Radoff reports 10%+ stake in Barnwell Industries

Barnwell Industries received an initial ownership report from investor Bradley L. Radoff and the Radoff Family Foundation, who may be deemed part of a Section 13(d) group that collectively owns more than 10% of Barnwell’s common stock.

Accepted by SEC EDGAR 03/31/2026 - 07:36 PM EDT Learn about SEC filing dates

Rhea-AI Filing Summary

Barnwell Industries received an initial ownership report from investor Bradley L. Radoff and the Radoff Family Foundation, who may be deemed part of a Section 13(d) group that collectively owns more than 10% of Barnwell’s common stock. The filing lists 560,091 shares of common stock held directly and 560,090 shares held indirectly through the Radoff Family Foundation. It also discloses common warrants, both direct and indirect, each exercisable for 280,045 underlying shares of common stock at an exercise price of $1.65 per share, expiring on May 27, 2029. The reporting persons disclaim beneficial ownership beyond their pecuniary interest, indicating the form is primarily a snapshot of existing positions rather than a record of new trades.

Insider Trade Summary

Holdings reported, no transactions

Holdings

Insider Radoff Bradley Louis, Radoff Family Foundation

Role 10% Owner | Insider

Type	Security	Shares	Price	Value
Holding	Common Warrants	--	--	--
Holding	Common Warrants	--	--	--
Holding	Common Stock, $0.50 par value	--	--	--
Holding	Common Stock, $0.50 par value	--	--	--

Holdings: Common Warrants — 280,045 contracts (Direct); Common Warrants — 280,045 contracts (Indirect, By The Radoff Family Foundation); Common Stock, $0.50 par value — 560,091 shares (Direct); Common Stock, $0.50 par value — 560,090 shares (Indirect, By The Radoff Family Foundation)

Footnotes (2)

1. F1. This Form 3 is filed jointly by Bradley L. Radoff and The Radoff Family Foundation ("Radoff Foundation" and collectively, the "Reporting Persons"). Each of the Reporting Persons may be deemed to be a member of a Section 13(d) group that collectively beneficially owns more than 10% of the Issuer's outstanding shares of Common Stock, $0.50 par value. Each Reporting Person disclaims beneficial ownership of the securities of the Issuer reported herein except to the extent of his or its pecuniary interest therein, and this report shall not be deemed to be an admission that any Reporting Person is the beneficial owner of such securities for purposes of Section 16 or for any other purpose.
2. F2. Represents securities owned directly by Radoff Foundation. Mr. Radoff, as a director of Radoff Foundation, may be deemed the beneficial owner of the securities owned by Radoff Foundation.

Key Figures

Direct common stock holdings: 560,091 shares Indirect common stock holdings: 560,090 shares Direct warrant underlying shares: 280,045 shares +2 more

5 metrics

Direct common stock holdings 560,091 shares Common Stock, $0.50 par value, held directly by Bradley L. Radoff

Indirect common stock holdings 560,090 shares Common Stock, $0.50 par value, held indirectly by Radoff Family Foundation

Direct warrant underlying shares 280,045 shares Underlying shares for Common Warrants held directly, exercisable at $1.65

Indirect warrant underlying shares 280,045 shares Underlying shares for Common Warrants held by Radoff Family Foundation

Warrant exercise price $1.65 per share Exercise price for Common Warrants expiring May 27, 2029

Key Terms

Section 13(d) group, beneficial ownership, pecuniary interest, Common Warrants, +1 more

5 terms

Section 13(d) group regulatory

"may be deemed to be a member of a Section 13(d) group that collectively beneficially owns more than 10%"

beneficial ownership regulatory

"Each Reporting Person disclaims beneficial ownership of the securities of the Issuer reported herein except to the extent of his or its pecuniary interest"

Beneficial ownership means the person or entity that actually enjoys the benefits of owning shares or other assets — such as receiving dividends, voting rights, or price gains — even if the legal title is held in another name. For investors it matters because knowing who truly controls and profits from a company reveals who can influence decisions, exposes potential conflicts of interest or hidden concentration of power, and affects transparency and risk in the stock.

pecuniary interest financial

"except to the extent of his or its pecuniary interest therein"

Common Warrants financial

"security_title": "Common Warrants""

A common warrant is a tradable instrument that gives its holder the right to buy a company’s common shares at a fixed price within a set time period, similar to a coupon that can be redeemed later to purchase stock. Investors care because exercising warrants can boost potential gains if the stock rises, but it can also dilute existing shareholders by increasing the number of shares outstanding, which can lower per-share value.

indirect ownership financial

"nature_of_ownership": "By The Radoff Family Foundation""

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What does the Form 3 filing by Bradley Radoff mean for BRN?

