Barnwell Industries Inc 10-Q for FY2026 Q3
Barnwell Industries Inc (BRN)
10-Q
2026-08-11
For: 2026-06-30
View Original
Added on
August 11, 2026
About this 10-Q
Barnwell Industries Inc filed this 10-Q on August 11, 2026, covering the quarter ended June 30, 2026 (FY2026 Q3).
Headline figures
Quarter ended June 30, 2026, as reported in this filing, compared with the same period a year earlier where the filing states it.
- Revenue
- $3.38M
- up 5.9% from $3.19M a year earlier
- Net loss
- $440K
- compared with a net loss of $1.55M a year earlier
- Diluted EPS
- -$0.03
- compared with -$0.15 a year earlier
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
For the quarterly period ended June 30, 2026
or
Commission File Number 001-05103
(Exact name of registrant as specified in its charter)
| (State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification No.) | |||||||
| (Address of principal executive offices) | (Zip code) | |||||||
( | ||||||||
| (Registrant’s telephone number, including area code) | ||||||||
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||||||
| | ||||||||
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. ☒ Yes ☐ No
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). ☒ Yes ☐ No
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and "emerging growth company" in Rule 12b-2 of the Exchange Act.
| Large accelerated filer | ☐ | Accelerated filer | ☐ | |||||||||||
| ☒ | Smaller reporting company | |||||||||||||
| 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. ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). ☐ Yes ☒ No
As of August 10, 2026 there were 14,434,310 shares of common stock, par value $0.50, outstanding.
BARNWELL INDUSTRIES, INC.
AND SUBSIDIARIES
INDEX
PART I - FINANCIAL INFORMATION
]ITEM 1. FINANCIAL STATEMENTS
BARNWELL INDUSTRIES, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
(Unaudited)
| June 30, 2026 | September 30, 2025 | ||||||||||
| ASSETS | |||||||||||
| Current assets: | |||||||||||
| Cash and cash equivalents | $ | $ | |||||||||
Accounts and other receivables, net of allowance for credit losses of: $ | |||||||||||
| Note receivable | |||||||||||
| Other current assets | |||||||||||
| Total current assets | |||||||||||
| Asset for retirement benefits | |||||||||||
| Investments | |||||||||||
| Operating lease right-of-use assets | |||||||||||
| Other non-current assets | |||||||||||
| Property and equipment: | |||||||||||
| Proved oil and natural gas properties (full cost method) | |||||||||||
| Other property and equipment | |||||||||||
| Total property and equipment | |||||||||||
| Accumulated depletion, impairment, depreciation, and amortization | ( | ( | |||||||||
| Total property and equipment, net | |||||||||||
| Total assets | $ | $ | |||||||||
| LIABILITIES AND EQUITY | |||||||||||
| Current liabilities: | |||||||||||
| Accounts payable | $ | $ | |||||||||
| Accounts payable - related party | |||||||||||
| Accrued capital expenditures | |||||||||||
| Accrued compensation | |||||||||||
| Accrued operating and other expenses | |||||||||||
| Current portion of asset retirement obligation | |||||||||||
| Other current liabilities | |||||||||||
| Total current liabilities | |||||||||||
| Operating lease liabilities | |||||||||||
| Liability for retirement benefits | |||||||||||
| Asset retirement obligation | |||||||||||
| Deferred income tax liabilities | |||||||||||
| Total liabilities | |||||||||||
| Commitments and contingencies (Note 16) | |||||||||||
| Equity: | |||||||||||
Common stock, par value $ | |||||||||||
| Additional paid-in capital | |||||||||||
| (Accumulated deficit) retained earnings | ( | ( | |||||||||
| Accumulated other comprehensive income, net | |||||||||||
Treasury stock, at cost: | ( | ( | |||||||||
| Total stockholders’ equity | |||||||||||
| Non-controlling interests | |||||||||||
| Total equity | |||||||||||
| Total liabilities and equity | $ | $ | |||||||||
See Notes to Condensed Consolidated Financial Statements
3
BARNWELL INDUSTRIES, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited)
| Three months ended June 30, | Nine months ended June 30, | ||||||||||||||||||||||
| 2026 | 2025 | 2026 | 2025 | ||||||||||||||||||||
| Revenues: | |||||||||||||||||||||||
| Oil and natural gas | $ | $ | $ | $ | |||||||||||||||||||
| Sale of interest in leasehold land | |||||||||||||||||||||||
| Gas processing and other | |||||||||||||||||||||||
| Costs and expenses: | |||||||||||||||||||||||
| Oil and natural gas operating | |||||||||||||||||||||||
| General and administrative | |||||||||||||||||||||||
| Depletion, depreciation, and amortization | |||||||||||||||||||||||
| Impairment of assets | |||||||||||||||||||||||
| Foreign currency loss (gain) | ( | ||||||||||||||||||||||
| Interest expense | |||||||||||||||||||||||
| Loss from continuing operations before equity in income of affiliates and income taxes | ( | ( | ( | ( | |||||||||||||||||||
| Equity in income of affiliates | |||||||||||||||||||||||
| Loss from continuing operations before income taxes | ( | ( | ( | ( | |||||||||||||||||||
| Income tax provision (benefit) | ( | ||||||||||||||||||||||
| Net loss from continuing operations | ( | ( | ( | ( | |||||||||||||||||||
| Net earnings from discontinued operations | |||||||||||||||||||||||
Net loss | ( | ( | ( | ( | |||||||||||||||||||
Less: Net earnings (loss) attributable to non-controlling interests | ( | ( | |||||||||||||||||||||
| Net loss attributable to Barnwell Industries, Inc. | $ | ( | $ | ( | $ | ( | $ | ( | |||||||||||||||
Basic and diluted loss per common share attributable to Barnwell Industries, Inc. stockholders: | |||||||||||||||||||||||
Net loss from continuing operations attributable to Barnwell Industries, Inc. | $ | ( | $ | ( | $ | ( | $ | ( | |||||||||||||||
| Net earnings from discontinued operations | |||||||||||||||||||||||
| Net loss attributable to Barnwell Industries, Inc. | $ | ( | $ | ( | $ | ( | $ | ( | |||||||||||||||
| Weighted-average number of common shares outstanding: | |||||||||||||||||||||||
| Basic and diluted | |||||||||||||||||||||||
See Notes to Condensed Consolidated Financial Statements
4
BARNWELL INDUSTRIES, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS
(Unaudited)
| Three months ended June 30, | Nine months ended June 30, | ||||||||||||||||||||||
| 2026 | 2025 | 2026 | 2025 | ||||||||||||||||||||
| Net loss | $ | ( | $ | ( | $ | ( | $ | ( | |||||||||||||||
| Other comprehensive income (loss): | |||||||||||||||||||||||
Foreign currency translation adjustments, net of taxes of $ | ( | ||||||||||||||||||||||
| Total other comprehensive income (loss) | ( | ||||||||||||||||||||||
| Total comprehensive loss | ( | ( | ( | ( | |||||||||||||||||||
| Less: Comprehensive (income) loss attributable to non-controlling interests | ( | ( | |||||||||||||||||||||
| Comprehensive loss attributable to Barnwell Industries, Inc. | $ | ( | $ | ( | $ | ( | $ | ( | |||||||||||||||
See Notes to Condensed Consolidated Financial Statements
5
BARNWELL INDUSTRIES, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF EQUITY
Three months ended June 30, 2026 and 2025
(Unaudited)
| Shares Outstanding | Common Stock | Additional Paid-In Capital | Retained Earnings (Accumulated Deficit) | Accumulated Other Comprehensive Income | Treasury Stock | Non-controlling Interests | Total Equity | ||||||||||||||||||||||||||||||||||||||||
| Balance at March 31, 2025 | $ | $ | $ | ( | $ | $ | ( | $ | $ | ||||||||||||||||||||||||||||||||||||||
| Net loss | — | — | — | ( | — | — | ( | ( | |||||||||||||||||||||||||||||||||||||||
Foreign currency translation adjustments, net of taxes of $ | — | — | — | — | ( | — | — | ( | |||||||||||||||||||||||||||||||||||||||
| Share-based compensation | — | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||
| Balance at June 30, 2025 | $ | $ | $ | ( | $ | $ | ( | $ | $ | ||||||||||||||||||||||||||||||||||||||
| Balance at March 31, 2026 | $ | $ | $ | ( | $ | $ | ( | $ | $ | ||||||||||||||||||||||||||||||||||||||
| Net loss | — | — | — | ( | — | — | ( | ||||||||||||||||||||||||||||||||||||||||
Foreign currency translation adjustments, net of taxes of $ | — | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||
| Share-based compensation | — | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||
Issuance of common stock for restricted stock units vested | ( | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||
| Issuance of common stock, net of issuance costs | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||||
| Balance at June 30, 2026 | $ | $ | $ | ( | $ | $ | ( | $ | $ | ||||||||||||||||||||||||||||||||||||||
See Notes to Condensed Consolidated Financial Statements
6
BARNWELL INDUSTRIES, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF EQUITY
