Every 8-K that Barnwell Industries, Inc. (BRN) has filed with the SEC in the last 24 months is listed below, newest first, and each one links through to the document itself with the summary and the scores our analysis gives it.
A 8-K covers material events a company has to report between its quarterly reports, so if you follow BRN and want that one kind of document rather than the whole filing history, this is the page to keep. The company's other filings, of every form, are on the full BRN filings page.
BARNWELL INDUSTRIES, INC. (BRN) completed the sale of its remaining Hawaii development interests on September 15, 2026, for a gross purchase price of $1,770,000 in cash. After minority interests and transaction allocations, Barnwell estimates net consideration of about $1.54 million, plus roughly $0.14 million of pre-closing partnership distributions, for total cash receipts of approximately $1.7 million.
The sale included Barnwell’s 34.45% limited partner interest in KKM Makai, LLLP, its 75% general partner interest in KD Kona 2013 LLLP, and Ka‘upulehu Developments’ remaining project rights at Ka‘upulehu on the Island of Hawaii. Barnwell states this closing effectively completes its exit from remaining Hawaii real-estate-related interests, with only minimal winding-up activities expected.
The buyer, David Johnston, is the son of Terry Johnston, a partner in Ka‘upulehu Developments. The agreement provides that the buyer will indemnify Barnwell and its affiliates against any commission claim by Terry Johnston and will indemnify them for liabilities related to the transferred partnership interests and project rights. The assets were sold on an “AS-IS” basis with limited, time-limited seller representations and liability caps.
Barnwell Industries, Inc. reported improved third-quarter results for the period ended June 30, 2026, with revenue of $3,379,000 and a consolidated net loss of $403,000, compared with revenue of $2,535,000 and a net loss of $1,116,000 in the prior quarter. Net loss attributable to shareholders narrowed to $440,000, or $0.03 per share, versus $1,150,000, or $0.09 per share. Production increased to 82,000 BOE from 75,000 BOE, and the company remained debt free with $4,467,000 in cash and cash equivalents and $3,070,000 of working capital.
Cost initiatives reduced salaries, wages and bonuses by 12%, and cash general and administrative expenses declined to $1,280,000. Adjusted EBITDA improved to a positive $425,000 from negative $369,000. Barnwell is exiting its Hawai‘i real estate development activities through an agreement to sell remaining interests for approximately $1,550,000 in cash plus an expected $770,000 pre-closing distribution, and continues to evaluate strategic alternatives for its Canadian oil and gas business and broader transformative M&A opportunities.
Barnwell Industries, Inc., through subsidiaries Barnwell Hawaiian Properties and Ka’upulehu Developments, entered into a definitive Purchase and Sale Agreement to sell its remaining Hawaii development interests and related project rights to David Johnston for a cash purchase price of $1,770,000, payable at closing.
The price is allocated $770,000 to partnership interests and $1,000,000 to project and termination rights, with estimated net consideration to Barnwell of approximately $1.5 million, plus about $0.1 million from a $500,000 pre-closing distribution. Closing is to occur on or before September 15, 2026, subject to customary conditions, including no material adverse change and completion of the partnership distribution.
The assets are sold on an "AS-IS" basis with capped, time-limited seller representations and indemnities, while the Buyer provides broad indemnification for liabilities related to the interests and rights sold. Barnwell expects this transaction to complete its exit from known remaining Hawaii real-estate-related interests, followed by winding up certain subsidiaries.
Barnwell Industries, Inc. reported the results of its 2026 annual meeting of stockholders. Six directors were elected to serve until the 2027 annual meeting. A strong quorum was present, with 12,418,444 shares (86.6%) represented out of 14,338,575 shares entitled to vote as of May 4, 2026.
Stockholders approved amendments to the 2018 Equity Incentive Plan, increasing the shares available for issuance from 1,600,000 to 3,080,000 and raising individual annual share limits. They also ratified certain past equity awards that exceeded prior individual limits and approved, on an advisory basis, the compensation of named executive officers.
