Barnwell Industries (NYSE: BRN) director Sherwood discloses insider stock sales

Rhea-AI Filing Summary

Barnwell Industries director and 10% owner–affiliated entities reported open‑market sales of common stock. On 12/02/2025, MRMP‑Managers LLC sold 174,587.448 shares of Barnwell Industries common stock and the Ned L. Sherwood Revocable Trust sold 13,743 shares, with reported prices around $1.14–$1.15 per share based on the transaction table and notes. On 12/03/2025, MRMP‑Managers LLC sold an additional 131,910 shares at a price referenced as $1.10 per share.

After these transactions, MRMP‑Managers LLC is shown as beneficially owning 2,593,407.69 and then 2,461,497.69 shares on the respective dates, and the Ned L. Sherwood Revocable Trust is shown as beneficially owning 224,295 shares. The notes state that certain reported prices are weighted averages and clarify that Mr. Ned L. Sherwood, a director and 10% owner, disclaims beneficial ownership of these shares except to the extent of his pecuniary interest.

SEC Form 4

FORM 4

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

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

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

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

SHERWOOD NED L

(Last) (First) (Middle)

151 TERRAPIN POINT

(Street)

VERO BEACH FL 32963

(City) (State) (Zip)

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

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

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

3. Date of Earliest Transaction (Month/Day/Year)
12/02/2025

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

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 Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock, par value $0.50 per share	12/02/2025		S		174,587.448	D	$1.15(1)	2,593,407.69(4)	I	MRMP-Managers LLC
Common Stock, par value $0.50 per share	12/02/2025		S		13,743	D	$1.14(2)	224,295(5)	I	Ned L. Sherwood Revocable Trust
Common Stock, par value $0.50 per share	12/03/2025		S		131,910	D	$1.1(3)	2,461,497.69(4)	I	MRMP-Managers LLC

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

1. Name and Address of Reporting Person^*

SHERWOOD NED L

(Last) (First) (Middle)

151 TERRAPIN POINT

(Street)

VERO BEACH FL 32963

(City) (State) (Zip)

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^*

MRMP Managers LLC

(Last) (First) (Middle)

C/O SOUTH DAKOTA TRUST COMPANY

201 S. PHILLIPS AVENUE

(Street)

SIOUX FALLS SD 57104

(City) (State) (Zip)

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^*

Ned L. Sherwood Revocable Trust

(Last) (First) (Middle)

151 TERRAPIN POINT

(Street)

VERO BEACH FL 32963

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer

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

Explanation of Responses:

1. The price reported represents a weighted average price. These shares were sold for a price of $1.14 per share. The Reporting Persons undertake to provide to the Company, any security holder of the Company, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares purchased at each separate price.

2. The shares were sold for a price of $1.14 per share. The Reporting Persons undertake to provide to the Company, any security holder of the Company, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares purchased at each separate price.

3. The price reported represents a weighted average price. These shares were sold for a price of $1.10 per share. The Reporting Persons undertake to provide to the Company, any security holder of the Company, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares purchased at each separate price.

4. Shares are held by MRMP-Managers LLC, of which Mr. Sherwood is Chief Investment Officer. Mr. Sherwood disclaims beneficial ownership of such shares except to the extent of his pecuniary interest therein.

5. Shares are held by the Ned L. Sherwood Revocable Trust, of which Mr. Sherwood is the sole trustee and beneficiary. Mr. Sherwood disclaims beneficial ownership of such shares except to the extent of his pecuniary interest therein.

	/s/ Ned L. Sherwood	12/04/2025
	MRMP-MANAGERS LLC /s/ Ned L. Sherwood, Chief Investment Officer	12/04/2025
	NED L. SHERWOOD REVOCABLE TRUST /s/ Ned L. Sherwood, Trustee	12/04/2025
	** Signature of Reporting Person	Date
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FAQ

What insider transactions did Barnwell Industries (BRN) report in this Form 4?

The filing reports sales of Barnwell Industries common stock by entities associated with director and 10% owner Ned L. Sherwood. On 12/02/2025, MRMP‑Managers LLC sold 174,587.448 shares and the Ned L. Sherwood Revocable Trust sold 13,743 shares. On 12/03/2025, MRMP‑Managers LLC sold an additional 131,910 shares.

At what prices were the Barnwell Industries (BRN) shares sold in this insider filing?

The transaction table shows sales at reported prices of $1.15, $1.14, and $1.10 per share, with notes explaining that some figures represent weighted average prices and that the underlying shares were sold at prices around $1.14 and $1.10 per share.

How many Barnwell Industries (BRN) shares did MRMP-Managers LLC hold after the reported sales?

Following the 12/02/2025 transaction, MRMP‑Managers LLC is listed as beneficially owning 2,593,407.69 shares of Barnwell Industries common stock, and after the 12/03/2025 sale, as beneficially owning 2,461,497.69 shares.

How many Barnwell Industries (BRN) shares did the Ned L. Sherwood Revocable Trust hold after the sales?

After selling 13,743 shares of Barnwell Industries common stock on 12/02/2025, the Ned L. Sherwood Revocable Trust is shown as beneficially owning 224,295 shares.

What is Ned L. Sherwood’s relationship to Barnwell Industries (BRN) and these entities?

Ned L. Sherwood is identified as a director and 10% owner of Barnwell Industries. He is the Chief Investment Officer of MRMP‑Managers LLC and the sole trustee and beneficiary of the Ned L. Sherwood Revocable Trust, while disclaiming beneficial ownership of the entities’ shares except to the extent of his pecuniary interest.

Were any derivative securities reported for Barnwell Industries (BRN) in this Form 4?

The section for derivative securities such as options or warrants is present but shows no derivative transactions reported for this period.