Nine months ended June 30, 2026 and 2025
(Unaudited)
| Shares Outstanding | Common Stock | Additional Paid-In Capital | Retained Earnings (Accumulated Deficit) | Accumulated Other Comprehensive Income | Treasury Stock | Non-controlling Interests | Total Equity | ||||||||||||||||||||||||||||||||||||||||
| Balance at September 30, 2024 | $ | $ | $ | $ | $ | ( | $ | $ | |||||||||||||||||||||||||||||||||||||||
| Net (loss) | — | — | — | ( | — | — | ( | ( | |||||||||||||||||||||||||||||||||||||||
Foreign currency translation adjustments, net of taxes of $ | — | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||
| Share-based compensation | — | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||
Issuance of common stock for restricted stock units vested | ( | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||
| Balance at June 30, 2025 | $ | $ | $ | ( | $ | $ | ( | $ | $ | ||||||||||||||||||||||||||||||||||||||
| Balance at September 30, 2025 | $ | $ | $ | ( | $ | $ | ( | $ | $ | ||||||||||||||||||||||||||||||||||||||
| Net loss | — | — | — | ( | — | — | ( | ||||||||||||||||||||||||||||||||||||||||
Foreign currency translation adjustments, net of taxes of $ | — | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||
| Distributions to non-controlling interests | — | — | — | — | — | — | ( | ( | |||||||||||||||||||||||||||||||||||||||
| Share-based compensation | — | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||
| Issuance of common stock for services | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||||
Issuance of common stock for restricted stock units vested | ( | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||
| Issuance of common stock, net of issuance costs | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||||
| Balance at June 30, 2026 | $ | $ | $ | ( | $ | $ | ( | $ | $ | ||||||||||||||||||||||||||||||||||||||
See Notes to Condensed Consolidated Financial Statements
7
BARNWELL INDUSTRIES, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
| Nine months ended June 30, | |||||||||||
| 2026 | 2025 | ||||||||||
| Cash flows from operating activities of continuing operations: | |||||||||||
| Net loss | $ | ( | $ | ( | |||||||
| Net earnings from discontinued operations | |||||||||||
| Net loss from continuing operations | ( | ( | |||||||||
| Adjustments to reconcile net loss from continuing operations to net cash (used in) provided by operating activities: | |||||||||||
| Depletion, depreciation, and amortization | |||||||||||
| Impairment of assets | |||||||||||
| Equity in income of affiliates | ( | ||||||||||
| Retirement benefits income | ( | ( | |||||||||
| Non-cash rent income | ( | ( | |||||||||
| Accretion of asset retirement obligation | |||||||||||
| Deferred income tax (benefit) expense | ( | ||||||||||
| Asset retirement obligation payments | ( | ( | |||||||||
| Share-based compensation expense | |||||||||||
| Common stock issued for services | |||||||||||
| Retirement plan contributions and payments | ( | ( | |||||||||
| Credit loss (reversal) expense | ( | ( | |||||||||
| Foreign currency loss | |||||||||||
| (Decrease) increase from changes in current assets and liabilities | ( | ( | |||||||||
| Net cash (used in) provided by operating activities from continuing operations | ( | ( | |||||||||
| Cash flows from investing activities of continuing operations: | |||||||||||
| Distribution from equity investees in excess of earnings | |||||||||||
| Proceeds from the sale of oil and natural gas assets | |||||||||||
| Capital expenditures - oil and natural gas | ( | ( | |||||||||
| Dividend received from discontinued operations | |||||||||||
| Cash divested from the sale of discontinued operations, net of proceeds | ( | ||||||||||
| Payments received on note receivable related to the sale of discontinued operations | |||||||||||
Net cash provided by (used in) investing activities from continuing operations | ( | ||||||||||
| Cash flows from financing activities of continuing operations: | |||||||||||
| Repayments for insurance premium financing | ( | ||||||||||
| Proceeds from issuance of stock, net of costs | |||||||||||
| Distributions to non-controlling interests | ( | ||||||||||
Net cash provided by financing activities from continuing operations | ( | ||||||||||
| Cash flows from discontinued operations: | |||||||||||
| Net cash used in operating activities | ( | ||||||||||
Net cash provided by investing activities | |||||||||||
| Net cash used in financing activities | ( | ||||||||||
Net cash provided by discontinued operations | |||||||||||
| Effect of exchange rate changes on cash and cash equivalents | ( | ( | |||||||||
| Net (decrease) increase in cash and cash equivalents | ( | ||||||||||
| Cash and cash equivalents at beginning of period | |||||||||||
| Cash and cash equivalents of continuing operations at end of period | $ | $ | |||||||||
See Notes to Condensed Consolidated Financial Statements
8
BARNWELL INDUSTRIES, INC.
AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Principles of Consolidation
The condensed consolidated financial statements include the accounts of Barnwell Industries, Inc. and all majority-owned subsidiaries (collectively referred to herein as “Barnwell,” “we,” “our,” “us,” or the “Company”), including a 77.6 %-owned land investment general partnership ("Kaupulehu Developments") and a 75 %-owned land investment partnership (KD Kona 2013 LLLP). All significant intercompany accounts and transactions have been eliminated.
Undivided interests in oil and natural gas exploration and production joint ventures are consolidated on a proportionate basis. Barnwell’s investments in both unconsolidated entities in which a significant, but less than controlling, interest is held and in variable interest entities in which the Company is not deemed to be the primary beneficiary, are accounted for by the equity method.
Unless otherwise indicated, all references to “dollars” in this Form 10-Q are to U.S. dollars.
Unaudited Interim Financial Information
The accompanying unaudited condensed consolidated financial statements and notes have been prepared by Barnwell in accordance with the rules and regulations of the United States (“U.S.”) Securities and Exchange Commission. Accordingly, certain information and footnote disclosures normally included in the annual consolidated financial statements prepared in accordance with U.S. generally accepted accounting principles (“U.S. GAAP”) have been condensed or omitted pursuant to those rules and regulations, although the Company believes that the disclosures made are adequate to make the information not misleading. These condensed consolidated financial statements and notes should be read in conjunction with the consolidated financial statements and notes thereto included in Barnwell’s September 30, 2025 Annual Report on Form 10-K (our “2025 Annual Report”). The Condensed Consolidated Balance Sheet as of September 30, 2025 has been derived from audited consolidated financial statements.
In the opinion of management, all adjustments (which include only normal recurring adjustments) necessary to present fairly the financial position at June 30, 2026, results of operations, comprehensive loss, and equity for the three and nine months ended June 30, 2026 and 2025, and cash flows for the nine months ended June 30, 2026 and 2025, have been made. The results of operations for the period ended June 30, 2026 are not necessarily indicative of the operating results for the full year.
9
Use of Estimates in the Preparation of Condensed Consolidated Financial Statements
The preparation of the condensed consolidated financial statements in conformity with U.S. GAAP requires management of Barnwell to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenues and expenses and the disclosure of contingent assets and liabilities. Actual results could differ significantly from those estimates. Significant assumptions are required in the valuation of deferred tax assets, asset retirement obligations, proved oil and natural gas reserves, and such assumptions may impact the amount at which such items are recorded.
Significant Accounting Policies
There have been no changes to Barnwell's significant accounting policies as described in the Notes to Consolidated Financial Statements included in Item 8 of the Company's 2025 Annual Report.
2. GOING CONCERN
The accompanying condensed consolidated financial statements have been prepared on a going concern basis, which contemplates the realization of assets and satisfaction of liabilities in the normal course of business for the twelve-month period following the date of issuance of these condensed consolidated financial statements.
