BARNWELL INDUSTRIES (BRN) SEC Filings, Apr-Aug 2026

Barnwell Industries, Inc. reported a continuing net loss attributable to stockholders of $440,000 for the quarter ended June 30, 2026, an improvement from a loss of $1,550,000 a year earlier. For the nine months, the net loss was $3,016,000 versus $4,674,000 in the prior-year period.

Quarterly revenues were $3,379,000, slightly higher than $3,192,000 a year ago, while nine‑month revenues declined to $8,660,000 from $10,695,000, mainly due to prior asset sales and natural production declines. Oil and natural gas operations benefitted from lower depletion, operating costs and no current‑period impairments, plus higher equity income of $714,000 from Hawaiian real‑estate affiliates.

Operating cash flow from continuing operations for the nine months was $(3,099,000), compared with $(1,163,000)$ a year earlier, but cash was bolstered by equity issuances, lifting cash and equivalents to $4,467,000 at June 30, 2026. Total stockholders’ equity increased to $8,873,000, and the company reported no debt. Barnwell is in the process of exiting its remaining Hawaii real estate interests under a $1,770,000 purchase and sale agreement, subject to closing conditions.

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 reported a smaller quarterly loss but continued operating headwinds. For the three months ended March 31, 2026, revenue from continuing operations was $2.5M, down from $3.6M a year earlier, driven by lower oil and natural gas volumes and prices after asset sales in the U.S. and Canada.

Net loss from continuing operations attributable to Barnwell was $1.15M, improving from $1.54M, helped by $641k lower general and administrative costs and $338k equity income from Hawaiian land partnerships. Six‑month operating cash flow was a $2.4M outflow, partly offset by equity raises.

Barnwell ended March 31, 2026 with $4.0M in cash and $8.2M in total equity. It completed a $2.4M private placement with warrants and issued 926,403 shares under an at‑the‑market program for gross proceeds of $1.1M, while preparing the statements on a going concern basis.

Barnwell Industries is asking stockholders to vote at its 2026 annual meeting on a slate of governance and compensation items. Investors will elect six directors, approve amendments to the 2018 Equity Incentive Plan, and ratify certain past equity awards that exceeded individual plan limits.

Stockholders will also cast advisory votes on executive pay and how often to hold future say-on-pay votes, and decide whether to ratify Weaver and Tidwell, L.L.P. as auditor. The proxy details director and executive backgrounds, pay practices, equity awards, ownership of major holders, and a pay-versus-performance table showing rising net losses and declining total shareholder return.

Barnwell Industries, Inc. submitted a Form 12b-25 notifying the SEC that it cannot timely file its Quarterly Report on Form 10-Q for the period ended March 31, 2026. The company states it expects to file the Quarterly Report within the five-calendar-day extension provided by Rule 12b-25.

The notice is signed by Philip F. Patman, Jr., Chief Financial Officer and Treasurer, and dated May 15, 2026. The narrative cites completion of matters necessary to permit filing as the gating issue and includes standard forward-looking statement language.

JCP Investment Management and affiliates filed a Schedule 13D disclosing a 5.1% beneficial stake in Barnwell Industries common stock. They report beneficial ownership of 724,547 shares, compared with 14,233,259 shares outstanding as of April 9, 2026.

The group acquired 380,788 shares through JCP Investment Partnership and 343,759 shares in managed accounts. Purchases used working capital, including possible margin loans. JCP states it bought the stock believing it was undervalued and may seek to influence capital allocation, ownership structure, potential sale options, and Board composition through ongoing engagement with management and other shareholders.

Bradley L. Radoff and the Radoff Family Foundation updated their ownership disclosure in Barnwell Industries, Inc. through Amendment No. 2 to a Schedule 13D. The amendment was triggered solely by a change in the number of Barnwell’s outstanding common shares.

Based on 14,233,259 shares outstanding as of April 9, 2026, the Radoff Family Foundation beneficially owns 840,135 shares, or about 5.8%. Bradley L. Radoff directly beneficially owns 840,136 shares, also about 5.8%. Including shares held through the foundation, he is deemed to beneficially own 1,680,271 shares, or 11.4% of the company. The filing states there have been no transactions in Barnwell securities by these reporting persons since the prior amendment and notes that each reporting person disclaims beneficial ownership of shares not directly owned.