BRN 8-K
Barnwell Industries Inc (BRN)
8-K
2026-10-05
For: 2026-09-30
View Original
Added on
October 05, 2026
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 8-K
Current Report Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): September 30, 2026
(Exact Name of Registrant as Specified in its Charter)
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(State or other jurisdiction of Incorporation)
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(Commission File Number)
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(IRS Employer Identification No.)
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(Address of Principal Executive Offices) (Zip Code)
(713 ) 730-7026
(Registrant’s Telephone Number, Including Area Code)
Not Applicable
(Former Name or Former Address, if Changed Since Last Report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following
provisions:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Securities registered pursuant to Section 12(b) of the Act:
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Title of each class
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Trading Symbol(s)
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Name of each exchange on which
registered
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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2
of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter). Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised
financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
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Item 8.01
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Other Events.
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On September 30, 2026, the Board of Directors of Barnwell Industries, Inc. (the “Company”) approved the termination of the Barnwell Industries, Inc.
Employees’ Pension Plan (the “Plan”), effective on or about November 30, 2026, and amendments to the Plan to provide for the distribution of all benefits through the purchase of irrevocable commitments from one or more annuity providers. Following
satisfaction of all Plan benefit liabilities, the Company expects that the Plan’s remaining surplus assets will revert to the Company, subject to applicable law.
A copy of the Company’s press release announcing the termination of the Plan is attached as Exhibit 99.1 to this Current Report on Form 8-K.
Forward-Looking Statements
This Current Report on Form 8-K contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995,
including statements regarding the timing of the termination of the Plan and the expected reversion of surplus Plan assets to the Company. These statements are based on current expectations and are subject to risks and uncertainties that could cause
actual results to differ materially, including changes in interest rates, annuity pricing, Plan asset performance, regulatory review, and applicable tax requirements. The Company undertakes no obligation to update any forward-looking statement,
except as required by law.
| Item 7.01 |
Regulation FD Disclosure.
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On October 5, 2026, the Company issued a press release announcing the termination of the Plan. A copy of the press release is furnished herewith as
Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.
The information in this Item 7.01, including the press release attached as Exhibit 99.1, shall not be deemed “filed” for purposes of Section 18 of the
Securities Exchange Act of 1934 or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933 or the Securities Exchange Act of 1934, except as expressly set
forth by specific reference in such filing.
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Item 9.01
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Financial Statements and Exhibits.
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(d) Exhibits
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Exhibit No.
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Description
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Press release dated October 5, 2026.
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104
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Cover Page Interactive Data File (embedded within the Inline XBRL document).
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
Dated: October 5, 2026
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BARNWELL INDUSTRIES, INC.
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By:
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/s/ Philip F. Patman, Jr.
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Name:
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Philip F. Patman, Jr.
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Title:
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Chief Financial Officer and Treasurer
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Exhibit 99.1
Barnwell Industries Announces Pension Plan Termination and Planned Reversion of Surplus Assets
HOUSTON, TX / ACCESS Newswire / October 5, 2026 / Barnwell Industries, Inc. (NYSE American: BRN) today announced that it has decided to terminate its qualified defined
benefit pension plan and satisfy all benefit obligations, and use the net surplus for general corporate purposes to maximize shareholder value. The termination is another step in simplifying Barnwell’s balance sheet, reducing legacy liabilities and
positioning its capital for future value creation. The net surplus will be available after the Company satisfies all plan obligations, settles related supplemental executive retirement plan obligations, and pays administrative and transaction costs
and applicable excise and other taxes.
Barnwell has retained an actuarial and pension consulting firm and separate ERISA legal counsel to advise on the termination and reversion of surplus assets. The Company
intends to secure participants’ benefits by purchasing annuity contracts from an established, creditworthy insurance company. Any surplus remaining after the annuity purchase and satisfaction of other obligations will revert to Barnwell.
As of September 30, 2026, the plan held approximately $12.8 million in assets, compared with an estimated termination liability of $7.3 million. Barnwell also has a related
supplemental executive retirement plan obligation of approximately $1.8 million. Plan assets therefore exceed these estimated retirement obligations by approximately $3.7 million, before administrative and transaction costs, applicable excise and
other taxes, and any participant benefit increase adopted in connection with the termination.
Any participant benefit increase, its effect on supplemental executive retirement plan obligations, and any associated tax reduction remain subject to review by Barnwell’s
pension consulting firm and legal counsel and approval by its Board of Directors. These estimates are preliminary and may change materially. The ultimate net cash proceeds and other value will depend on annuity pricing, interest rates, investment
performance and plan asset values through settlement, final participant benefits, administrative and transaction costs, and applicable taxes. All plan liabilities must be satisfied before surplus assets can revert to the Company.
Barnwell currently anticipates a reversion in December 2026, but cannot assure its amount or timing or the resulting benefit to shareholders. The expected reversion is
expected to add to Barnwell’s financial resources, reduce ongoing pension administration responsibilities, and enhance its ability to pursue strategic opportunities while strengthening its balance sheet.
“This is another important step in simplifying Barnwell and strengthening our financial flexibility,” said Philip Patman, Jr., Chief Financial Officer and a member of
Barnwell’s Board of Directors. “Our first priority is to secure the benefits promised to plan participants. Once those obligations are satisfied, we expect the remaining surplus, net of taxes and administrative costs, to become available for
redeployment. This would free capital historically held in the pension plan, reduce complexity and ongoing costs, and give the Company greater financial flexibility.”
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Patman continued, “Our goal is to build a stronger, more valuable Barnwell through disciplined capital allocation. We are evaluating strategic investments and acquisitions
that put our capital and public-company platform to work, including opportunities that could materially transform Barnwell’s scale and earnings profile. We will remain patient and focused on valuation, with balance-sheet strength and long-term
per-share value creation guiding our decisions.”
Forward Looking Statements
This press release contains “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. These include statements about the
pension plan termination, annuity purchases, potential participant benefit increases, surplus reversion, supplemental retirement settlements, tax treatment, the amount and timing of net proceeds and other value, and the use of the net surplus. They
also include statements about Barnwell’s strategy and strategic repositioning, liquidity, capital allocation, business prospects, commodity prices, oil and gas asset values, potential future distributions and asset sales, the strategic alternatives
process, potential merger candidates, possible business combinations or other transactions, and opportunities to generate shareholder returns.
Forward-looking statements are based on current expectations and assumptions and involve risks and uncertainties that could cause actual results to differ materially. These
include changes in interest rates, plan asset values and benefit obligations; insurer capacity and annuity pricing; pension termination requirements, tax treatment, and administrative and transaction costs; commodity price volatility; the timing and
outcome of asset sales; the Company’s ability to complete strategic transactions; the availability and terms of merger or business combination opportunities; general economic and market conditions; and other risks described in Barnwell’s SEC filings,
including its most recent Annual Report on Form 10-K and subsequent filings.
Barnwell undertakes no obligation to update any forward-looking statements except as required by law.
COMPANY: Barnwell Industries, Inc.
24 Greenway Plaza, Suite 1800Q
Houston, Texas 77046
Telephone: (713) 730-7026
Website: www.brninc.com
CONTACT: Philip Patman, Jr.
Chief Financial Officer and Treasurer
Phone: (713) 730-7026
Email: [email protected]
SOURCE: Barnwell Industries
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