Barnwell Industries (NYSE: BRN) details $120K director fees, $50K RSU grant

Rhea-AI Filing Summary

Barnwell Industries, Inc. filed an amended current report to update compensation details for new director Joshua E. Schechter. The company explains that non-employee directors currently receive annual fees of $120,000 for the fiscal year ending September 30, 2026, excluding any extra fees for board committee service.

The company’s recent practice has been to pay this director fee half in restricted stock units and half in cash. Consistent with that approach, on December 3, 2025, Mr. Schechter was granted restricted stock units valued at $50,000, representing a prorated stock grant from his appointment date through September 30, 2026. The remainder of his director fees for the 2026 fiscal year will be paid in cash.

8-K Event Classification

Item 5.02 — Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers

1 item

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers Governance

Key personnel changes including departures, elections, or appointments of directors and executive officers.

Understanding 8-K Material Events →

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

FORM 8-K/A

(Amendment No. 1)

Current Report Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): November 25, 2025

BARNWELL INDUSTRIES, INC.

(Exact Name of Registrant as Specified in its Charter)

Delaware	1-5103	72-0496921
(State or other jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)

1100 Alakea Street, Suite 500

Honolulu, Hawaii 96813

(Address of Principal Executive Offices) (Zip Code)

(808) 531-8400

(Registrant’s Telephone Number, Including Area Code)

Not Applicable

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Common Stock, $0.50 Par Value Common Stock Purchase Rights		BRN N/A		NYSE American NYSE American

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).  Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

EXPLANATORY NOTE

This Amendment No. 1 amends the Current Report on Form 8-K (the “Original 8-K”) Barnwell Industries, Inc. (the “Company”) filed with the Securities and Exchange Commission on December 2, 2025, regarding the appointment of Joshua E. Schechter as a member of the Board of Directors of the Company (the “Board”), solely to supplement the Original 8-K with compensation information that was unavailable at the time of the Original 8-K filing. The disclosure included in the Original 8-K otherwise remains unchanged.

Item 5.02  Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Non-employee directors of the Company currently receive annual director’s fees for the Company’s fiscal year, ending September 30, 2026, of $120,000 (exclusive of any additional fees that may be paid in service on board committees). The Company’s recent practice has been to pay such director’s fee with a combination of one-half in restricted stock units and one-half in cash. In connection with his appointment to the Board, on December 3, 2025, Mr. Schechter was granted restricted stock units valued at $50,000, representing a prorated grant from the effective date of his appointment to the Board through September 20, 2026, the end of the Company’s fiscal year, for the restricted stock unit portion of his director fees; the remainder of his director fees for the 2026 fiscal year will be paid in cash.

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Dated: December 10, 2025

	BARNWELL INDUSTRIES, INC.
	By:	/s/ Alexander C. Kinzler
		Name:	Alexander C. Kinzler
		Title:	Secretary

FAQ

What change does Barnwell Industries (BRN) report in this 8-K/A?

The filing updates prior disclosure to include compensation details for new director Joshua E. Schechter that were not available when the original report was filed.

How much do non-employee directors of Barnwell Industries (BRN) earn annually?

Non-employee directors currently receive annual director’s fees of $120,000 for the fiscal year ending September 30, 2026, excluding any additional committee fees.

How are Barnwell Industries (BRN) director fees typically paid?

The company’s recent practice is to pay the $120,000 director fee using a combination of one-half in restricted stock units and one-half in cash.

What equity compensation did Joshua E. Schechter receive from Barnwell Industries (BRN)?

In connection with his appointment to the Board, Mr. Schechter was granted restricted stock units valued at $50,000 on December 3, 2025, as the stock portion of his prorated director fees.

What period does Joshua E. Schechter’s prorated restricted stock unit grant at Barnwell Industries (BRN) cover?

The $50,000 restricted stock unit grant covers the period from the effective date of his appointment through September 30, 2026, the end of the company’s fiscal year.

How will the remainder of Joshua E. Schechter’s 2026 director fees be paid at Barnwell Industries (BRN)?

The remainder of Mr. Schechter’s director fees for the 2026 fiscal year will be paid in cash.