Radoff discloses 12.8% Barnwell Industries stake (NYSE: BRN)

Rhea-AI Filing Summary

Barnwell Industries shareholder Bradley L. Radoff and the Radoff Family Foundation have amended their ownership disclosure on Schedule 13D. The amendment reflects that certain Common Warrants they hold are now exercisable within the next 60 days and therefore count toward beneficial ownership.

The Radoff Family Foundation beneficially owns 840,135 shares of Barnwell Industries common stock, including 280,045 shares underlying Common Warrants, representing about 6.5% of the shares outstanding. Bradley L. Radoff directly beneficially owns 840,136 shares, including 280,045 warrant shares, also about 6.5%. As a director of the foundation, he may be deemed to beneficially own its 840,135 shares, bringing his aggregate beneficial ownership to 1,680,271 shares, or approximately 12.8% of the outstanding shares. The reporting persons state there have been no transactions in the issuer’s securities during the past 60 days and each disclaims beneficial ownership of shares not directly owned.

Key Figures

Radoff total beneficial ownership: 1,680,271 shares Radoff ownership percentage: 12.8% Foundation beneficial ownership: 840,135 shares +4 more

7 metrics

Radoff total beneficial ownership 1,680,271 shares Aggregate shares beneficially owned by Bradley L. Radoff, including foundation holdings

Radoff ownership percentage 12.8% Percent of Barnwell Industries common stock beneficially owned

Foundation beneficial ownership 840,135 shares Shares beneficially owned by the Radoff Family Foundation

Foundation ownership percentage 6.5% Percent of Barnwell Industries shares beneficially owned by the foundation

Direct Radoff holdings 840,136 shares Shares directly beneficially owned by Bradley L. Radoff

Exercisable warrant shares per holder 280,045 shares Shares underlying Common Warrants now exercisable within 60 days for each reporting person

Shares outstanding baseline 12,566,314 shares Barnwell Industries shares outstanding as of February 20, 2026

Key Terms

beneficially owned, Common Warrants, Schedule 13D, percent of class, +1 more

5 terms

beneficially owned financial

"As of the date hereof, the Radoff Foundation directly beneficially owned 840,135 Shares"

Beneficially owned describes securities or assets where a person has the economic rights and control—such as the right to receive dividends and to direct voting—even if legal title is held in another name. Think of it like having the keys and using a car that’s registered to someone else: you get the benefits and make decisions. Investors care because beneficial ownership reveals who truly controls value and voting power, affecting corporate decisions and takeover dynamics.

Common Warrants financial

"Common Warrants (as defined and described in the initial ) held by the Reporting Persons"

A common warrant is a tradable instrument that gives its holder the right to buy a company’s common shares at a fixed price within a set time period, similar to a coupon that can be redeemed later to purchase stock. Investors care because exercising warrants can boost potential gains if the stock rises, but it can also dilute existing shareholders by increasing the number of shares outstanding, which can lower per-share value.

Schedule 13D regulatory

"for purposes of Section 13(d) of the Exchange Act, the beneficial owners of any securities"

A Schedule 13D is a legal document that investors file with regulators when they buy a large enough stake in a company to potentially influence its management or decisions. It provides details about the investor’s intention, ownership stake, and plans, helping other investors understand who is gaining control and what their motives might be.

percent of class financial

"Percent of class represented by amount in Row (11) 12.8 %"

aggregate percentage of Shares financial

"The aggregate percentage of Shares reported owned by the Reporting Persons is based upon 12,566,314 Shares outstanding"

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 1)

BARNWELL INDUSTRIES INC

(Name of Issuer)

Common Stock, $0.50 par value

(Title of Class of Securities)

068221100

(CUSIP Number)

BRADLEY L. RADOFF
2727 Kirby Drive, Unit 29L,
Houston, TX, 77098
713-482-2196

RYAN NEBEL
OLSHAN FROME WOLOSKY LLP, 1325 Avenue of the Americas
New York, NY, 10019
212-451-2300

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

03/28/2026

(Date of Event Which Requires Filing of This Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.