3. DISCONTINUED OPERATIONS
On March 14, 2025, the Company entered into a Stock Purchase Agreement (the "Purchase Agreement") with three unrelated individuals (collectively, the “Buyer”) whereby the Buyer acquired all of the shares of capital stock of Water Resources (the “Shares”) owned by the Company. The sale and purchase of the Shares closed (the “Closing”) simultaneously with the execution and delivery of the Purchase Agreement by each of the parties thereto on March 14, 2025. The aggregate purchase price for the Shares was $1,050,000 , which was paid at Closing by the Buyer as follows: an initial aggregate cash payment of $250,000 and the delivery of a non-interest bearing promissory note with a principal amount of $800,000 (the “Promissory Note”). As of June 30, 2026, the Promissory Note, including $28,000 of accrued interest, was fully repaid (Note receivable of $300,000 as at September 30, 2025). The final payment was extended from March 15, 2026 to June 15, 2026. The annual interest rate on the Promissory Note increased from 0 % to 12 % beginning August 15, 2025 and to 18 % beginning December 15, 2025. Beginning March 15, 2026, outstanding interest was treated as part of the principal, and future interest compounded annually. $100,000 was paid on December 15, 2025, $50,000 on February 13, 2026, and $150,000 on June 15, 2026 as scheduled.
Water Resources drilled water wells and installed and repaired water pumping systems in Hawaii and represented our contract drilling segment. As a result of the sale, the Company has classified the related assets and liabilities and the results of its contract drilling business as discontinued operations in the condensed consolidated financial statements for all periods presented. Prior to the sale, the Company did not have any assurances that a sale of Water Resources was likely to occur. The Company recorded a loss of $193,000 on the sale of Water Resources, which was included in the results from discontinued operations for the year ended September 30, 2025. There was no impact from the sale of Water Resources on the provision for income taxes.
10
The following table presents the financial results from discontinued operations presented in the Condensed Consolidated Statements of Operations.
| Three months ended June 30, | Nine months ended June 30, | ||||||||||||||||||||||
| 2026 | 2025 | 2026 | 2025 | ||||||||||||||||||||
| Revenues: | |||||||||||||||||||||||
| Contract drilling | $ | $ | $ | $ | |||||||||||||||||||
| Costs and expenses: | |||||||||||||||||||||||
| Contract drilling operating | |||||||||||||||||||||||
| General and administrative | |||||||||||||||||||||||
| Depreciation and amortization | |||||||||||||||||||||||
| Interest expense | |||||||||||||||||||||||
Gain on sale of assets (1) | ( | ||||||||||||||||||||||
| Loss from discontinued operations before income taxes | |||||||||||||||||||||||
| Loss on sale of discontinued operations | ( | ||||||||||||||||||||||
| Net earnings from discontinued operations | $ | $ | $ | $ | |||||||||||||||||||
(1) In February 2025, the Company completed the sale of a contract drilling segment drilling rig and related ancillary equipment to an independent third party for proceeds of $538,000 , net of related costs. The drilling rig and related ancillary equipment were fully depreciated and had a net book value of zero and as a result of the sale, the Company recognized a $538,000 gain during the nine months ended June 30, 2025 which was recorded in discontinued operations.
There are no assets or liabilities of discontinued operations included in the Condensed Consolidated Balance Sheets.
4. LOSS PER COMMON SHARE
Basic loss per share is computed using the weighted-average number of common shares outstanding for the period. Diluted loss per share is calculated using the treasury stock method to reflect the assumed issuance of common shares for all potentially dilutive securities, which consist of outstanding stock options and nonvested restricted stock units. Potentially dilutive shares are excluded from the computation of diluted loss per share if their effect is anti-dilutive.
Warrants to purchase 1,029,104 shares of common stock, options to purchase 440,000 shares of common stock and 467,218 restricted stock units, on a weighted average basis, were excluded from the computation of diluted shares for the three months ended June 30, 2026, as their inclusion would have been anti-dilutive. Options to purchase 465,000 shares of common stock and 214,270 restricted stock units were excluded from the computation of diluted shares for the three months ended June 30, 2025, as their inclusion would have been anti-dilutive.
Warrants to purchase 810,467 shares of common stock, options to purchase 497,161 shares of common stock and 430,942 restricted stock units, on a weighted average basis, were excluded from the computation of diluted shares for the nine months ended June 30, 2026, as their inclusion would have been anti-dilutive. Options to purchase 465,000 shares of common stock and 229,740 restricted stock units were
11
excluded from the computation of diluted shares for the nine months ended June 30, 2025, as their inclusion would have been anti-dilutive.
Reconciliations between net loss attributable to Barnwell stockholders and common shares outstanding of the basic and diluted net loss per share computations are detailed in the following table:
| Three months ended June 30, | Nine months ended June 30, | ||||||||||||||||||||||
| 2026 | 2025 | 2026 | 2025 | ||||||||||||||||||||
| Numerator: | |||||||||||||||||||||||
| Net loss from continuing operations | $ | ( | $ | ( | $ | ( | $ | ( | |||||||||||||||
| Less: Net earnings (loss) attributable to non-controlling interests of continuing operations | ( | ( | |||||||||||||||||||||
| Net loss from continuing operations attributable to Barnwell Industries, Inc. | ( | ( | ( | ( | |||||||||||||||||||
| Net earnings from discontinued operations | |||||||||||||||||||||||
| Net loss attributable to Barnwell Industries, Inc. | $ | ( | $ | ( | $ | ( | $ | ( | |||||||||||||||
| Denominator: | |||||||||||||||||||||||
| Basic weighted-average number of common shares outstanding | |||||||||||||||||||||||
| Effect of dilutive securities - common stock options and restricted stock units | |||||||||||||||||||||||
| Diluted weighted-average number of common shares outstanding | |||||||||||||||||||||||
| Basic and diluted loss per common share: | |||||||||||||||||||||||
| Net loss per common share from continuing operations attributable to Barnwell Industries, Inc. stockholders | $ | ( | $ | ( | $ | ( | $ | ( | |||||||||||||||
| Net loss per common share from discontinued operations | |||||||||||||||||||||||
| Net loss per common share attributable to Barnwell Industries, Inc. stockholders | $ | ( | $ | ( | $ | ( | $ | ( | |||||||||||||||
12
5. ACCOUNTS AND OTHER RECEIVABLES AND ALLOWANCE FOR CREDIT LOSSES
Insurance Recovery Receivable
In the quarter ended June 30, 2025, the Company filed an insurance claim for $348,000 with our insurance carrier for the reimbursement of certain legal fees incurred that are covered under our directors and officers’ liability insurance policies. In November 2025, $250,000 was received, leaving a $98,000 receivable. In the three months ended March 31, 2026, the Company's insurance carrier confirmed $176,000 would be received, resulting the recognition of an additional $78,000 gain. The full amount was received in the three months ended June 30, 2026, resulting in gains of nil and $78,000 recognized during the three and nine months ended June 30, 2026, respectively. The insurance recovery receivable is included in "Accounts and other receivables, net of allowance for credit losses" in the accompanying Condensed Consolidated Balance Sheets and the related gain was recorded in “General and administrative” expenses in the accompanying Condensed Consolidated Statements of Operations.
Allowance for Credit Losses
The following table summarizes the activity in the balance of allowance for credit losses related to accounts and other receivables:
| Nine months ended June 30, | |||||||||||
| 2026 | 2025 | ||||||||||
| Allowance for credit losses at beginning of period | $ | $ | |||||||||
| (Reversal of) provision for expected credit losses | ( | ||||||||||
| Write-offs charged against the allowance | ( | ||||||||||
| Foreign currency translation adjustment | ( | ( | |||||||||
| Allowance for credit losses at end of period | $ | $ | |||||||||
6. INVESTMENTS
Investment in Kukio Resort Land Development Partnerships
On November 27, 2013, Barnwell, through a wholly-owned subsidiary, entered into two limited liability limited partnerships, KD Kona 2013 LLLP (“KD Kona”) and KKM Makai, LLLP (“KKM”), and indirectly acquired a 19.6 5,140,000 . These entities, collectively referred to hereinafter as the “Kukio Resort Land Development Partnerships,” own certain real estate and development rights interests in the Kukio, Maniniowali and Kaupulehu portions of Kukio Resort, a private residential community on the Kona coast of the island of Hawaii, as well as Kukio Resort’s real estate sales office operations. KDK holds interests in KD Acquisition, LLLP (“KD I”) and KD Acquisition II, LP, formerly KD Acquisition II, LLLP (“KD II”). KD I is the developer of Kaupulehu Lot 4A Increment I (“Increment I”), and KD II is the developer of Kaupulehu Lot 4A Increment II (“Increment II”). Barnwell’s ownership interests in the Kukio Resort Land Development Partnerships is accounted for using the equity method of accounting.
