Barnwell Industries (NYSE: BRN) ups ATM capacity to $4.3M via Roth Capital

Rhea-AI Filing Summary

Barnwell Industries, Inc. amends its January 30, 2026 prospectus supplement to update its at‑the‑market offering capacity: it may offer up to $4,297,700 of common stock through Roth Capital Partners under a previously filed Sales Agreement. The increase reflects a rise in the company’s public float and adjusts the 12‑month limit prescribed by General Instruction I.B.6 of Form S‑3.

The supplement notes a prior shelf capacity of $50,000,000, a prior Form S‑3 limit of $3,200,000, and that approximately $2,103,558 was sold under the I.B.6 allowance in the last 12 months. Shares outstanding were 14,233,259, with a public float of $12,893,200 based on 9,994,729 shares held by non‑affiliates at a reference price of $1.29 per share.

Insights

Capital Markets Analyst

AMT supplement increases available ATM capacity to $4.3M under existing Sales Agreement.

The supplement updates the short‑form registration capacity under General Instruction I.B.6 of Form S‑3, reflecting an increased public float and permitting additional sales through Roth Capital. The filing clarifies prior usage of the I.B.6 allowance: $2,103,558 sold in the prior 12 months.

Practical dependencies include the public float calculation and continued compliance with the one‑third cap while public float remains below $75M. Subsequent daily ATM sales will be driven by market conditions and Roth Capital execution; timing and actual proceeds per sale are not disclosed in the excerpt.

Key Figures

Updated offering capacity: $4,297,700 Original shelf capacity: $50,000,000 Prior Form S-3 limit: $3,200,000 +5 more

8 metrics

Updated offering capacity $4,297,700 aggregate offering price eligible under Sales Agreement

Original shelf capacity $50,000,000 registered under Sales Agreement on Form S-3

Prior Form S-3 limit $3,200,000 previous limitation under General Instruction I.B.6

Amount sold in prior 12 months $2,103,558 sold pursuant to General Instruction I.B.6 in prior 12 months

Public float $12,893,200 aggregate market value of outstanding common stock held by non-affiliates

Shares outstanding 14,233,259 shares total shares outstanding stated in supplement

Non‑affiliate shares 9,994,729 shares shares held by non-affiliates used to calculate public float

Reference price (60‑day high) $1.29/share closing sale price on March 2, 2026 used for public float calculation

Key Terms

Sales Agreement, General Instruction I.B.6 of Form S-3, public float, at‑the‑market

4 terms

Sales Agreement regulatory

"Sales Agreement between Roth Capital Partners, LLC, or Roth Capital, acting as the agent, and us."

A sales agreement is a written contract that sets out the terms for selling goods, services, or assets, specifying price, delivery, payment schedule and responsibilities of each side. For investors it matters because it creates a predictable stream of revenue or cash obligations, clarifies timing and risk, and can change a company’s value or forecasts much like a signed order turns a customer’s verbal intent into a firm commitment.

General Instruction I.B.6 of Form S-3 regulatory

"offering limitations applicable to us under General Instruction I.B.6. of Form S-3"

public float market

"aggregate market value of our outstanding common stock held by non-affiliates, or our public float"

Public float is the total number of a company's shares that are available for trading by the general public. It excludes shares held by company insiders or large stakeholders who are unlikely to sell them easily. This figure helps investors understand how much of the company's stock is actively available, which can influence its liquidity and how easily its price might change.

at‑the‑market market

"we may offer and sell shares of our Common Stock ... through or to the Sales Agent, as agent or principal."

Filed Pursuant to Rule 424(b)(5)

Registration No.: 333-292684

SUPPLEMENT NO. 1 TO

PROSPECTUS SUPPLEMENT DATED FEBRUARY 25, 2026

(To Prospectus dated January 30, 2026)

BARNWELL INDUSTRIES, INC.