The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

schemaVersion:

SCHEDULE 13D

CUSIP Number(s): 068221100

1

Name of reporting person

Radoff Family Foundation

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

WC

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

TEXAS

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 840,135.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 840,135.00

11

Aggregate amount beneficially owned by each reporting person

840,135.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

6.5 %

14

Type of Reporting Person (See Instructions)

CO

SCHEDULE 13D

CUSIP Number(s): 068221100

1

Name of reporting person

Radoff Bradley Louis

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

AF, PF

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

UNITED STATES

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 840,136.00
8	Shared Voting Power 840,135.00
9	Sole Dispositive Power 840,136.00
10	Shared Dispositive Power 840,135.00

11

Aggregate amount beneficially owned by each reporting person

1,680,271.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

12.8 %

14

Type of Reporting Person (See Instructions)

IN

SCHEDULE 13D

Item 1.	Security and Issuer
(a)	Title of Class of Securities: Common Stock, $0.50 par value
(b)	Name of Issuer: BARNWELL INDUSTRIES INC
(c)	Address of Issuer's Principal Executive Offices: 24 GREENWAY PLAZA, SUITE 1800Q, HOUSTON, TEXAS , 77046.
Item 1 Comment: This Amendment No. 1 to the Schedule 13D is being filed to reflect the fact that the Common Warrants (as defined and described in the initial Schedule 13D) held by the Reporting Persons are exercisable within the next 60 days.
Item 5.	Interest in Securities of the Issuer
(a)	Item 5(a) is hereby amended and restated to read as follows: The aggregate percentage of Shares reported owned by the Reporting Persons is based upon 12,566,314 Shares outstanding as of February 20, 2026, which is the total number of Shares outstanding as disclosed in the Issuer's Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on February 23, 2026, plus the Shares underlying the Common Warrants that are exercisable by the Reporting Persons within the next 60 days, as applicable. As of the date hereof, the Radoff Foundation directly beneficially owned 840,135 Shares, including 280,045 Shares underlying the Common Warrants, constituting approximately 6.5% of the Shares outstanding. As of the date hereof, Mr. Radoff directly beneficially owned 840,136 Shares, including 280,045 Shares underlying the Common Warrants, constituting approximately 6.5% of the Shares outstanding. Mr. Radoff, as a director of the Radoff Foundation, may be deemed to beneficially own the 840,135 Shares beneficially owned by the Radoff Foundation, which, together with the Shares he directly beneficially owns, constitutes an aggregate of 1,680,271 Shares, constituting approximately 12.8% of the Shares outstanding. The filing of this Schedule 13D shall not be deemed an admission that the Reporting Persons are, for purposes of Section 13(d) of the Exchange Act, the beneficial owners of any securities of the Issuer that he or it does not directly own. Each Reporting Person disclaims beneficial ownership of the Shares that he or it does not directly own.
(c)	Item 5(c) is hereby amended and restated to read as follows: There have been no transactions in the securities of the Issuer by the Reporting Persons during the past 60 days.

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Radoff Family Foundation

Signature:	/s/ Bradley L. Radoff
Name/Title:	Bradley L. Radoff, Director
Date:	03/31/2026

Radoff Bradley Louis

Signature:	/s/ Bradley L. Radoff
Name/Title:	Bradley L. Radoff
Date:	03/31/2026

FAQ

What stake in Barnwell Industries (BRN) does Bradley L. Radoff now report?

Bradley L. Radoff reports beneficial ownership of 1,680,271 Barnwell Industries shares, or about 12.8% of the outstanding common stock. This total combines 840,136 shares he directly owns and 840,135 shares held by the Radoff Family Foundation, where he serves as a director.

How many Barnwell Industries (BRN) shares does the Radoff Family Foundation hold?

The Radoff Family Foundation beneficially owns 840,135 Barnwell Industries common shares, representing approximately 6.5% of the outstanding stock. This figure includes 280,045 shares underlying Common Warrants that are exercisable within the next 60 days and therefore counted as beneficially owned under SEC rules.

Why was this Schedule 13D/A amendment filed for Barnwell Industries (BRN)?

The amendment was filed to update the ownership calculation because the Common Warrants held by the reporting persons are now exercisable within the next 60 days. Once exercisable in that window, the warrant shares are included in beneficial ownership, affecting reported percentages of Barnwell Industries stock.

What percentage of Barnwell Industries (BRN) does the Radoff Family Foundation own?

The Radoff Family Foundation owns about 6.5% of Barnwell Industries’ outstanding common shares. This percentage is based on 840,135 beneficially owned shares relative to 12,566,314 shares outstanding as of February 20, 2026, plus the shares underlying exercisable Common Warrants it holds.

Have the Radoff reporting persons traded Barnwell Industries (BRN) shares recently?

The reporting persons state there have been no transactions in Barnwell Industries securities during the past 60 days. Their updated Schedule 13D/A reflects changes in warrant exercisability and related beneficial ownership calculations, rather than new purchases or sales of the company’s common stock.

How many Barnwell Industries (BRN) shares are used to calculate the ownership percentages?

The reported ownership percentages use 12,566,314 Barnwell Industries shares outstanding as of February 20, 2026, plus shares underlying Common Warrants exercisable within the next 60 days. This total comes from the company’s Form 10-Q filed on February 23, 2026, and the warrant terms.