Barnwell delays Q1 10-Q filing due to staff shifts

Barnwell Industries, Inc. filed a late-filing notice stating it cannot submit its Quarterly Report on Form 10-Q for the quarter ended December 31, 2025 within the normal deadline without unreasonable effort or expense.

Rhea-AI Filing Summary

Barnwell Industries, Inc. filed a late-filing notice stating it cannot submit its Quarterly Report on Form 10-Q for the quarter ended December 31, 2025 within the normal deadline without unreasonable effort or expense. The delay stems from recent changes in internal accounting personnel, including unanticipated resignations and employee health issues, which temporarily disrupted its quarter-end closing and review process. The company says it needs more time to complete management’s review of the financial statements and disclosures to ensure accuracy and completeness, and currently expects to file the 10-Q within the five-calendar day extension allowed under SEC Rule 12b-25.

Insights

Equity analyst

Barnwell cites staffing disruptions for a brief 10-Q filing delay.

Barnwell Industries reports that its Form 10-Q for the quarter ended December 31, 2025 will be late due to turnover and health issues among internal accounting staff. The disruption affected elements of the quarter-end close and review process.

The company states it needs extra time to complete management review of financial statements and disclosures for accuracy and completeness. It currently expects to file the report within the five-day extension period permitted by Rule 12b-25, implying a relatively short delay if plans hold.

The notice includes standard forward-looking statement cautions, noting that completion of remaining work could differ from expectations. Subsequent quarterly report filings will show whether the delay was a one-off result of transitions in accounting personnel or part of a broader control or staffing challenge.

FAQ

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

Why did Barnwell Industries (BRN) file a late notice for its December 31, 2025 10-Q?

Barnwell filed the late notice because recent changes in internal accounting personnel, including unanticipated resignations and employee health issues, disrupted its quarter-end close and review process. Management needs more time to complete and review financial statements and disclosures for accuracy and completeness.

How long does Barnwell Industries (BRN) expect its Form 10-Q filing to be delayed?

Barnwell currently expects to file its Quarterly Report on Form 10-Q within the five-calendar day extension allowed under SEC Rule 12b-25. The company characterizes the delay as temporary while it completes management’s review of the financial statements and related disclosures.

What period does the delayed Barnwell Industries (BRN) Form 10-Q cover?

The delayed Form 10-Q from Barnwell Industries covers the fiscal quarter ended December 31, 2025. The company states that work on the associated financial statements and disclosures was affected by staffing transitions in its internal accounting function during the quarter-end close.

Does Barnwell Industries (BRN) give a specific reason for its quarter-end close disruption?

Barnwell explains that unanticipated resignations and employee health issues among internal accounting personnel caused the disruption. These changes led to a temporary impact on aspects of its quarter-end close and review process for the quarter ended December 31, 2025.

Are there forward-looking risks mentioned in Barnwell Industries’ (BRN) NT 10-Q?

Yes. Barnwell notes that statements about the expected filing date are forward-looking and subject to risks and uncertainties. It highlights that completion of matters needed for filing could differ, and actual results may vary materially from these expectations.

Does Barnwell Industries (BRN) indicate any change in financial results in the late filing notice?

The notice focuses on the timing of the Form 10-Q and the reasons for delay, not on financial results. It does not provide narrative or quantitative information about expected quarterly performance in this filing excerpt.

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

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Accepted by SEC EDGAR 02/17/2026 - 04:30 PM Learn about SEC filing dates

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 12b-25

NOTIFICATION OF LATE FILING

SEC FILE NUMBER

1-5103

CUSIP NUMBER

068221100

(Check one):	☐ Form 10-K	☐ Form 20-F	☐ Form 11-K
	☒ Form 10-Q	☐ Form 10-D	☐ Form N-CEN	☐ Form N-CSR

For Period Ended: December 31, 2025

	☐	Transition Report on Form 10-K
	☐	Transition Report on Form 20-F
	☐	Transition Report on Form 11-K
	☐	Transition Report on Form 10-Q

☐ For the Transition Period Ended:

Nothing in this form shall be construed to imply that the Commission has verified any information contained herein.