Stockholders supported holding future advisory “say on pay” votes every year, and the company plans to follow an annual frequency until the next required frequency vote, currently expected at the 2032 annual meeting. The selection of Weaver & Tidwell, L.L.P. as independent registered public accounting firm for the fiscal year ending September 30, 2026 was also ratified.
Barnwell Industries, Inc. reported a smaller loss for the second quarter ended March 31, 2026 while continuing to cut costs and strengthen its balance sheet. Revenue was $2,535,000 and net loss attributable to shareholders was $1,150,000, or $0.09 per share, compared with a net loss of $1,426,000, or $0.13 per share, in the prior quarter.
The company remained debt free, ending the quarter with $4,016,000 in cash and cash equivalents and working capital of $2,152,000. General and administrative expenses fell to $1,521,000, and cash general and administrative expenses, a non-GAAP measure, declined to $1,392,000 from $1,519,000. Oil and natural gas operating results improved to a positive $87,000 due to lower operating and depletion expenses.
Barnwell completed its headquarters move from Honolulu to Houston and is evaluating strategic alternatives for its Canadian oil and gas business, including a potential sale. Through an at-the-market equity program and a prior private placement, the company raised gross proceeds of $4,740,000, supporting its debt-free position and strategic review.
Barnwell Industries, Inc. reported receiving a cash distribution of approximately $290,000 from its minority interests in the Kukio Resort land development partnerships in Hawaii, including KD Kona and KKM Makai. Management emphasized that these real estate investments provide episodic cash flows that complement the company’s core energy operations.
The company reiterated that it is evaluating opportunities to maximize the value of its diverse asset base, including its Hawaiian real estate interests and Canadian energy assets, through a process to solicit and assess indications of interest from potential counterparties. Barnwell highlighted its focus on disciplined capital allocation and maximizing shareholder value.
Barnwell Industries is emphasizing the value of its Canadian oil production and updating investors on a strategic review of those assets. The company produces about 950 barrels of oil equivalent per day from the Twining oil field in Alberta, describing these as long-life, conventional reserves in a stable jurisdiction. Management says higher global oil prices give this production base greater revenue potential and “meaningful leverage” to rising prices. Barnwell is actively evaluating strategic alternatives for its Canadian oil and gas assets, including a possible sale, and has begun soliciting and evaluating indications of interest from potential counterparties, with the aim of confirming and potentially realizing fair value.
Barnwell Industries, Inc. appointed Sean Wallace as a strategic advisor to strengthen its mergers and acquisitions and broader corporate development efforts. Wallace has more than 30 years of senior financial and corporate leadership experience across public and private companies.
He previously served as Chief Financial Officer at AST SpaceMobile, Inc. and as Chief Financial Officer, Treasurer, and Vice President at Cogent Communications, and has held senior roles at Standard Chartered Bank and JPMorgan in the Asia Pacific region. In his advisory role, he will work with Barnwell’s leadership to evaluate and execute potential mergers, acquisitions, divestitures, and other initiatives that align with the company’s long-term objectives, particularly in areas such as space, telecommunications, emerging defense, rare earths, reshoring, and energy.
Barnwell Industries, Inc. has engaged an independent financial advisor to help evaluate strategic alternatives for its Canadian oil and gas business, including a possible sale of those assets. The company has begun soliciting and reviewing indications of interest from potential counterparties but has not decided to pursue or complete any transaction. There is no assurance that this process will lead to a deal, and the company plans no further public updates unless its board approves a specific transaction or determines that additional disclosure is appropriate or legally required.
Barnwell Industries, Inc. filed an 8-K to share a press release highlighting key operational results from its first quarter fiscal 2026, focusing on the reliability of its Canadian oil production during the winter operating season.
The company reports production from its Canadian properties of approximately 35,000 barrels of oil, 10,000 barrels of NGLs, and 250,000 thousand cubic feet of natural gas for the quarter, totaling 86,667 barrels of oil equivalent, or about 950 BOEs per day. Management notes minimal operational disruptions in Western Canada despite typical winter challenges and emphasizes the long-life, conventional nature of its Twining oil field assets in Alberta, a politically stable energy region near major North American markets.
