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 10, 2025
BARNWELL INDUSTRIES, INC.
(Exact Name of Registrant as Specified in its Charter)
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Delaware
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1-5103
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72-0496921
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(State or other jurisdiction of Incorporation)
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(Commission File Number)
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(IRS Employer Identification No.)
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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:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Securities registered pursuant to Section 12(b) of the Act:
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Title of each class
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Trading Symbol(s)
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Name of each exchange on which registered
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Common Stock, $0.50 Par Value
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BRN
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NYSE American
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Common Stock Purchase Rights
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N/A
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NYSE American
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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 5.03 Amendments
to Articles of Incorporation or Bylaws; Change in Fiscal Year
On September 10, 2025, the Board of Directors of Barnwell Industries, Inc. (the “Company”) approved an amendment to the Company’s Amended and Restated Bylaws (the “Bylaws
Amendment”) to reduce the quorum needed to transact business at the 2025 annual meeting of stockholders (including any adjournment or postponement thereof) on a one-time, limited basis to thirty three one-third percent (33 1/3%) of the Company’s
voting power of the issued and outstanding shares of capital stock of the Company entitled to vote thereat, present in person or represented by proxy. Given that at least one stockholder who had previously indicated an intention to submit proxies
has not done so, the Board has determined that it is in the best interests of all stockholders to reduce the quorum solely for the 2025 annual meeting. The Company’s decision is to set the quorum at 33 1/3%, ensuring that the annual meeting may
proceed and that stockholders who have expressed their views through voting are not disenfranchised.
The foregoing description of the Bylaws Amendment does not purport to be complete and is subject to and qualified in its entirety by reference to the full text of the
Amended and Restated Bylaws, a copy of which is attached hereto as Exhibit 3.2 and is incorporated by reference herein.
Item 9.01 Financial Statements and Exhibits.
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Exhibit No.
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Description
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3.2
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Amended and Restated Bylaws of Barnwell Industries, Inc.
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99.1
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Press release dated September 11, 2025
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104
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Cover Page Interactive Data File (embedded within the Inline XBRL document)
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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 11, 2025 |
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BARNWELL INDUSTRIES, INC.
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By:
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Name:
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Russell M. Gifford
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Title:
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Executive Vice President and Chief Financial Officer
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Exhibit Index
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Exhibit No.
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Description
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3.2
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Amended and Restated Bylaws of Barnwell Industries, Inc.
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99.1
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Press release dated September 11, 2025
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104
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Cover Page Interactive Data File (embedded within the Inline XBRL document)
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