In March 2019, KD II admitted a new development partner, Replay Kaupulehu Development, LLC (“Replay”), a party unrelated to Barnwell, in an effort to move forward with development of the remainder of Increment II at Kaupulehu. KDK and Replay hold ownership interests of 55 % and 45 %, respectively, of
13
KD II and Barnwell has a 10.8 % indirect non-controlling ownership interest in KD II through KDK, which is accounted for using the equity method of accounting. Barnwell continues to have an indirect 19.6 % non-controlling ownership interest in KD Kukio Resorts, LLLP, KD Maniniowali, LLLP, and KD I.
The Kukio Resort Land Development Partnerships derive income from the sale of residential parcels in Increment I, which is now completely sold, as well as from commissions on real estate sales by the real estate sales office and revenues resulting from the sale of private club memberships. The last two single-family lots of the 80 lots developed within Increment I were sold in the quarter ended March 31, 2024.
Increment II is not yet under development, and there is no assurance that development of such acreage will in fact occur. No definitive development plans have been made by KD II, the developer of Increment II, as of the date of this report.
Barnwell has the right to receive distributions from the Kukio Resort Land Development Partnerships via its non-controlling interest in KD Kona and KKM, based on its respective partnership sharing ratios of 75 % and 34.45 %, respectively. During the three and nine months ended June 30, 2026, the Company received cash distributions of nil and $323,000 , respectively (resulting in net amounts of nil and $288,000 , after distributing nil and $35,000 to non-controlling interests) from the Kukio Resort Land Development Partnerships. Comparatively, there were no
Equity in income of affiliates was $376,000 and $714,000 for the three and nine months ended June 30, 2026, respectively, as compared to nil
Summarized financial information for the Kukio Resort Land Development Partnerships is as follows:
| Three months ended June 30, | Nine months ended June 30, | ||||||||||||||||||||||
| 2026 | 2025 | 2026 | 2025 | ||||||||||||||||||||
| Revenue | $ | $ | $ | $ | |||||||||||||||||||
| Gross profit | $ | $ | ( | $ | $ | ||||||||||||||||||
| Net earnings | $ | $ | ( | $ | $ | ||||||||||||||||||
In the quarter ended June 30, 2021, the Company received cumulative distributions from the Kukio Resort Land Development Partnerships in excess of our investment balance and in accordance with applicable accounting guidance, the Company suspended its equity method earnings recognition and the Kukio Resort Land Development Partnerships investment balance was reduced to nil with the distributions received in excess of our investment balance recorded as equity in income of affiliates because the distributions are not refundable by agreement or by law and the Company is not liable for the obligations of or otherwise committed to provide financial support to the Kukio Resort Land Development Partnerships. During periods in which equity‑method earnings were suspended, future equity‑method earnings were not recognized until the Company’s share of the Kukio Partnerships’ cumulative earnings subsequent to the suspension exceeded the amount of previously recognized excess distributions. During this suspended period, distributions received were recorded as equity in income of affiliates.
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During the three months ended March 31, 2026, the Company's share of earnings from the Kukio Resort Land Development Partnerships exceeded distributions received and previously recognized excess distributions. Accordingly, the Company resumed equity-method earnings recognition during the period. For the three and nine months ended June 30, 2026, the Company recognized equity in income of affiliates only to the extent its share of net earnings exceeded cumulative excess distributions recognized during the suspended periods. As a result, $376,000 and $714,000 was recognized as equity in income from affiliates during the three and nine months ended June 30, 2026, respectively (three and nine months ended June 30, 2025 - nil and nil ), which resulted in an investment balance of $391,000 as at June 30, 2026 (nil as at September 30, 2025).
Cumulative distributions received from Kukio Resort Land Development Partnerships in excess of our investment balance was $106,000 at September 30, 2025.
Sale of Interest in Leasehold Land
Kaupulehu Developments holds rights to receive payments from KD I and KD II resulting from the sale of lots and/or residential units within Increment I, which is now fully sold, and within Increment II, which is not yet developed (see Note 18).
With respect to Increment I, Kaupulehu Developments was entitled to receive payments from KD I based on 10 % of the gross receipts from KD I’s sales of single-family residential lots in Increment I. The last two single-family lots of the 80 lots developed within Increment I were sold in the quarter ended March 31, 2024.
Under the terms of the Increment II agreement with KD II, Kaupulehu Developments is entitled to 15 % of the distributions of KD II, the cost of which is to be solely borne by KDK out of its 55 % ownership interest in KD II, plus a priority payout of 10 % of KDK’s cumulative net profits derived from Increment II sales subsequent to Phase 2A, up to a maximum of $3,000,000 as to the priority payout. Such interests are limited to distributions or net profits interests and Barnwell does not have any partnership interests in KD II or KDK through its interest in Kaupulehu Developments. The arrangement also gives Barnwell rights to three single-family residential lots in Phase 2A of Increment II, and four single-family residential lots in phases subsequent to Phase 2A when such lots are developed by KD II, all at no cost to Barnwell. Barnwell is committed to commence construction of improvements within 90 days of the transfer of the four lots in the phases subsequent to Phase 2A as a condition of the transfer of such lots. Also, in addition to Barnwell’s existing obligations to pay professional fees to certain parties based on percentages of its gross receipts, Kaupulehu Developments is obligated to pay an amount equal to 0.72 % and 0.20 % of the cumulative net profits of KD II to KD Development and a pool of various individuals, respectively, all of whom are partners of KKM and are unrelated to Barnwell, in compensation for the agreement of these parties to admit the new development partner for Increment II. Such compensation will be reflected as the obligation becomes probable and the amount of the obligation can be reasonably estimated.
There is no assurance with regards to any payments in the future from Increment II to be received or that the remaining acreage within Increment II will be developed. No definitive development plans have been made by KD II, the developer of Increment II, as of the date of this report.
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Contracts to Sell Interests in Increment II
In November 2025, Kaupulehu Developments entered into an agreement with Mr. David Johnston, the son of Mr. Terry Johnston, a partner in Kaupulehu Developments, to surrender any and all remaining rights of Kaupulehu Developments for Increment II for the total consideration of $2,000,000 . The purchaser paid an initial $70,000 , which was recognized as revenue during the nine months ended June 30, 2026 as it represented nonrefundable consideration earned upon execution of the agreement. Additionally, the purchaser has the right to extend the closing by up to 2 years by making a $70,000 payment in each of the next 2 years, with those payments applied against the $2,000,000 purchase price. The transaction remains subject to the purchaser's election to proceed and other closing conditions. Because the agreement is subject to substantive contingencies and closing conditions that have not been satisfied, the criteria for revenue recognition under ASC 606 have not been met for the remaining $1,930,000 . Accordingly, no additional revenue has been recognized in the condensed consolidated financial statements.
Also in November 2025, pursuant to a unit purchase agreement, KDK agreed to sell KDK’s interests in Increment II to Mr. David Johnston for $2,109,000 . The unit purchase agreement is subject to due diligence, and there is no certainty that the transaction will close. Furthermore, there is also no assurance on the timing or amounts that the general partner of KDK would distribute upon a closing. There are substantive contingencies and closing conditions that have not been satisfied, therefore the criteria for revenue recognition has not been met, and no revenue has been recognized in the condensed consolidated financial statements.
