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. (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.
Barnwell Industries, Inc. (BRN) filed an Initial Statement of Beneficial Ownership (Form 3) reporting that Philip J. McPherson was appointed to the company's board of directors effective 09/19/2025. The filing states the Form 3 was signed on 10/01/2025 by an attorney-in-fact and explicitly notes that no securities are beneficially owned by the reporting person at the time of filing. This is a routine Section 16 disclosure showing a director appointment without any immediate equity holdings.
Kenneth S. Grossman, a director of Barnwell Industries, Inc. (BRN), was granted 65,000 shares of common stock on 09/29/2025. After the award, he beneficially owned 167,595 shares. The Form 4 indicates the award is a non-employee director grant approved by the board and reported by an attorney-in-fact signing on behalf of Mr. Grossman on 10/01/2025. The filing is a single-person Form 4 and does not disclose cash consideration or an exercise price because it records a direct stock award rather than a derivative transaction.
Barnwell Industries, Inc. reported the results of its 2025 Annual Meeting of Stockholders held on September 19, 2025. Stockholders elected four directors—Kenneth S. Grossman, Joshua S. Horowitz, Craig D. Hopkins, and Philip J. McPherson—to serve until the next annual meeting and until their successors are elected and qualified. Support was strongest for Hopkins and McPherson, each receiving about 3.43 million votes in favor, with 156 thousand votes withheld and 646 thousand broker non-votes.
Stockholders also voted to ratify the appointment of Weaver and Tidwell, L.L.P. as Barnwell’s independent registered public accounting firm for the fiscal year ending September 30, 2025. The ratification received 4,149,548 votes for, 23,624 against, and 58,935 abstentions, indicating broad stockholder approval of the company’s choice of auditor.
Barnwell Industries, Inc. has temporarily amended its bylaws to ensure its 2025 annual stockholder meeting can go forward. On September 10, 2025, the Board approved a one-time change reducing the quorum required to conduct business at the 2025 annual meeting (and any adjournment or postponement) to 33 1/3% of the company’s voting power, present in person or by proxy.
The Board adopted this lower quorum after at least one stockholder that had indicated plans to submit proxies did not do so. The company states that the change is intended to allow the annual meeting to proceed and to avoid disenfranchising stockholders who have already expressed their views through voting. The full Amended and Restated Bylaws are filed as an exhibit to this report.
Barnwell Industries, Inc. Employees' Pension Plan Trust filed Amendment No. 1 to a Schedule 13D reporting ownership of 629,525 shares of Barnwell common stock, representing 6.2% of the 10,073,534 shares outstanding as of August 11, 2025. The filing restates the issuer's principal office and clarifies that other terms of the original Schedule 13D remain unchanged.
The trust disclosed a sequence of open-market purchases between July 14, 2025 and September 10, 2025 totaling the shares reported, with prices per share ranging from $1.12 to $1.24. The filing includes a standard disclaimer that the reporting person disclaims beneficial ownership except to the extent of any pecuniary interest.
A 30% shareholder alleges that Barnwell Industries' board has spent nearly all of the company's roughly $2 million cash over six months to resist the shareholder's efforts to nominate directors, accelerating cash losses and destroying shareholder value. The filing accuses the board of selling a Texas investment at an approximately $3 million loss to raise cash, amending promissory notes tied to a water-sale payment and delaying collections, and pursuing defensive measures—including a second poison pill and legal challenges—that the shareholder says entrench management rather than protect the business.
The shareholder states willingness to discuss settlements and potential financings but says the board refused constructive solutions and blocked qualified director candidates, while the company has publicly noted it is "investigating potential sources of funding, including debt financing, issuance of stock." The filing also alleges the company’s pension plan purchased about 520,000 shares of BRN stock.
Barnwell Industries (BRN) reported a continued operating loss driven by lower oil and natural gas revenues and increased corporate costs. For the three months ended June 30, 2025 the company recorded a net loss from continuing operations of $1.553 million and a basic loss per share of $0.15; for the nine months the loss from continuing operations was $4.691 million (basic loss per share $0.47).
Cash and cash equivalents of continuing operations declined to $1.154 million from $4.285 million at September 30, 2024, and total assets fell to $23.757 million. The company recorded non-cash ceiling test impairments of $200,000 for the quarter and $865,000 year-to-date. Management states there is substantial doubt about Barnwell’s ability to continue as a going concern for one year absent additional funding. Subsequent to period end Barnwell agreed to sell its U.S. oil and natural gas working interests for $2.3 million, estimating a loss on sale of approximately $700,000 in Q4. The company also completed the sale of its contract drilling subsidiary (Water Resources) in March 2025 for $1.05 million consideration (promissory note balance $450,000 at June 30, 2025) and recorded an estimated insurance recovery receivable of $348,000.
Barnwell Industries (BRN) has re-issued its definitive proxy after multiple adjournments of the 2025 Annual Meeting caused by activist Sherwood Group’s refusal to submit solicited proxies. The meeting is now set for 9:00 a.m. HST on 10-Sep-2025 in Honolulu; the new record date is 21-Jul-2025. Holders who voted earlier on the Company’s WHITE card need take no action unless they wish to change their vote.
The Board cut its size to four and urges shareholders to vote FOR its nominees—Kenneth Grossman, Craig Hopkins (current CEO), Joshua Horowitz and Philip McPherson—and FOR ratifying Weaver and Tidwell, L.L.P. as auditor. A Delaware Chancery Court ruling on 21-May-2025 invalidated Sherwood’s nomination notice; therefore Sherwood’s five nominees will not appear on the ballot and any green proxy cards will be disregarded.
Barnwell cites activist disruptions: a consent solicitation that removed two directors, repeated breaches of prior cooperation agreements, and litigation costs. The Company expects proxy-solicitation expenses of roughly $0.3 million (exclusive of litigation). A limited-duration rights plan adopted Jan-2025 remains in place to deter creeping control. Shareholders are asked to discard any Sherwood materials and submit only the WHITE proxy card or electronic equivalent to help establish a quorum.