Barnwell reiterates its focus on maximizing the value of its energy assets through disciplined operational oversight and capital allocation, directing investors to its recently filed Form 10-Q for additional financial and operational detail.
Barnwell Industries, Inc. is offering shares of its common stock with an aggregate gross sales price of up to $3,200,000 through an at-the-market program. The shares will be sold from time to time via Roth Capital Partners, LLC as sales agent at prevailing market prices.
The at-the-market facility is established under a new Sales Agreement that permits total potential offerings of up to $50,000,000, subject to Form S-3 General Instruction I.B.6 limits and the company’s public float. Roth Capital Partners may earn a commission of up to 2.5% of gross proceeds, and neither party is obligated to complete any sales.
Barnwell Industries reported results for its first quarter ended December 31, 2025, showing revenue from continuing operations of $2,746,000 versus $3,934,000 a year earlier. The net loss from continuing operations was $1,426,000, or $0.13 per share, compared with a loss of $1,598,000, or $0.16 per share, in the prior-year quarter.
The company remains debt free with $1,826,000 of working capital, including $3,622,000 in cash and cash equivalents. The quarter’s loss was driven mainly by a $453,000 (39%) increase in general and administrative expenses tied to new Canadian staff ahead of the Hawaii office closure, higher non-cash stock compensation for the new Chief Financial Officer, and increased professional fees related to a prior proxy contest and consent solicitation. These pressures were partly offset by better oil and gas and land investment segment operating results and a $398,000 positive swing in foreign currency effects.
Barnwell surrendered its remaining rights in the Hawaiian Increment II real estate for $2,000,000 of total consideration, receiving $70,000 during the period, and affiliated entities agreed to sell their remaining Increment II interests for $2,109,000, subject to purchaser election and customary conditions. In November 2025 the company completed a private placement, issuing 2,221,141 common shares and warrants to purchase up to 1,029,104 additional shares for gross proceeds of $2,443,000.
Barnwell relocated its corporate headquarters from Honolulu, Hawai‘i to Houston, Texas, closed the Honolulu office, and announced the planned retirement of longtime General Counsel and Secretary Alexander C. Kinzler effective January 31, 2026. The Board has tasked Chief Financial Officer Philip Patman Jr. with leading an ongoing evaluation of strategic alternatives and value-creation opportunities across a broader set of industries, emphasizing capital discipline, cost reductions, and a focus on initiatives intended to drive long-term shareholder value.
Barnwell Industries adopted a new shareholder rights plan designed to deter hostile takeovers. The Board declared a dividend of one right for each outstanding common share, payable to holders of record as of February 13, 2026. Each right lets the holder buy one share of common stock at $7.00 if certain ownership thresholds are crossed.
The rights plan is triggered if a person or group acquires 20% or more of Barnwell’s common stock, with a tighter creep limit of more than 0.25% for existing 20% holders. Upon a trigger, other shareholders can buy stock at a discount equal to twice the then-current market price, heavily diluting the acquirer. The rights can be redeemed by the Board for $0.001 per right before a trigger and otherwise expire on July 29, 2026. The agreement also allows the Board to exchange rights for common shares or equivalent value, and includes standard anti-dilution adjustments.
Barnwell Industries, Inc. reported a planned senior finance leadership transition. On December 30, 2025, longtime Executive Vice President, Chief Financial Officer, Treasurer, principal financial officer and principal accounting officer Russell M. Gifford announced he will retire effective December 31, 2025.
Philip F. Patman, Jr., currently Executive Vice President–Finance, will become the Company’s Chief Financial Officer, Treasurer and principal financial officer effective upon Mr. Gifford’s retirement. The update reflects a continuation of previously disclosed senior management transition plans and is focused on ensuring continuity in Barnwell’s financial leadership.
Barnwell Industries, Inc. filed a current report to disclose that it has released its financial results for the fiscal year ended September 30, 2025. The company stated that these full-year results were announced in a press release dated December 19, 2025.
The press release containing the detailed annual financial information is included as Exhibit 99.1 to this report, allowing investors to review the company’s performance and other related commentary for the fiscal year.
