Radoff updates 11.4% Barnwell (NYSE: BRN) stake after share change

Rhea-AI Filing Summary

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.

Key Figures

Shares outstanding: 14,233,259 shares Radoff Foundation beneficial ownership: 840,135 shares (5.8%) Bradley L. Radoff direct ownership: 840,136 shares (5.8%) +2 more

5 metrics

Shares outstanding 14,233,259 shares Barnwell common shares outstanding as of April 9, 2026

Radoff Foundation beneficial ownership 840,135 shares (5.8%) Barnwell common stock, including 280,045 warrant shares

Bradley L. Radoff direct ownership 840,136 shares (5.8%) Barnwell common stock, including 280,045 warrant shares

Aggregate Radoff beneficial ownership 1,680,271 shares (11.4%) Combined direct and foundation-held Barnwell shares deemed owned

Common Warrant underlying shares 280,045 shares Shares underlying Common Warrants exercisable within 60 days

Key Terms

Schedule 13D, beneficially owned, Common Warrants, prospectus supplement, +1 more

5 terms

Schedule 13D regulatory

"This Amendment No. 2 to the was triggered solely due to a change in the number of outstanding Shares"

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.

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

"including 280,045 Shares underlying the Common Warrants, constituting approximately 5.8% of the Shares outstanding"

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.

prospectus supplement regulatory

"as disclosed in the Issuer's Prospectus Supplement filed pursuant to Rule 424(b)(5)"

A prospectus supplement is an additional document provided alongside a company's main offering details, offering updated or extra information about a specific financial product being sold. It helps investors understand the latest terms, risks, and details of the investment, similar to how an update or revision clarifies or expands on original instructions, ensuring they have current and complete information before making a decision.

disclaims beneficial ownership regulatory

"Each Reporting Person disclaims beneficial ownership of the Shares that he or it does not directly own"

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Accepted by SEC EDGAR 04/14/2026 - 02:31 PM Learn about SEC filing dates

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 2)

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)

04/09/2026

(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)

5.8 %

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)

11.4 %

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. 2 to the Schedule 13D was triggered solely due to a change in the number of outstanding Shares of the Issuer.
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 14,233,259 Shares outstanding as of April 9, 2026, which is the total number of Shares outstanding as disclosed in the Issuer's Prospectus Supplement filed pursuant to Rule 424(b)(5) with the Securities and Exchange Commission on April 9, 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 5.8% 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 5.8% 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 11.4% 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 since the filing of Amendment No. 1 to the Schedule 13D.

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:	04/14/2026

Radoff Bradley Louis

Signature:	/s/ Bradley L. Radoff
Name/Title:	Bradley L. Radoff
Date:	04/14/2026