Barnwell Inds SEC Filings

Barnwell Industries, Inc. appointed Sean Wallace as a strategic advisor to strengthen its mergers and acquisitions and broader corporate development efforts. Wallace has more than 30 years of senior financial and corporate leadership experience across public and private companies.

He previously served as Chief Financial Officer at AST SpaceMobile, Inc. and as Chief Financial Officer, Treasurer, and Vice President at Cogent Communications, and has held senior roles at Standard Chartered Bank and JPMorgan in the Asia Pacific region. In his advisory role, he will work with Barnwell’s leadership to evaluate and execute potential mergers, acquisitions, divestitures, and other initiatives that align with the company’s long-term objectives, particularly in areas such as space, telecommunications, emerging defense, rare earths, reshoring, and energy.

Barnwell Industries, Inc. has engaged an independent financial advisor to help evaluate strategic alternatives for its Canadian oil and gas business, including a possible sale of those assets. The company has begun soliciting and reviewing indications of interest from potential counterparties but has not decided to pursue or complete any transaction. There is no assurance that this process will lead to a deal, and the company plans no further public updates unless its board approves a specific transaction or determines that additional disclosure is appropriate or legally required.

Barnwell Industries, Inc. filed an 8-K to share a press release highlighting key operational results from its first quarter fiscal 2026, focusing on the reliability of its Canadian oil production during the winter operating season.

The company reports production from its Canadian properties of approximately 35,000 barrels of oil, 10,000 barrels of NGLs, and 250,000 thousand cubic feet of natural gas for the quarter, totaling 86,667 barrels of oil equivalent, or about 950 BOEs per day. Management notes minimal operational disruptions in Western Canada despite typical winter challenges and emphasizes the long-life, conventional nature of its Twining oil field assets in Alberta, a politically stable energy region near major North American markets.

Barnwell reiterates its focus on maximizing the value of its energy assets through disciplined operational oversight and capital allocation, directing investors to its recently filed Form 10-Q for additional financial and operational detail.

Barnwell Industries director-associated fund reported a small open-market share purchase. Palm Global Small Cap Master Fund LP, an entity linked to director Joshua Horowitz, bought 4,433 shares of Barnwell Industries common stock at $1.05 per share. After this indirect purchase, Palm Global Small Cap Master Fund LP held 319,709 shares. Separately, Horowitz was shown with direct ownership of 202,221 shares, which includes 77,878 unvested restricted stock units.

Barnwell Industries, Inc. is offering shares of its common stock in an at-the-market program under a Sales Agreement with Roth Capital Partners, permitting aggregate gross sales of up to $3,200,000 pursuant to this prospectus supplement, subject to the Form S-3 General Instruction I.B.6 offering limit.

The Sales Agreement permits sales from time to time through the Sales Agent as agent or principal; the Sales Agent will receive commissions of up to 2.5% of gross sales. The prospectus cites an example that, assuming sale of 3,168,317 shares at the February 20, 2026 closing price of $1.01, Barnwell would have up to 15,734,631 shares outstanding after the offering. Public float and the Form S-3 limitation govern how much may be sold without a further prospectus supplement.

Barnwell Industries, Inc. is offering shares of its common stock with an aggregate gross sales price of up to $3,200,000 through an at-the-market program. The shares will be sold from time to time via Roth Capital Partners, LLC as sales agent at prevailing market prices.

The at-the-market facility is established under a new Sales Agreement that permits total potential offerings of up to $50,000,000, subject to Form S-3 General Instruction I.B.6 limits and the company’s public float. Roth Capital Partners may earn a commission of up to 2.5% of gross proceeds, and neither party is obligated to complete any sales.

Barnwell Industries reported results for its first quarter ended December 31, 2025, showing revenue from continuing operations of $2,746,000 versus $3,934,000 a year earlier. The net loss from continuing operations was $1,426,000, or $0.13 per share, compared with a loss of $1,598,000, or $0.16 per share, in the prior-year quarter.

The company remains debt free with $1,826,000 of working capital, including $3,622,000 in cash and cash equivalents. The quarter’s loss was driven mainly by a $453,000 (39%) increase in general and administrative expenses tied to new Canadian staff ahead of the Hawaii office closure, higher non-cash stock compensation for the new Chief Financial Officer, and increased professional fees related to a prior proxy contest and consent solicitation. These pressures were partly offset by better oil and gas and land investment segment operating results and a $398,000 positive swing in foreign currency effects.

Barnwell surrendered its remaining rights in the Hawaiian Increment II real estate for $2,000,000 of total consideration, receiving $70,000 during the period, and affiliated entities agreed to sell their remaining Increment II interests for $2,109,000, subject to purchaser election and customary conditions. In November 2025 the company completed a private placement, issuing 2,221,141 common shares and warrants to purchase up to 1,029,104 additional shares for gross proceeds of $2,443,000.

Barnwell relocated its corporate headquarters from Honolulu, Hawai‘i to Houston, Texas, closed the Honolulu office, and announced the planned retirement of longtime General Counsel and Secretary Alexander C. Kinzler effective January 31, 2026. The Board has tasked Chief Financial Officer Philip Patman Jr. with leading an ongoing evaluation of strategic alternatives and value-creation opportunities across a broader set of industries, emphasizing capital discipline, cost reductions, and a focus on initiatives intended to drive long-term shareholder value.

Barnwell Industries reported a quarterly net loss from continuing operations attributable to the company of $1.426 million, or $0.13 per share, for the three months ended December 31, 2025. Total revenues were $2.746 million, down from $3.934 million a year earlier, mainly due to lower oil and natural gas production and prices after U.S. and certain Canadian asset sales.

Oil and natural gas revenues fell to $2.63 million, while the land investment segment contributed $70,000 from an initial payment on an agreement to surrender remaining Increment II rights in Hawaii. General and administrative expenses rose to $1.616 million, driven by higher personnel costs, share-based compensation, and professional fees related to shareholder disputes and corporate changes. Barnwell raised $2.408 million net in a November 2025 private placement of 2.22 million shares and warrants, ending the quarter with $3.622 million in cash and $21.467 million in total assets, and stockholders’ equity of $8.186 million.

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.