BRN: Director Philip McPherson Granted 44,445 RSUs by Barnwell Board

Rhea-AI Filing Summary

Barnwell Industries, Inc. (BRN) reported a Form 4 showing that director Philip J. McPherson was granted 44,445 restricted stock units on 10/08/2025. The award is recorded as a non‑derivative acquisition and is held directly. The filing states the grant represents a restricted stock unit award made pursuant to a Board grant to a non‑employee director. The form was signed by an attorney‑in‑fact on 10/10/2025.

The transaction increases the reporting person’s beneficial ownership by 44,445 shares as of the grant date and does not disclose an exercise price since it is an equity award rather than an option. No other securities or derivative transactions are reported on this form.

Positive

• 44,445 restricted stock units granted to a director, aligning management and shareholder interests
• Transaction is a direct grant to a non‑employee director, indicating routine governance compensation

Negative

• None.

Insights

Corporate Governance Analyst

Director received a routine equity grant aligning incentives with shareholders.

Boards commonly grant restricted stock units to non‑employee directors to align long‑term interests; the filing shows a grant of 44,445 RSUs to a director on 10/08/2025. This is recorded as a direct beneficial ownership increase and appears administrative rather than an exit or sale.

The primary dependencies are grant vesting terms and any holding requirements not disclosed here; those determine when shares convert and potential selling pressure. Watch for subsequent filings that disclose vesting schedule or later sales within the next 12–36 months.

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

OMB Number:			3235-0287
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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^*

McPherson Philip James

(Last) (First) (Middle)

C/O BARNWELL INDUSTRIES, INC.

1100 ALAKEA STREET, SUITE 500

(Street)

HONOLULU HI 96813

(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)

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

3. Date of Earliest Transaction (Month/Day/Year)
10/08/2025

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

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

X	Form filed by One Reporting Person
	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	10/08/2025		A		44,445	A	(1)	44,445	D

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

Explanation of Responses:

1. Represents a restricted stock unit award to a non-employee director made pursuant to a grant by the Board of Directors of Barnwell Industries, Inc. on October 8, 2025.

	/s/ Alexander C. Kinzler Attorney-in-fact for Philip J. McPherson	10/10/2025
	** 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 4 (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.

FAQ

What did Barnwell Industries (BRN) report on Form 4?

The Form 4 reports a 44,445 restricted stock unit award to director Philip J. McPherson dated 10/08/2025 and filed on 10/10/2025.

Does the Form 4 show any sale of BRN shares by the director?

No. The filing records an acquisition (grant) of RSUs; it does not report any disposals or sales.

Is the award a stock option or restricted stock units?

The filing specifies a restricted stock unit award, not an option or other derivative.

How many BRN shares does the reporting person own after the grant?

The Form 4 states the reporting person beneficially owns 44,445 shares following the reported transaction.

Who signed the Form 4 for the reporting person?

The Form 4 is signed by Alexander C. Kinzler, attorney‑in‑fact for Philip J. McPherson, dated 10/10/2025.