On July 31, 2026, Barnwell Hawaiian Properties, Inc., a Delaware corporation and a subsidiary of the Company (“BHP”), together with Kaupulehu Developments, entered into a Purchase and Sale Agreement (the “PSA”) with Mr. David Johnston, as purchaser. BHP and Kaupulehu Developments are each severally, and not jointly, sellers under the PSA (together, the “Sellers”). Under the Purchase Agreement, the Sellers agreed to sell to Mr. Johnston at closing: (i) BHP’s 34.45 % limited partner interest in KKM and BHP’s 75 % general partner interest in KD Kona (together, the “Partner Interests”); (ii) Kaupulehu Developments’ rights in KD II and Increment II under a Retained Rights Agreement dated March 7, 2019; and (iii) Kaupulehu Developments’ rights under an Agreement to Terminate Project Rights dated November 17, 2025 between Mr. Johnston and Kaupulehu Developments. The aggregate purchase price is $1,770,000 in cash, payable at closing, allocated $770,000 to the Partner Interests and $1,000,000 to the remaining rights described above. After giving effect to the minority interest held by Cambridge Hawaii LP in Kaupulehu Developments, net consideration to the Company is estimated at approximately $1,550,000 , and a pre-closing distribution of $500,000 by KKM to its partners is expected to result in a further distribution of approximately $160,000 to the Company. Closing is expected to occur on or before September 15, 2026, subject to customary closing conditions, including the accuracy of the parties’ representations and warranties, the absence of any restraining proceeding, the KKM distribution described above, and the absence of a material adverse change with respect to KKM or KD Kona. Either party may terminate the PSA if a condition to its obligation to close is not satisfied or waived, or if closing has not occurred within five business days after the closing date, subject to certain exceptions. The Sellers’ representations and warranties are limited and survive for six months after closing, and each Seller’s aggregate liability is capped at 10 % of the purchase price allocated to the assets it sold, subject to a $25,000 claim threshold, in each case other than for actual fraud. The PSA is governed by Hawaii law. Upon closing, the Company expects to achieve a complete exit from all of its known remaining Hawaii real estate-related interests, subject to minimal administrative winding up activities, although there can be no assurance that the closing will occur on the anticipated timeline or at all. See Note 20 “Subsequent Events” for additional information.
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Investment in Leasehold Land Interest - Lot 4C
Kaupulehu Developments held an interest in an area of approximately 1,000 acres of vacant leasehold land zoned conservation located adjacent to Lot 4A, which currently has no development potential without both a development agreement with the lessor and zoning reclassification. The lease expired by its terms in December 2025.
7. OIL AND NATURAL GAS PROPERTIES AND ASSET RETIREMENT OBLIGATIONS
Oil and Natural Gas Property Dispositions
There were no 282,000 of proceeds from the sale of oil and natural gas properties included in the Condensed Consolidated Statement of Cash Flows for the nine months ended June 30, 2025 represents proceeds that were credited to our cash in October 2024 from a sale of properties that closed in late September 2024.
On August 8, 2025, Barnwell entered into an agreement with an independent third party to sell all of its working interests in its U.S. oil and natural gas assets for a sales price of $2,300,000 . The sales price per the agreement was adjusted for customary purchase price adjustments to reflect the economic activity from the effective date of July 1, 2025 to the closing date August 8, 2025. The U.S. oil and natural gas assets were located in the states of Texas and Oklahoma and were owned by wholly-owned subsidiaries of Barnwell. As a result of the sale, the Company no longer owns any oil and natural gas assets in the U.S., however, the Company will continue to explore for oil and natural gas opportunities in the U.S.
On August 28, 2025, Barnwell entered into and completed a purchase and sale agreement with an independent third party and sold its interests in certain oil and natural gas properties located in the Medicine River area of Alberta, Canada. The sales price per the agreement was adjusted for customary purchase price adjustments to $288,000 in order to, among other things, reflect an economic closing date of September 30, 2025. The final determination of the customary adjustments to the purchase price has not yet been made; however, it is not expected to result in a material adjustment. The proceeds were credited to the full cost pool, with no gain or loss recognized, as the sale did not result in a significant alteration of the relationship between capitalized costs and proved reserves.
Impairment of Oil and Natural Gas Properties
Under the full cost method of accounting, the Company performs quarterly oil and natural gas ceiling test calculations. Changes in the 12-month rolling average first-day-of-the-month prices for oil, natural gas and natural gas liquids prices (except where prices are defined by contractual arrangements), the value of reserve additions as compared to the amount of capital expenditures to obtain them, and changes in production rates and estimated levels of reserves, future development costs and the market value of unproved properties, impact the determination of the maximum carrying value of oil and natural gas properties.
During the three and nine months ended June 30, 2026, there were no impairments. During the three and nine months ended June 30, 2025, the Company incurred non-cash impairments for its U.S. operations oil and natural gas properties of $200,000 and $865,000 , respectively.
17
Asset Retirement Obligations
In 2021, the Company entered into an agreement with Canada’s Orphan Well Association (“OWA”), where the Company was required to pay abandonment and reclamation costs for certain properties in advance through two cash deposits, one for abandonment and one for reclamation. Barnwell has provided $975,000 in cumulative cash deposits to the OWA since the program began in the fall of 2021, and any amount remaining after completion of the abandonments was to be refunded to the Company, and then upon commencement of the reclamation program a new deposit was to be made for those estimated costs. To date, the excess deposits that relate to abandonment work have not yet been refunded but have been used to fund the reclamation part of the program and the Company now estimates that a portion of the unused deposit will instead be applied to future reclamation work over the next several years. The estimated current portion of the unused deposit was $170,000 and $173,000 at June 30, 2026 and September 30, 2025, respectively, and is included in “Other current assets” on the Company’s Condensed Consolidated Balance Sheets. The non-current portion of the unused deposit of $218,000 along with $92,000 of non-current receivables at June 30, 2026, is included in “Other non-current assets” on the Company’s Condensed Consolidated Balance Sheets (September 30, 2025 - $222,000 and $61,000 , respectively).
8. RETIREMENT PLANS
Barnwell sponsors a noncontributory defined benefit pension plan (“Pension Plan”) covering substantially all of its U.S. employees and a noncontributory Supplemental Executive Retirement Plan (“SERP”), which covers certain current and former employees of Barnwell for amounts exceeding the limits allowed under the Pension Plan. Effective December 31, 2019, the accrual of benefits for all participants in the Pension Plan and SERP was frozen and the plans were closed to new participants from that point forward.
The following tables detail the components of net periodic benefit (income) cost for Barnwell’s retirement plans:
| Pension Plan | SERP | ||||||||||||||||||||||
| Three months ended June 30, | |||||||||||||||||||||||
| 2026 | 2025 | 2026 | 2025 | ||||||||||||||||||||
| Interest cost | $ | $ | $ | $ | |||||||||||||||||||
| Expected return on plan assets | ( | ( | |||||||||||||||||||||
| Amortization of net actuarial gain | ( | ||||||||||||||||||||||
| Net periodic benefit (income) cost | $ | ( | $ | ( | $ | $ | |||||||||||||||||
| Pension Plan | SERP | ||||||||||||||||||||||
| Nine months ended June 30, | |||||||||||||||||||||||
| 2026 | 2025 | 2026 | 2025 | ||||||||||||||||||||
| Interest cost | $ | $ | $ | $ | |||||||||||||||||||
| Expected return on plan assets | ( | ( | |||||||||||||||||||||
| Amortization of net actuarial gain | ( | ||||||||||||||||||||||
| Net periodic benefit (income) cost | $ | ( | $ | ( | $ | $ | |||||||||||||||||
18
The net periodic benefit (income) cost is included in “General and administrative” expenses in the Company's Condensed Consolidated Statements of Operations.
Currently, no contributions are planned to be made to the Pension Plan during fiscal 2026. The SERP plan is unfunded and Barnwell funds benefits when payments are made. Expected payments under the SERP for fiscal 2026 are expected to be $261,000 . Fluctuations in actual equity market returns as well as changes in general interest rates will result in changes in the market value of plan assets and may result in increased or decreased retirement benefits costs and contributions in future periods.
A portion of the Pension Plan’s investments is in publicly traded stocks, one of which is Barnwell’s common stock. At June 30, 2026 and September 30, 2025, the Pension Plan held 676,296 and 666,077 shares, respectively, of Barnwell common stock (see Note 18 for additional details).
