accuses the board of selling a Texas investment at an approximately $3 million loss to raise cash, amending promissory notes tied to a water-sale payment and delaying collections, and pursuing defensive measures—including a second poison pill and legal challenges—that the shareholder says entrench management rather than protect the business.

The shareholder states willingness to discuss settlements and potential financings but says the board refused constructive solutions and blocked qualified director candidates, while the company has publicly noted it is "investigating potential sources of funding, including debt financing, issuance of stock." The filing also alleges the company’s pension plan purchased about 520,000 shares of BRN stock.