Barnwell Industries (BRN) investor Sherwood updates 21.85% stake and recent share sales

Rhea-AI Filing Summary

Ned L. Sherwood filed Amendment No. 40 to his Schedule 13D updating his beneficial ownership in Barnwell Industries, Inc. common stock. He now reports beneficial ownership of 2,685,792.690 shares, representing 21.85% of Barnwell’s outstanding common stock. This stake includes 2,461,497.690 shares held by MRMP-Managers LLC, where he is Chief Investment Officer, and 224,295 shares held by the Ned L. Sherwood Revocable Trust, where he is sole trustee and beneficiary, and he disclaims beneficial ownership except to the extent of his pecuniary interest. The ownership percentages are based on 10,073,534 shares outstanding as of August 11, 2025 plus 2,221,141 shares issued in a recent offering. The filing also reports recent open-market sales for tax planning purposes, including 174,587.448 shares sold by MRMP-Managers LLC and 13,743 shares sold by the trust on December 2, 2025, and 131,910 shares sold by MRMP-Managers LLC on December 3, 2025.

Insights

Equity ownership and governance analyst

Large Barnwell shareholder updates 21.85% stake after tax‑driven stock sales.

Ned L. Sherwood remains a major shareholder of Barnwell Industries (BRN), reporting beneficial ownership of 2,685,792.690 shares, or 21.85% of the common stock. Most of this is held via MRMP-Managers LLC with 2,461,497.690 shares (20.02%), and the balance of 224,295 shares (1.94%) through the Ned L. Sherwood Revocable Trust.

The percentages are calculated using 10,073,534 shares outstanding as of August 11, 2025 plus 2,221,141 shares issued in a later offering. The amendment also details open‑market sales labeled as being for tax planning purposes, including 174,587.448 shares sold at $1.14–$1.18 (weighted average $1.15) and 131,910 shares at $1.07–$1.14 (weighted average $1.10), as well as 13,743 shares sold at $1.14.

While these sales reduce the number of shares held, Sherwood continues to control more than one‑fifth of Barnwell’s equity, which may still allow him to exert meaningful influence on shareholder matters. The amendment states that, aside from the listed transactions, no other trades were made in the last 60 days.

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 40)

BARNWELL INDUSTRIES INC

(Name of Issuer)

Common Stock, par value $0.50 per share

(Title of Class of Securities)

068221100

(CUSIP Number)

Ned L. Sherwood
151 Terrapin Point,
Vero Beach, FL, 32963
(772) 257-6658

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

12/04/2025

(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).

SCHEDULE 13D

CUSIP No. 068221100

1

Name of reporting person

Ned L. Sherwood

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)

OO

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 0.00
8	Shared Voting Power 2,685,792.69
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 2,685,792.69

11

Aggregate amount beneficially owned by each reporting person

2,685,792.69

12

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

13

Percent of class represented by amount in Row (11)

21.85 %

14

Type of Reporting Person (See Instructions)

IN

Comment for Type of Reporting Person:

* Includes (i) 2,461,497.690 shares of Common Stock held by MRMP-Managers LLC, of which Ned L. Sherwood is the Chief Investment Officer, and (ii) 224,295 shares of Common Stock held by the Ned L. Sherwood Revocable Trust, of which Ned L. Sherwood is the sole trustee and beneficiary. Ned L. Sherwood disclaims beneficial ownership of such Common Stock except to the extent of his pecuniary interest therein.

SCHEDULE 13D

CUSIP No. 068221100

1

Name of reporting person

MRMP-Managers LLC

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)

OO

5

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

6

Citizenship or place of organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 2,461,497.69
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 2,461,497.69

11

Aggregate amount beneficially owned by each reporting person

2,461,497.69

12

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

13

Percent of class represented by amount in Row (11)

20.02 %

14

Type of Reporting Person (See Instructions)

OO

SCHEDULE 13D

CUSIP No. 068221100

1

Name of reporting person

Ned L. Sherwood Revocable Trust

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)

OO

5

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

6

Citizenship or place of organization

NEW YORK

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 224,295.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 224,295.00

11

Aggregate amount beneficially owned by each reporting person

224,295.00

12

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

13

Percent of class represented by amount in Row (11)

1.94 %

14

Type of Reporting Person (See Instructions)

