UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 8-K
Current Report Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): September 15, 2026
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.) |
24 Greenway Plaza, Suite 1800Q, Houston, Texas 77046
(Address of Principal Executive Offices) (Zip Code)
(713) 730-7026
(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 | BRN | 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. ☐
Item 2.01
Completion of Acquisition or Disposition of Assets.
On September 15, 2026, Barnwell Industries, Inc. (the “Company”) completed the previously announced sale of its remaining Hawaii development interests pursuant to that certain Purchase and Sale Agreement, dated as of July 31, 2026 (the “Purchase Agreement”), by and among David Johnston, as buyer (the “Buyer”), and each of Barnwell Hawaiian Properties, Inc., a Delaware corporation and wholly owned subsidiary of the Company (“BHP”), and Ka‘upulehu Developments, a Hawaii general partnership for which BHP serves as authorized general partner (“KD”), each severally and not jointly, as sellers (together, the “Sellers”).
At closing, the Sellers sold to the Buyer: (i) BHP’s 34.45% limited partner interest in KKM Makai, LLLP, a Delaware limited liability limited partnership, and BHP’s 75% general partner interest in KD Kona 2013 LLLP, a Delaware limited liability limited partnership (together, the “Partner Interests”); (ii) KD’s rights in KD Acquisition II, LLLP and Increment 2 of Lot 4-A at Ka‘upulehu on the Island of Hawaii under a Retained Rights Agreement dated March 7, 2019 (the “KD Project Rights”); and (iii) KD’s rights under an Agreement to Terminate Project Rights dated November 17, 2025 between the Buyer and KD.
The gross purchase price was $1,770,000 in cash, payable at closing, allocated $770,000 to the Partner Interests and $1,000,000 to the KD Project Rights and the rights under the Agreement to Terminate. After giving effect to the minority interest held by Cambridge Hawaii LP in KD, net consideration to the Company is estimated at approximately $1.54 million. In addition, pre-closing distributions by Ka‘upulehu Makai, LLLP to its partners resulted in further distributions of approximately $0.14 million to the Company. Together, these amounts resulted in total cash receipts to the Company of approximately $1.7 million.
The closing effectively completes the Company’s exit from all of its known remaining Hawaii real-estate-related interests, subject to minimal, administrative winding-up activities. The Company will continue to own BHP and Barnwell Kona Corporation, both Delaware corporations, following the closing and expects to wind up those entities thereafter.
The Buyer, David Johnston, is the son of Terry Johnston, a partner in KD. In addition, the Company understands that a historical arrangement may exist under which Terry Johnston is entitled to a commission equal to 8% of distributions from KD, although no copy of such arrangement has been located. Under the Purchase Agreement, the Buyer has agreed to indemnify the Sellers and their affiliates against any claim by Terry Johnston (or any affiliate of his) that he is entitled to a commission on any portion of the purchase price payable to the Sellers.
The Partner Interests were sold on a strictly “AS-IS” basis. The Sellers’ representations and warranties are limited and survive for six months after closing. Each Seller’s aggregate liability is capped at 10% of the portion of the purchase price allocated to the assets it sold, subject to a $25,000 aggregate claim threshold, and consequential, special, incidental, exemplary and punitive damages and lost profits are excluded. These limitations do not apply to actual common-law fraud by the applicable Seller. The Buyer will indemnify the Sellers and their affiliates from and after closing against liabilities arising out of or relating to the Partner Interests, the KD Project Rights, the Agreement to Terminate, KKM Makai, LLLP or KD Kona 2013 LLLP, whether arising before, on or after closing. The Purchase Agreement is governed by Hawaii law.
The foregoing description of the Purchase Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Purchase Agreement, a copy of which is filed as Exhibit 2.1 to the Company’s Current Report on Form 8-K filed August 4, 2026 and is incorporated herein by reference.
Forward-Looking Statements
This Current Report on Form 8-K contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, including statements regarding expected net proceeds, the anticipated winding up of Hawaii-related subsidiaries and partnerships, estimated tax liabilities, and the Company’s plans to exit its remaining Hawaii interests and redeploy capital. These forward-looking statements are based on the Company’s current expectations and are subject to risks and uncertainties that could cause actual results to differ materially, including, without limitation, the costs and timing of winding-up activities, changes in tax laws or assessments, the receipt or timing of distributions from partnerships, and other risks described in the Company’s filings with the Securities and Exchange Commission. The Company undertakes no obligation to update any forward-looking statement, whether as a result of new information, future events, or otherwise, except as required by law.
Item 7.01
Regulation FD Disclosure.
On September 16, 2026, the Company issued a press release announcing the closing of the transactions described in Item 2.01 above. A copy of the press release is furnished herewith as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.