If the notification relates to a portion of the filing checked above, identify the Item(s) to which the notification relates:

PART I — REGISTRANT INFORMATION

BARNWELL INDUSTRIES, INC.

Full Name of Registrant

N/A

Former Name if Applicable

24 Greenway Plaza, Suite 1800Q

Address of Principal Executive Office (Street and Number)

Houston, Texas 77046

City, State and Zip Code

PART II — RULES 12b-25(b) AND (c)

If the subject report could not be filed without unreasonable effort or expense and the registrant seeks relief pursuant to Rule 12b-25(b), the following should be completed. (Check box if appropriate)

		(a)  The reason described in reasonable detail in Part III of this Form could not be eliminated without unreasonable effort or expense;
☒		(b)  The subject annual report, semi-annual report, transition report on Form 10-K, Form 20-F, Form 11-K, Form N-CEN or Form N-CSR, or portion thereof, will be filed on or before the fifteenth calendar day following the prescribed due date; or the subject quarterly report or transition report on Form 10-Q or subject distribution report on Form 10-D, or portion thereof, will be filed on or before the fifth calendar day following the prescribed due date; and
		(c) The accountant’s statement or other exhibit required by Rule 12b-25(c) has been attached if applicable.

PART III — NARRATIVE

State below in reasonable detail why Forms 10-K, 20-F, 11-K, 10-Q, 10-D, N-CEN, N-CSR, or the transition report or portion thereof, could not be filed within the prescribed time period.

Barnwell Industries, Inc. (the “Company”) has determined that it will be unable to file its Quarterly Report on Form 10-Q for the quarter ended December 31, 2025 (the “Quarterly Report”), within the prescribed time period without unreasonable effort or expense.

During the preparation of its financial statements for its fiscal quarter ended December 31, 2025, the Company experienced recent changes in its internal accounting personnel and related transitions of responsibilities due to unanticipated resignations and employee health issues, which temporarily disrupted aspects of the quarter-end close and review process. As a result, additional time is required to complete management’s review of the financial statements and related disclosures to ensure their accuracy and completeness.

The Company currently expects to file its Quarterly Report within the five-calendar day extension provided by Rule 12b-25.

Forward-Looking Statements

This Form 12b-25 includes “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended that involve risks and uncertainties, including statements regarding the Company’s expected date of filing the Quarterly Report. Forward-looking statements are based on current expectations but are subject to risks and uncertainties that could cause actual results to differ materially from those indicated, including but not limited to risks and uncertainties related to the completion of matters necessary to permit the filing of the Quarterly Report. There can be no assurance that these forward-looking statements will be achieved, and actual results could differ materially from those suggested by such forward-looking statements.

PART IV — OTHER INFORMATION

(1) Name and telephone number of person to contact in regard to this notification

Philip F. Patman, Jr.		(713)		730-7026
(Name)		(Area Code)		(Telephone Number)

(2) Have all other periodic reports required under Section 13 or 15(d) of the Securities Exchange Act of 1934 or Section 30 of the Investment Company Act of 1940 during the preceding 12 months or for such shorter period that the registrant was required to file such report(s) been filed? If answer is no, identify report(s). ☒ Yes ☐ No

(3) Is it anticipated that any significant change in results of operations from the corresponding period for the last fiscal year will be reflected by the earnings statements to be included in the subject report or portion thereof?

☐ Yes ☒ No

If so, attach an explanation of the anticipated change, both narratively and quantitatively, and, if appropriate, state the reasons why a reasonable estimate of the results cannot be made.

BARNWELL INDUSTRIES, INC.

(Name of Registrant as Specified in Charter)

has caused this notification to be signed on its behalf by the undersigned hereunto duly authorized.

Date	February 17, 2026		By:	/s/ Philip F. Patman, Jr.
				Name:	Philip F. Patman, Jr.
				Title:	Executive Vice President,
					Chief Financial Officer and Treasurer

ATTENTION

Intentional misstatements or omissions of fact constitute Federal Criminal Violations (See 18 U.S.C. 1001).