OO

SCHEDULE 13D

Item 1.	Security and Issuer
(a)	Title of Class of Securities: Common Stock, par value $0.50 per share
(b)	Name of Issuer: BARNWELL INDUSTRIES INC
(c)	Address of Issuer's Principal Executive Offices: 1100 ALAKEA ST., SUITE 500, HONOLULU, HAWAII , 96813.
Item 1 Comment: This Amendment No. 40 to Statement of Beneficial Ownership on Schedule 13D (this "Amendment No. 40") amends the Statement of Beneficial Ownership on Schedule 13D filed by Ned L. Sherwood on June 11, 2013 (as amended by the Reporting Persons, the "Schedule 13D" or this "Statement"). Except as amended and supplemented by this Amendment No. 40, the Schedule 13D remains unchanged.
Item 5.	Interest in Securities of the Issuer
(a)	Item 5 of the Schedule 13D is hereby amended as follows: The information set forth on the cover page of this Amendment No. 40 is incorporated herein by reference. As of the date hereof, Mr. Sherwood beneficially owns in the aggregate 2,685,792.690 shares of Common Stock, which represents approximately 21.85% of the Company's outstanding shares of Common Stock. Each percentage ownership of Common Stock owned by the Reporting Persons set forth in this Statement is based on the (i) 10,073,534 shares of Common Stock reported by the Company as outstanding as of August 11, 2025 in the Company's Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission ("SEC") on August 13, 2025 and (ii) 2,221,141 shares of Common Stock reported by the Company as being issued in connection with the Company's latest offering as reported in the Company's Form 8-K filed with the SEC on November 26, 2025.
(c)	Transactions effected by MRMP-Managers LLC and Ned L. Sherwood Revocable Trust in the Common Stock since the filing of Amendment No. 39 to the Schedule 13D are set forth below. Each of these transactions was effected through the open market. On December 2, 2025, MRMP-Managers LLC sold 174,587.448 shares at prices ranging between $1.14 and $1.18, with a weighted average price of $1.15.* On December 2, 2025, Ned L. Sherwood Revocable Trust sold 13,743 shares at a price of $1.14.* On December 3, 2025, MRMP-Managers LLC sold 131,910 shares at prices ranging between $1.07 and $1.14, with a weighted average price of $1.10.* *Transactions effected for tax planning purposes. Except as reported herein, no Reporting Person has effected any transactions in shares of the Issuer's Common Stock during the last 60 days.
Item 6.	Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer
	Pursuant to Rule 13d-1(k) promulgated under the Securities Exchange Act of 1934, as amended, the Reporting Persons have entered into an agreement with respect to the joint filing of this Statement, which agreement is set forth on the signature page to this Statement.

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.

Ned L. Sherwood

Signature:	/s/ Ned L. Sherwood
Name/Title:	NED L. SHERWOOD
Date:	12/04/2025

MRMP-Managers LLC

Signature:	/s/ Ned L. Sherwood
Name/Title:	Ned L. Sherwood/Chief Investment Officer
Date:	12/04/2025

Ned L. Sherwood Revocable Trust

Signature:	/s/ Ned L. Sherwood
Name/Title:	Ned L. Sherwood/Trustee
Date:	12/04/2025

FAQ

How many Barnwell Industries (BRN) shares does Ned L. Sherwood now beneficially own?

As reported in the amendment, Ned L. Sherwood beneficially owns 2,685,792.690 shares of Barnwell Industries common stock, representing 21.85% of the outstanding shares.

What portion of Barnwell Industries (BRN) is held through MRMP-Managers LLC and the Sherwood trust?

The filing states that MRMP-Managers LLC holds 2,461,497.690 shares (about 20.02% of the class) and the Ned L. Sherwood Revocable Trust holds 224,295 shares (about 1.94% of the class).

What recent stock sales in Barnwell Industries (BRN) does the Schedule 13D/A disclose?

The amendment lists open‑market sales, including 174,587.448 shares by MRMP-Managers LLC at $1.14–$1.18 (weighted average $1.15) and 13,743 shares by the trust at $1.14 on December 2, 2025, plus 131,910 shares by MRMP-Managers LLC at $1.07–$1.14 (weighted average $1.10) on December 3, 2025.

How were the ownership percentages for BRN calculated in this Schedule 13D/A?

The percentages are based on 10,073,534 Barnwell common shares outstanding as of August 11, 2025 plus 2,221,141 shares issued in the company’s latest offering, as reported in its Form 10‑Q and Form 8‑K.

Does Ned L. Sherwood claim full beneficial ownership of all BRN shares reported?

The filing notes that the 2,685,792.690 shares include shares held by MRMP-Managers LLC and the Ned L. Sherwood Revocable Trust, and states that Sherwood disclaims beneficial ownership of such common stock except to the extent of his pecuniary interest.

What is the purpose of the reported BRN stock transactions in this amendment?

The amendment explains that the listed open‑market transactions by MRMP-Managers LLC and the Ned L. Sherwood Revocable Trust were effected for tax planning purposes.

What does Amendment No. 40 to the Schedule 13D for Barnwell Industries (BRN) change?

Amendment No. 40 updates Item 5 regarding Sherwood’s beneficial ownership and recent transactions in Barnwell Industries common stock, while leaving the prior statement otherwise unchanged.