The Form 3 shows Bradley L. Radoff and the Radoff Family Foundation as more-than-10% holders of Barnwell Industries. It records existing common stock and warrant positions, giving investors transparency into a significant shareholder’s holdings without indicating new buying or selling activity.

How many Barnwell Industries (BRN) shares does Bradley Radoff hold directly?

The filing lists direct ownership of 560,091 shares of Barnwell Industries common stock by Bradley L. Radoff. This figure represents his reported direct position as of the transaction date and is separate from additional shares held indirectly through the Radoff Family Foundation entity.

What indirect BRN holdings are reported through the Radoff Family Foundation?

The Radoff Family Foundation is shown holding 560,090 shares of Barnwell Industries common stock indirectly. Footnotes state Mr. Radoff, as a director of the foundation, may be deemed a beneficial owner of these shares, in addition to his separately reported direct holdings in the company.

What warrant positions related to BRN are disclosed in the Form 3?

The report lists common warrants, both direct and indirect, each linked to 280,045 underlying Barnwell Industries common shares. These warrants have an exercise price of $1.65 per share and expire on May 27, 2029, highlighting additional potential equity exposure beyond the reported common stock.

Do Bradley Radoff and the foundation admit full beneficial ownership of BRN shares?

The filing states each reporting person disclaims beneficial ownership of Barnwell Industries securities beyond their pecuniary interest. It also notes they may be deemed part of a Section 13(d) group that collectively owns more than 10% of outstanding common stock for regulatory reporting purposes.

Is the Radoff Form 3 for BRN a record of new transactions?

The Form 3 functions as an initial ownership snapshot, not a record of fresh trades. All entries are labeled as holdings, with no buy or sell codes, indicating the disclosure is about existing positions in Barnwell Industries shares and warrants at the time of filing.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0104
Estimated average burden
hours per response:			0.5

1. Name and Address of Reporting Person^*

Radoff Bradley Louis

(Last) (First) (Middle)

2727 KIRBY DRIVE

UNIT 29L

(Street)

HOUSTON TEXAS 77098

(City) (State) (Zip)

UNITED STATES

(Country)

2. Date of Event Requiring Statement (Month/Day/Year)
03/28/2026

3. Issuer Name and Ticker or Trading Symbol
BARNWELL INDUSTRIES INC [ BRN ]

3a. Foreign Trading Symbol

5. If Amendment, Date of Original Filed (Month/Day/Year)

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

6. Individual or Joint/Group Filing (Check Applicable Line)

	Form filed by One Reporting Person
X	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock, $0.50 par value(1)	560,091	D
Common Stock, $0.50 par value(1)	560,090	I	By The Radoff Family Foundation(2)

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Common Warrants(1)	05/27/2026	05/27/2029	Common Stock, $0.50 par value	280,045	$1.65	D
Common Warrants(1)	05/27/2026	05/27/2029	Common Stock, $0.50 par value	280,045	$1.65	I	By The Radoff Family Foundation(2)

1. Name and Address of Reporting Person^*

Radoff Bradley Louis

(Last) (First) (Middle)

2727 KIRBY DRIVE

UNIT 29L

(Street)

HOUSTON TEXAS 77098

(City) (State) (Zip)

UNITED STATES

(Country)

Relationship of Reporting Person(s) to Issuer

	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

Radoff Family Foundation

(Last) (First) (Middle)

2727 KIRBY DRIVE

UNIT 29L

(Street)

HOUSTON TEXAS 77098

(City) (State) (Zip)

UNITED STATES

(Country)

Relationship of Reporting Person(s) to Issuer

	Director		10% Owner
	Officer (give title below)	X	Other (specify below)
			See Footnote 1

Explanation of Responses:

1. This Form 3 is filed jointly by Bradley L. Radoff and The Radoff Family Foundation ("Radoff Foundation" and collectively, the "Reporting Persons"). Each of the Reporting Persons may be deemed to be a member of a Section 13(d) group that collectively beneficially owns more than 10% of the Issuer's outstanding shares of Common Stock, $0.50 par value. Each Reporting Person disclaims beneficial ownership of the securities of the Issuer reported herein except to the extent of his or its pecuniary interest therein, and this report shall not be deemed to be an admission that any Reporting Person is the beneficial owner of such securities for purposes of Section 16 or for any other purpose.

2. Represents securities owned directly by Radoff Foundation. Mr. Radoff, as a director of Radoff Foundation, may be deemed the beneficial owner of the securities owned by Radoff Foundation.

	/s/ Bradley L. Radoff	03/31/2026
	The Radoff Family Foundation, By: /s/ Bradley L. Radoff, Director	03/31/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.
* Form 3: SEC 1473 (03-26)