9. INCOME TAXES
The components of loss from continuing operations before income taxes, after adjusting the loss for non-controlling interests, are as follows:
| Three months ended June 30, | Nine months ended June 30, | ||||||||||||||||||||||
| 2026 | 2025 | 2026 | 2025 | ||||||||||||||||||||
| United States | $ | ( | $ | ( | $ | ( | $ | ( | |||||||||||||||
| Canada | ( | ( | ( | ||||||||||||||||||||
| $ | ( | $ | ( | $ | ( | $ | ( | ||||||||||||||||
The components of the income tax (benefit) provision from continuing operations are as follows:
| Three months ended June 30, | Nine months ended June 30, | ||||||||||||||||||||||
| 2026 | 2025 | 2026 | 2025 | ||||||||||||||||||||
| Current | $ | $ | ( | $ | $ | ||||||||||||||||||
| Deferred | ( | ( | |||||||||||||||||||||
| $ | $ | ( | $ | $ | |||||||||||||||||||
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10. SEGMENT INFORMATION
As disclosed in Note 3 “Discontinued Operations,” on March 14, 2025, the Company completed the sale of Water Resources, which represented the Company’s contract drilling segment. The financial results of the Company’s contract drilling business have been presented as discontinued operations and therefore are excluded from segment reporting. Accordingly, Barnwell’s continuing operations include the following two
Oil and Natural Gas Segment - Barnwell engages in oil and natural gas development, production, acquisitions and sales in Canada. Additionally, through its wholly-owned subsidiaries, Barnwell was, until August 8, 2025, involved in several non-operated oil and natural gas investments in Oklahoma and Texas.
Land Investment Segment - Barnwell owns leasehold land interests in Hawaii.
20
The following table presents certain financial information related to Barnwell’s reporting segments. All revenues reported are from external customers with no intersegment sales or transfers.
| Three months ended June 30, | Nine months ended June 30, | ||||||||||||||||||||||
| 2026 | 2025 | 2026 | 2025 | ||||||||||||||||||||
| Revenues: | |||||||||||||||||||||||
| Oil and natural gas | $ | $ | $ | $ | |||||||||||||||||||
| Land investment | |||||||||||||||||||||||
| Other | |||||||||||||||||||||||
| Total before interest income | |||||||||||||||||||||||
| Interest income | |||||||||||||||||||||||
| Total revenues | $ | $ | $ | $ | |||||||||||||||||||
| Cost and expenses: | |||||||||||||||||||||||
| Oil and natural gas | $ | $ | $ | $ | |||||||||||||||||||
| Depletion, depreciation, and amortization: | |||||||||||||||||||||||
| Oil and natural gas | $ | $ | $ | $ | |||||||||||||||||||
| Other | |||||||||||||||||||||||
| Total depletion, depreciation, and amortization | $ | $ | $ | $ | |||||||||||||||||||
| Impairment: | |||||||||||||||||||||||
| Oil and natural gas | $ | $ | $ | $ | |||||||||||||||||||
| Operating profit (before general and administrative expenses): | |||||||||||||||||||||||
| Oil and natural gas | $ | $ | $ | $ | |||||||||||||||||||
| Land investment | |||||||||||||||||||||||
| Other | |||||||||||||||||||||||
| Total operating profit | |||||||||||||||||||||||
| Equity in income of affiliates: | |||||||||||||||||||||||
| Land investment | |||||||||||||||||||||||
| General and administrative expenses | ( | ( | ( | ( | |||||||||||||||||||
| Foreign currency gain (loss) | ( | ( | ( | ||||||||||||||||||||
| Interest expense | ( | ( | ( | ( | |||||||||||||||||||
| Interest income | |||||||||||||||||||||||
| Loss from continuing operations before income taxes | $ | ( | $ | ( | $ | ( | $ | ( | |||||||||||||||
Capital Expenditures:
| Nine months ended June 30, | |||||||||||
| 2026 | 2025 | ||||||||||
| Oil and natural gas | $ | $ | |||||||||
| Other | |||||||||||
| Total | $ | $ | |||||||||
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Oil and natural gas capital expenditures include acquisitions as well as changes to capitalized asset retirement obligations, including revisions of asset retirement obligations (see Note 7 for additional details).
Assets By Segment:
| June 30, 2026 | September 30, 2025 | ||||||||||
Oil and natural gas (1) | |||||||||||
| Canada | $ | $ | |||||||||
| Other: | |||||||||||
| Cash and cash equivalents | |||||||||||
| Asset for retirement benefits | |||||||||||
| Corporate and other | |||||||||||
| Total | $ | $ | |||||||||
______________
(1) Primarily located in the province of Alberta, Canada.
Long-Lived Assets By Geographic Area:
| June 30, 2026 | September 30, 2025 | ||||||||||
| United States | $ | $ | |||||||||
| Canada | |||||||||||
| Total | $ | $ | |||||||||
Revenue By Geographic Area:
| Three months ended June 30, | Nine months ended June 30, | ||||||||||||||||||||||
| 2026 | 2025 | 2026 | 2025 | ||||||||||||||||||||
| United States | $ | $ | $ | $ | |||||||||||||||||||
| Canada | |||||||||||||||||||||||
| Total (before interest income) | $ | $ | $ | $ | |||||||||||||||||||
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11. REVENUE FROM CONTRACTS WITH CUSTOMERS
Disaggregation of Revenue
| Three months ended June 30, 2026 | ||||||||||||||||||||||||||||||||
| Oil and natural gas | Land investment | Other | Total | |||||||||||||||||||||||||||||
| Revenue streams: | ||||||||||||||||||||||||||||||||
| Oil | $ | $ | $ | $ | ||||||||||||||||||||||||||||
| Natural gas | ||||||||||||||||||||||||||||||||
| Natural gas liquids | ||||||||||||||||||||||||||||||||
| Other | ||||||||||||||||||||||||||||||||
| Total revenues before interest income | $ | $ | $ | $ | ||||||||||||||||||||||||||||
| Geographical regions: | ||||||||||||||||||||||||||||||||
| United States | $ | $ | $ | $ | ||||||||||||||||||||||||||||
| Canada | ||||||||||||||||||||||||||||||||
| Total revenues before interest income | $ | $ | $ | $ | ||||||||||||||||||||||||||||
| Timing of revenue recognition: | ||||||||||||||||||||||||||||||||
| Goods transferred at a point in time | $ | $ | $ | $ | ||||||||||||||||||||||||||||
| Three months ended June 30, 2025 | ||||||||||||||||||||||||||||||||
| Oil and natural gas | Land investment | Other | Total | |||||||||||||||||||||||||||||
| Revenue streams: | ||||||||||||||||||||||||||||||||
| Oil | $ | $ | $ | $ | ||||||||||||||||||||||||||||
| Natural gas | ||||||||||||||||||||||||||||||||
| Natural gas liquids | ||||||||||||||||||||||||||||||||
| Other | ||||||||||||||||||||||||||||||||
| Total revenues before interest income | $ | $ | $ | $ | ||||||||||||||||||||||||||||
| Geographical regions: | ||||||||||||||||||||||||||||||||
| United States | $ | $ | $ | $ | ||||||||||||||||||||||||||||
| Canada | ||||||||||||||||||||||||||||||||
| Total revenues before interest income | $ | $ | $ | $ | ||||||||||||||||||||||||||||
| Timing of revenue recognition: | ||||||||||||||||||||||||||||||||
| Goods transferred at a point in time | $ | $ | $ | $ | ||||||||||||||||||||||||||||
23
| Nine months ended June 30, 2026 | ||||||||||||||||||||||||||||||||
| Oil and natural gas | Land investment | Other | Total | |||||||||||||||||||||||||||||
| Revenue streams: | ||||||||||||||||||||||||||||||||
| Oil | $ | $ | $ | $ | ||||||||||||||||||||||||||||
| Natural gas | ||||||||||||||||||||||||||||||||
| Natural gas liquids | ||||||||||||||||||||||||||||||||
| Other | ||||||||||||||||||||||||||||||||
| Total revenues before interest income | $ | $ | $ | $ | ||||||||||||||||||||||||||||
| Geographical regions: | ||||||||||||||||||||||||||||||||
| United States | $ | $ | $ | $ | ||||||||||||||||||||||||||||
| Canada | ||||||||||||||||||||||||||||||||
| Total revenues before interest income | $ | $ | $ | $ | ||||||||||||||||||||||||||||
| Timing of revenue recognition: | ||||||||||||||||||||||||||||||||
| Goods transferred at a point in time | $ | $ | $ | $ | ||||||||||||||||||||||||||||
| Nine months ended June 30, 2025 | ||||||||||||||||||||||||||||||||
| Oil and natural gas | Land investment | Other | Total | |||||||||||||||||||||||||||||
| Revenue streams: | ||||||||||||||||||||||||||||||||
| Oil | $ | $ | $ | $ | ||||||||||||||||||||||||||||
| Natural gas | ||||||||||||||||||||||||||||||||
| Natural gas liquids | ||||||||||||||||||||||||||||||||
| Contingent residual payments | ||||||||||||||||||||||||||||||||
| Other | ||||||||||||||||||||||||||||||||
| Total revenues before interest income | $ | $ | $ | $ | ||||||||||||||||||||||||||||
| Geographical regions: | ||||||||||||||||||||||||||||||||
| United States | $ | $ | $ | $ | ||||||||||||||||||||||||||||
| Canada | ||||||||||||||||||||||||||||||||
| Total revenues before interest income | $ | $ | $ | $ | ||||||||||||||||||||||||||||
| Timing of revenue recognition: | ||||||||||||||||||||||||||||||||
| Goods transferred at a point in time | $ | $ | $ | $ | ||||||||||||||||||||||||||||
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Contract Balances
| June 30, 2026 | September 30, 2025 | ||||||||||||||||
| Accounts receivables from contracts with customers | $ | $ | |||||||||||||||
12. ACCUMULATED OTHER COMPREHENSIVE INCOME
The changes in each component of accumulated other comprehensive income were as follows:
| Three months ended June 30, | Nine months ended June 30, | ||||||||||||||||||||||
| 2026 | 2025 | 2026 | 2025 | ||||||||||||||||||||
| Foreign currency translation: | |||||||||||||||||||||||
| Beginning accumulated foreign currency translation | $ | $ | $ | $ | |||||||||||||||||||
| Change in cumulative translation adjustment | ( | ||||||||||||||||||||||
| Net current period other comprehensive income (loss) | ( | ||||||||||||||||||||||
| Ending accumulated foreign currency translation | |||||||||||||||||||||||
| Retirement plans: | |||||||||||||||||||||||
| Beginning and ending accumulated retirement plans benefit income | |||||||||||||||||||||||
| Accumulated other comprehensive income, net of taxes | $ | $ | $ | $ | |||||||||||||||||||
The amortization of net actuarial gain for the retirement plans are included in the computation of net periodic benefit (income) cost which is a component of “General and administrative” expenses on the accompanying Condensed Consolidated Statements of Operations (see Note 8 for additional details).