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.
Barnwell Industries, Inc. reported that its Board of Directors increased its size from five to six members and appointed Joshua E. Schechter to the Board in connection with a previously disclosed private placement offering. His appointment became effective upon the closing of that offering on November 28, 2025, under a right granted to investor Bradley L. Radoff in the related securities purchase agreement to designate a director. Mr. Schechter will serve until the next annual meeting of stockholders and until a successor is elected and qualified, unless he resigns or is removed earlier.
Mr. Schechter currently serves as a director and chairman of the board of Pursuit Attractions and Hospitality, Inc. and Lifecore Biomedical, Inc., and he previously served on the board and Audit Committee of Bed Bath & Beyond Inc. He has no family relationships with Barnwell’s directors or executive officers, and aside from the appointment right granted to Mr. Radoff, there are no other arrangements or related-party transactions requiring disclosure in connection with his appointment.
Barnwell Industries, Inc. announced a private placement with certain investors, including some directors, to sell 2,221,141 shares of common stock at $1.10 per share and issue warrants to purchase up to 1,029,104 additional shares. The gross proceeds to the company are expected to be about $2,443,255, with closing targeted on or about November 28, 2025, subject to customary conditions.
The warrants carry a $1.65 exercise price, become exercisable 180 days after closing, and remain exercisable for three years. Under certain price conditions, the company may require warrant exercises. One purchaser, Bradley L. Radoff, has the right to appoint a director, and his nominee, Joshua Schecter, is expected to join the board. Barnwell also agreed to register the resale of the shares and warrant shares within set deadlines and will bear related registration expenses.
Barnwell Industries (BRN) appointed Philip F. Patman, Jr. as Executive Vice President – Finance and announced the planned retirement of long‑serving CFO Russell Gifford by year‑end 2025. The Board expanded from four to five seats and appointed Mr. Patman as a director until the next annual meeting.
Compensation includes a stock award of 83,207 shares, an RSU award for 83,208 shares, and a stock option for 185,000 shares at an exercise price of $1.21 per share, each vesting 34% on October 27, 2026, then 33% on October 27, 2027 and 33% on October 27, 2028. The option has a ten‑year term. His initial annual base salary is $315,000, with eligibility for cash and RSU bonuses and long‑term equity awards.
From January 1, 2026, severance protections provide an Additional Payment equal to 50% (Regular) or 100% (CIC) of specified compensation items, plus continuation of health premium reimbursements (six or twelve monthly payments). Upon a CIC Severance Payment Event, unvested equity and earned RSU bonuses would vest in full. No family relationships or related‑party transactions were disclosed.
Barnwell Industries, Inc. reported the results of its 2025 Annual Meeting of Stockholders held on September 19, 2025. Stockholders elected four directors—Kenneth S. Grossman, Joshua S. Horowitz, Craig D. Hopkins, and Philip J. McPherson—to serve until the next annual meeting and until their successors are elected and qualified. Support was strongest for Hopkins and McPherson, each receiving about 3.43 million votes in favor, with 156 thousand votes withheld and 646 thousand broker non-votes.
Stockholders also voted to ratify the appointment of Weaver and Tidwell, L.L.P. as Barnwell’s independent registered public accounting firm for the fiscal year ending September 30, 2025. The ratification received 4,149,548 votes for, 23,624 against, and 58,935 abstentions, indicating broad stockholder approval of the company’s choice of auditor.
Barnwell Industries, Inc. has temporarily amended its bylaws to ensure its 2025 annual stockholder meeting can go forward. On September 10, 2025, the Board approved a one-time change reducing the quorum required to conduct business at the 2025 annual meeting (and any adjournment or postponement) to 33 1/3% of the company’s voting power, present in person or by proxy.
The Board adopted this lower quorum after at least one stockholder that had indicated plans to submit proxies did not do so. The company states that the change is intended to allow the annual meeting to proceed and to avoid disenfranchising stockholders who have already expressed their views through voting. The full Amended and Restated Bylaws are filed as an exhibit to this report.