Barnwell Industries, Inc. filings document an operating oil and gas company with Canadian production interests and minority Hawaii land-development partnership interests. Periodic reports and related disclosures cover production from the Twining oil field in Alberta, commodity exposure, operating and financial results, land investment activity, and the completed sale of U.S. oil and natural gas working interests.
Current reports on Form 8-K record material events such as operational updates, partnership distributions, strategic and corporate-development appointments, and asset-base updates. The filing record also includes material definitive agreements and capital-structure disclosures, including at-the-market common stock arrangements, along with governance matters, shareholder voting topics, risk disclosures, and late-filing notices when applicable.
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.
Barnwell Industries adopted a new shareholder rights plan designed to deter hostile takeovers. The Board declared a dividend of one right for each outstanding common share, payable to holders of record as of February 13, 2026. Each right lets the holder buy one share of common stock at $7.00 if certain ownership thresholds are crossed.
The rights plan is triggered if a person or group acquires 20% or more of Barnwell’s common stock, with a tighter creep limit of more than 0.25% for existing 20% holders. Upon a trigger, other shareholders can buy stock at a discount equal to twice the then-current market price, heavily diluting the acquirer. The rights can be redeemed by the Board for $0.001 per right before a trigger and otherwise expire on July 29, 2026. The agreement also allows the Board to exchange rights for common shares or equivalent value, and includes standard anti-dilution adjustments.
Barnwell Industries, Inc. is registering 3,250,245 shares of common stock for resale by existing holders. This total includes 2,221,141 outstanding shares and 1,029,104 shares issuable upon exercise of common warrants issued in a November 2025 private placement.
The company will not sell any shares itself and will not receive proceeds from stockholder resales, but will receive cash only if warrants are exercised. As of January 5, 2026, 12,538,064 shares of common stock were issued and outstanding, providing context for potential dilution if the warrants are exercised.
Barnwell Industries, Inc. has filed a mixed shelf registration on Form S-3 covering up to $50,000,000 of common stock, warrants, rights and units, plus 3,250,245 existing shares of common stock for resale by selling stockholders. The primary shelf allows Barnwell to raise capital over time, with specific terms and prices to be set in future prospectus supplements. The resale portion registers 2,221,141 outstanding shares and 1,029,104 shares issuable on warrant exercise that were issued in a November 2025 private placement, and Barnwell will not receive proceeds from stockholder resales other than any cash paid to exercise warrants.
Barnwell operates two main segments: oil and natural gas assets in Alberta, Canada, and land investment interests in high-end real estate developments on the island of Hawaii. The company highlights risks tied to energy markets, Hawaii real estate conditions, regulatory changes and potential dilution from warrant exercises, and states that proceeds it may raise under the shelf or from warrant exercises are expected to be used for general corporate purposes, including working capital.
Barnwell Industries, Inc. reported a planned senior finance leadership transition. On December 30, 2025, longtime Executive Vice President, Chief Financial Officer, Treasurer, principal financial officer and principal accounting officer Russell M. Gifford announced he will retire effective December 31, 2025.
Philip F. Patman, Jr., currently Executive Vice President–Finance, will become the Company’s Chief Financial Officer, Treasurer and principal financial officer effective upon Mr. Gifford’s retirement. The update reflects a continuation of previously disclosed senior management transition plans and is focused on ensuring continuity in Barnwell’s financial leadership.
Barnwell Industries, Inc. reports its fiscal 2025 results, highlighting a streamlined portfolio focused on Canadian oil and natural gas and Hawaii land interests. The company sold its Water Resources drilling subsidiary in March 2025 and classified that business as discontinued operations, and in August 2025 sold its U.S. oil and gas interests in Oklahoma and Texas.
At September 30, 2025 Barnwell’s proved reserves totaled 1,380,000 Boe, consisting of 47% oil, 12% natural gas liquids and 41% natural gas, all in Canada and 66% operated. Net production for 2025 was 414,000 Boe, generating oil, NGL and gas revenues of $10,476,000, $1,588,000 and $1,499,000, respectively. The standardized measure of discounted future net cash flows from proved reserves was $6,670,000, while the undiscounted after‑tax future net cash flow was negative.
The Twining field in Alberta provided 86% of 2025 production and remains the core asset. Barnwell invested $939,000 in oil and gas properties, down from $4,805,000 in 2024, and drilled no wells in 2025. Management discloses going‑concern risks tied to commodity prices, funding needs and activist‑driven costs, and notes a 43% year‑over‑year decline in total proved reserves, driven mainly by asset sales and removal of a prior proved undeveloped location.