The information in this Item 7.01, including the press release attached as Exhibit 99.1, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933 or the Securities Exchange Act of 1934, except as expressly set forth by specific reference in such filing.
Item 9.01
Financial Statements and Exhibits.
(d) Exhibits
| | |
| Exhibit No. | Description |
| 2.1* | Purchase and Sale Agreement, dated as of July 31, 2026, by and among David Johnston, Ka‘upulehu Developments, and Barnwell Hawaiian Properties, Inc. (incorporated by reference to Exhibit 2.1 to the Company’s Current Report on Form 8-K filed August 4, 2026). |
| 99.1 | Press release dated September 16, 2026. |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). |
*Certain schedules and exhibits to the Purchase Agreement have been omitted pursuant to Item 601(a)(5) of Regulation S-K. The registrant hereby undertakes to furnish supplementally to the U.S. Securities and Exchange Commission upon request a copy of any omitted schedule or exhibit.
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: September 16, 2026
| | | | |
| BARNWELL INDUSTRIES, INC. | |
| | | | |
| By: | /s/ Philip F. Patman, Jr. | |
| | Name: | Philip F. Patman, Jr. | |
| | Title: | Chief Financial Officer and Treasurer | |
0000010048
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0000010048
2026-09-15
2026-09-15
Exhibit 99.1
Barnwell Industries Completes Sale of Remaining Hawaii Development Interests
Transaction Completes Company’s Exit from Hawaii and Further Simplifies Portfolio
HOUSTON, Texas – September 16, 2026 – Barnwell Industries, Inc. (NYSE American: BRN) today announced that it has completed the previously announced sale of its remaining Hawaii development interests and related project rights.
The transaction had a gross purchase price of approximately $1.77 million, resulting in approximately $1.54 million in net cash proceeds to Barnwell. In connection with the transaction, the applicable partnership also made pre-closing distributions of approximately $0.14 million net to Barnwell. Together, these amounts resulted in total cash receipts to Barnwell of approximately $1.7 million.
The transaction included the sale of Barnwell’s indirect partnership interests in KKM Makai, LLLP and KD Kona 2013 LLLP, which hold interests in the leases covering the Increment 1 and Increment 2 areas of Lot 4-A at Ka‘upulehu on the Island of Hawaii, as well as development rights held by Ka‘upulehu Developments in the Increment 2 area.
With the closing completed, Barnwell has now monetized its remaining Hawaii development interests. The Company expects the limited remaining activities associated with winding up the related Ka‘upulehu Developments partnership and its affairs to be completed promptly and at minimal additional cost.
“This transaction marks an important milestone for Barnwell and completes the monetization of legacy Hawaii assets that we believe no longer represented the best use of our shareholders’ capital,” said Philip Patman, Jr., Chief Financial Officer and a member of Barnwell’s Board of Directors. “We have converted these interests into cash, eliminated associated future capital commitments and further simplified the Company.”
Patman continued, “Our focus now is on putting Barnwell’s capital and public-company platform to work where we believe they can generate attractive long-term risk-adjusted returns. We continue to evaluate strategic investments, acquisitions and potential business combinations, while maintaining a disciplined approach to valuation, balance-sheet strength and capital allocation. We will pursue opportunities only where we believe the prospective returns justify committing our shareholders’ capital.”
About Barnwell Industries, Inc.
Barnwell Industries, Inc. is a diversified company with operations and interests in energy and related assets. The Company is focused on disciplined capital allocation, operational improvement, strategic repositioning, and maximizing shareholder value.
Forward-Looking Statements
This press release contains “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements include statements regarding Barnwell’s strategy, strategic repositioning, liquidity, capital allocation, business prospects, commodity prices, oil and gas asset values, potential future distributions, the potential sale of assets, the Company’s strategic alternatives process, potential merger candidates, possible business combinations or other transactions, and opportunities to generate returns for shareholders.
These forward-looking statements are based on current expectations and assumptions and are subject to risks and uncertainties that could cause actual results to differ materially from those expressed or implied. Important factors that could cause actual results to differ materially include risks related to commodity price volatility, the timing and outcome of any asset sale process, the Company’s ability to complete any strategic transaction, the availability and terms of potential merger or business combination opportunities, general economic and market conditions, and the other risks described in Barnwell’s filings with the Securities and Exchange Commission, including its most recent Annual Report on Form 10-K and subsequent filings.
Barnwell undertakes no obligation to update any forward-looking statements except as required by law.
Company Contact:
Barnwell Industries, Inc.
24 Greenway Plaza, Suite 1800Q
Houston, Texas 77046
Telephone: (713) 730-7026
Website: www.brninc.com