13. FAIR VALUE MEASUREMENTS
The carrying values of cash and cash equivalents, accounts and other receivables, note receivable, accounts payable and accrued current liabilities approximate their fair values due to the short-term nature of the instruments.
Assets and Liabilities Measured at Fair Value on a Nonrecurring Basis
The estimated fair values of oil and natural gas properties and the asset retirement obligation incurred in the drilling of oil and natural gas wells or assumed in the acquisitions of additional oil and natural gas working interests are based on an estimated discounted cash flow model and market assumptions. The assumptions used in the calculation of estimated discounted cash flows were primarily Level 3 assumptions; assumptions included future commodity prices, projections of estimated quantities of oil and natural gas reserves, expectations for timing and amount of future development, operating and asset retirement costs, projections of future rates of production, expected recovery rates and risk adjusted discount rates.
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Barnwell estimates the fair value of asset retirement obligations based on the projected discounted future cash outflows required to settle abandonment and restoration liabilities. Such an estimate requires assumptions and judgments regarding the existence of liabilities, the amount and timing of cash outflows required to settle the liability, what constitutes adequate restoration, inflation factors, credit adjusted discount rates, and consideration of changes in legal, regulatory, environmental and political environments. Abandonment and restoration cost estimates are determined in conjunction with Barnwell’s reserve engineers based on historical information regarding costs incurred to abandon and restore similar well sites, information regarding current market conditions and costs, and knowledge of subject well sites and properties. Asset retirement obligation fair value measurements in the current period were Level 3 fair value measurements.
14. DEBT
Insurance Premium Financing
In March 2025, the Company entered into a short-term financing agreement with a third-party to finance the Company’s directors and officers insurance premium in the amount of $183,000 , with a term of 11 months and an annual interest rate of 9.4 %. The Company made a down payment of $15,000 and was required to make monthly principal and interest payments of $16,000 over the term of the agreement, which was set to mature in February 2026. The insurance premium financing was repaid in full in September 2025. As at June 30, 2026 and September 30, 2025, the Company has no
15. STOCKHOLDERS' EQUITY
Private Placement Offering
On November 24, 2025, the Company entered into a securities purchase agreement (the “Securities Purchase Agreement”) with certain investors (the “Purchasers”), including certain members of the Board of Directors of the Company pursuant to which the Company agreed to issue and sell an aggregate of: (i) 2,221,141 shares of its common stock, and (ii) warrants (the “Common Warrants”) to purchase up to 1,029,104 shares of the Company's common stock (the “Warrant Shares”) in a private placement offering of the Company’s securities (the “Offering”). The directors of the Company participating as Purchasers in the Offering and certain other Purchasers did not receive any Common Warrants. The Offering closed on November 28, 2025 (the “Closing Date”) and the gross proceeds received from the Offering were approximately $2,443,000 . Net proceeds from the offering were $2,408,000 , with $35,000 issuance costs incurred to register for resale such common stock and Warrant Shares.
The price of the shares of common stock sold in the private placement was $1.10 per share. The Common Warrants have an exercise price of $1.65 per share, can be exercised starting one hundred eighty (180 ) days following the date of closing of the Offering (the “Initial Exercise Date”) and will be exercisable for three years following the Initial Exercise Date. The Company estimated the fair value of a Common Warrant on the grant date to be $0.30 , totaling an aggregate of $309,000 , using a Black-Scholes model. The Company allocated $4,000 of issuance costs to the Common Warrants, resulting in a net Common Warrant value of $305,000 .
In connection with the transaction, and conditioned upon the closing of the Offering, one of the Purchasers, Mr. Bradley L. Radoff, had the right to appoint a director to the Company’s board of directors (the "Board"). Accordingly, the Company has appointed Mr. Radoff’s designee, Mr. Joshua E. Schechter, to the Board, effective November 28, 2025, to serve until the Company’s next annual meeting of stockholders.
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The Company filed a registration statement on Form S-3 (File No. 333-292684) with the Securities and Exchange Commission (the "SEC") on January 12, 2026 ("January 2026 Registration Statement"), which was declared effective on January 30, 2026. The registration statement includes a resale prospectus covering up to 3,250,245 shares of the Company’s common stock issued or issuable pursuant to the Securities Purchase Agreement, consisting of 2,221,141 shares of common stock and up to 1,029,104 Warrant Shares, which may be offered from time to time by the selling stockholders named therein.
At-the-Market Equity Offering Program
The aforementioned January 2026 Registration Statement also included a "shelf prospectus" pursuant to which the Company may offer and sell up to $50,000,000 in securities, in aggregate. On February 25, 2026, the Company entered into a sales agreement (the "Sales Agreement") with Roth Capital Partners, LLC (the "Sales Agent"), relating to the shares of our common stock, par value $0.50 per share, under which the Company may, from time to time, sell shares of the Company’s common stock having an aggregate offering price of up to $50,000,000 in “at the market” offerings through or to the Sales Agent. Due to the offering limitations applicable to the Company under General Instruction I.B.6. of Form S-3 and the Company's public float as calculated in accordance therewith as of February 25, 2026, the Company agreed to limit the issuance and sales of securities under this facility to $3,200,000 worth of shares of common stock.
On April 9, 2026, pursuant to SEC Rule 424(b)(5), the Company filed a prospectus supplement amending and supplementing its prospectus supplement dated January 30, 2026 under Form S-3. This prospectus supplement increased the limit on the issuance and sales of securities under its Sales Agreement with the Sales Agent to $4,298,000 .
During the three months ended June 30, 2026, the Company issued and sold an aggregate of 884,093 shares under the Sales Agreement. Gross proceeds totaled $1,164,000 , reflecting an average gross sales price of $1.32 per share. Net proceeds totaled $1,017,000 , with $29,000 in commissions and $118,000 in fees associated with issuance costs, including legal and accounting costs.
During the nine months ended June 30, 2026, the Company issued and sold an aggregate of 1,810,496 shares under the Sales Agreement. Gross proceeds totaled $2,297,000 , reflecting an average gross sales price of $1.27 per share. Net proceeds totaled $1,973,000 , with $57,000 in commissions and $267,000 in fees associated with issuance costs, including legal and accounting costs.