Up to $4,297,700 of Common Stock

This prospectus supplement amends and supplements the prospectus dated January 30, 2026, filed as a part of our registration statement on Form S-3 (File No. 333-292684) as amended by our prospectus supplement dated February 25, 2026 (the “Prior Prospectuses”). This prospectus supplement should be read in conjunction with the Prior Prospectuses, and is qualified by reference thereto, except to the extent that the information herein amends or supersedes the information contained in the Prior Prospectuses. This prospectus supplement is not complete without, and may only be delivered or utilized in connection with, the Prior Prospectuses, and any future amendments or supplements thereto.

We filed the Prior Prospectuses to register the offer and sale of our common stock, par value $0.50 per share, from time to time pursuant to the terms of that certain Sales Agreement between Roth Capital Partners, LLC, or Roth Capital, acting as the agent, and us. In accordance with the terms of the Sales Agreement, we may offer and sell shares of our Common Stock having an aggregate offering price of up to $50,000,000 from time to time through or to the Sales Agent, as agent or principal. However, due to the offering limitations applicable to us under General Instruction I.B.6. of Form S-3, the Prior Prospectuses limited us to up to $3,200,000.  As a result of an increase in our public float calculated in accordance with General Instruction I.B.6. of Form S-3 as of the date of this prospectus supplement, and in accordance with the terms of the Sales Agreement, we are filing this prospectus supplement to amend the Prior Prospectuses to update the amount of shares we are eligible to sell. As a result of these limitations and the current public float of our common stock, and in accordance with the terms of the Sales Agreement, we may offer and sell shares of our common stock having an aggregate offering price of up to $4,297,700 from time to time through Roth Capital, which includes the shares of common stock pursuant to the Prior Prospectuses having an aggregate sales price of approximately $2,103,558 that were sold pursuant to General Instruction I.B.6 of Form S-3 in the last 12-months. 

As of the date of this prospectus supplement, the aggregate market value of our outstanding common stock held by non-affiliates, or our public float, was approximately $12,893,200 based on a total number of 14,233,259 shares of common stock outstanding, of which 9,994,729 shares of common stock were held by non-affiliates, at a price of $1.29 per share, the closing sale price of our common stock on March 2, 2026, which is the highest closing price of our common stock on the NYSE American within the prior 60 days. We have sold approximately $2,103,558 of our common stock pursuant to General Instruction I.B.6 of Form S-3 during the prior 12-calendar month period that ends on and includes the date of this prospectus supplement (excluding this offering). Accordingly, based on the foregoing, we are currently eligible under General Instruction I.B.6 of Form S-3 to offer and sell shares of our Common Stock having an aggregate offering price of up to approximately $2,194,175. Pursuant to General Instruction I.B.6 of Form S-3, in no event will we sell securities in a public primary offering with a value exceeding one-third of our public float in any 12-month period so long as our public float remains below $75 million.

Our Common Stock is listed on the NYSE American under the symbol “BRN.” On April 8, 2026, the last reported sale price of our Common Stock on NYSE American was $1.08 per share.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or passed upon the accuracy or adequacy of this prospectus supplement. Any representation to the contrary is a criminal offense. 

Roth Capital Partners 

The date of this prospectus supplement is April 9, 2026.

FAQ

What amount is Barnwell Industries (BRN) registering to sell?

Barnwell is eligible to offer up to $4,297,700 of common stock. This figure updates prior limits and reflects an increased public float under Form S‑3 rules.

How much has Barnwell sold under the Form S‑3 I.B.6 allowance in the past 12 months?

Barnwell sold approximately $2,103,558 of common stock under General Instruction I.B.6. That prior activity is included in the updated $4,297,700 aggregate offering capacity.

What triggers the updated offering capacity to $4,297,700?

The update results from an increase in the company’s public float calculated under General Instruction I.B.6 of Form S‑3. The supplement amends the Sales Agreement capacity accordingly.

Who will sell the shares and by what method?

Sales will occur through Roth Capital Partners under the existing Sales Agreement, using at‑the‑market or other methods permitted by that agreement; specific sale timing and amounts are not disclosed here.

What public float and outstanding share figures are cited?

The supplement states a public float of $12,893,200, total shares outstanding of 14,233,259, and 9,994,729 shares held by non‑affiliates, based on a reference price of $1.29 per share.