Common Stock Issued for Services
On October 27, 2025, Barnwell Industries, Inc. appointed Philip Patman, Jr. as the Company’s Executive Vice President Finance and in connection with Mr. Patman’s appointment, the Company entered into an executive employment agreement with Mr. Patman, dated, and effective, as of October 27, 2025 (the “Employment Agreement”). Pursuant to the terms of the Employment Agreement, on October 27, 2025, Mr. Patman received a stock award of 83,207 shares of the Company’s common stock. The fair value of the share on grant date were $101,000 ($1.21 per share using the closing price of the Company’s common stock on October 27, 2025).
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Stock Options
On October 27, 2025, the Board of the Company issued 185,000 incentive stock options to Mr. Patman, dated, and effective, as of October 27, 2025 under the Employment Agreement, vesting according to the following schedule: 34 % of the total on October 27, 2026; 33 % of the total on October 27, 2027; and 33 % of the total on October 27, 2028. The stock option has a term of ten years and an exercise price of $1.21 per share (the closing price of the Company’s common stock on October 27, 2025).
The following assumptions were used in estimating the fair value for equity-classified stock options granted on October 27, 2025:
| Number of shares | |||||
| Expected volatility | |||||
| Expected dividends | |||||
| Expected term (in years) | |||||
| Risk-free interest rate | |||||
| Expected forfeitures | |||||
| Fair value per share | $ | ||||
The application of alternative assumptions could produce significantly different estimates of the fair value of share-based compensation, and consequently, the related costs reported in the “General and administrative” expenses in the Condensed Consolidated Statements of Operations.
The following table summarizes Barnwell’s equity-classified stock options activity from October 1, 2025 through June 30, 2026:
| Options | Shares | Weighted- Average Exercise Price | Weighted- Average Remaining Contractual Term | Aggregate Intrinsic Value | |||||||||||||||||||
Outstanding at October 1, 2025 | $ | ||||||||||||||||||||||
| Granted | |||||||||||||||||||||||
| Exercised | |||||||||||||||||||||||
| Expired/Forfeited | ( | ||||||||||||||||||||||
Outstanding at June 30, 2026 | $ | $ | |||||||||||||||||||||
Exercisable at June 30, 2026 | $ | $ | |||||||||||||||||||||
Compensation cost for stock option awards is measured at the grant date based on the fair value of the award and is recognized as an expense over the requisite service period. During the three and nine months ended June 30, 2026, the Company recognized share-based compensation expense related to stock options of $21,000 and $56,000 , respectively. There was no 78,000 (nil - September 30, 2025).
Restricted Stock Units
On October 8, 2025, the Board granted a total of 133,335 restricted stock units to the independent
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directors of the Board as partial payment of director fees for their service as members of the Board. The restricted stock units vest ratably over a three-year period, subject to the director’s continued service through the applicable vesting dates.
On October 27, 2025, the Board granted a total of 83,208 restricted stock unit awards pursuant to the Employment Agreement, vesting according to the following schedule: 34 % of the total on October 27, 2026; 33 % of the total on October 27, 2027; and 33 % of the total on October 27, 2028, subject to the director’s continued service through the applicable vesting dates.
On December 3, 2025, the Board granted a total of 43,860 restricted stock units to the appointed independent director of the Board as partial payment of director fees for his service as a member of the Board. The restricted stock units vest ratably over a three-year period, subject to the director’s continued service through the applicable vesting dates.
On December 10, 2025, the Board granted a total of 28,038 restricted stock units to an officer and several directors of the Board as partial payment of compensation for their service as an officer and members of the Board. The restricted stock units vest over a one year period, subject to the person's continued service through the applicable vesting dates.
On January 26, 2026, the Board granted a total of 75,000 shares of restricted stock to an independent consultant as payment for consulting services rendered to the Company. The restricted shares vest in equal monthly installments over a one‑year period beginning in January 2026, subject to the consultant’s continued service through the applicable vesting dates.
The following table summarizes Barnwell’s restricted stock unit activity from October 1, 2025 through June 30, 2026:
| Restricted Stock Units | Shares | Weighted-Average Grant Date Fair Value | ||||||||||||
Nonvested at October 1, 2025 | $ | |||||||||||||
| Granted | ||||||||||||||
| Vested | ( | |||||||||||||
| Forfeited | ||||||||||||||
Nonvested at June 30, 2026 | $ | |||||||||||||
Compensation cost for restricted stock unit awards is measured at fair value and is recognized as an expense over the requisite service period. During the three and nine months ended June 30, 2026, the Company recognized share-based compensation expense related to restricted stock units of $104,000 and $291,000 , respectively. During the three and nine months ended June 30, 2025, the Company recognized share-based compensation expense related to restricted stock units of $18,000 and $147,000 , respectively. As of June 30, 2026, the total remaining unrecognized compensation cost related to nonvested restricted stock units was $303,000 , which is expected to be recognized over the weighted-average remaining requisite service period of 1.1 years.
Limited-Duration Shareholder Rights Plan
On January 26, 2026, the Company’s then-existing shareholder rights plan expired in accordance
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with its terms.
As of January 30, 2026, the Company adopted a new shareholder rights plan (“Rights Plan”) by entering into a Rights Agreement (the “Rights Agreement”), dated as of January 30, 2026, between the Company and Broadridge Corporate Issuer Solutions, LLC, as rights agent. Pursuant to the Rights Plan, the Board authorized and declared a dividend distribution of one right (each, a “Right”) for each outstanding share of common stock, payable to holders of record as of the close of business on February 13, 2026.
Under the Rights Agreement, each outstanding share of common stock carries one preferred share purchase right. Subject to certain exceptions, the Rights become exercisable if a person or group acquires beneficial ownership of 20 % or more of the Company’s outstanding common stock. Shareholders who beneficially owned 20 % or more of the Company’s outstanding common stock as of the adoption date of the Rights Plan will not trigger the Rights Plan unless they acquire beneficial ownership of additional shares representing more than 0.25 % of the Company’s outstanding common stock, subject to certain exceptions. The Rights Plan expired on July 29, 2026.
The preceding description of the Rights Agreement is qualified in its entirety by reference to the full text of the Rights Agreement, a copy of which has been filed as Exhibit 4.1 to the Company’s Current Report on Form 8-K that was filed with the SEC on January 30, 2026.
2018 Equity Incentive Plan
On June 29, 2026 Barnwell’s stockholders approved an amendment to the Company’s 2018 Equity Incentive Plan (the "2018 Plan") to increase the total number of shares of stock authorized for awards granted under the 2018 Plan from 1,600,000 to 3,080,000 shares, in addition to other amendments.
16. CONTINGENCIES
Legal and Regulatory Matters
Barnwell is routinely involved in disputes with third parties that occasionally require litigation. In addition, Barnwell is required to maintain compliance with all current governmental controls and regulations in the ordinary course of business. Barnwell’s management is not aware of any claims or litigation involving Barnwell that are likely to have a material adverse effect on its results of operations, financial position or liquidity. In this connection, the shareholder consent solicitation and proxy contest litigation previously disclosed by Barnwell was resolved in the Company's favor in May 2025, and there was no appeal.
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17. INFORMATION RELATING TO THE CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
| Nine months ended June 30, | |||||||||||
| 2026 | 2025 | ||||||||||
| Supplemental disclosure of cash flow information: | |||||||||||
| Cash paid during the period for: | |||||||||||
| Interest | $ | $ | |||||||||
| Income taxes, net of refunds | $ | $ | |||||||||
| Supplemental disclosure of non-cash financing activities: | |||||||||||
| Prepaid insurance funded directly by short-term premium financing borrowing | $ | $ | |||||||||
Capital expenditure accruals related to oil and natural gas exploration and development decreased $137,000 and $2,187,000 during the nine months ended June 30, 2026 and 2025, respectively. Additionally, capital expenditure accruals related to oil and natural gas asset retirement obligations increased nil and $164,000 during the nine months ended June 30, 2026 and 2025, respectively.
18. RELATED PARTY TRANSACTIONS
Kaupulehu Developments is entitled to receive payments from the sales of lots and/or residential units by KD I and KD II. KD I and KD II are part of the Kukio Resort Land Development Partnerships in which Barnwell holds indirect 19.6 % and 10.8 % non-controlling ownership interests, respectively, accounted for under the equity method of investment. The percentage of sales payments are part of transactions which took place in 2004 and 2006 where Kaupulehu Developments sold its leasehold interests in Increment I and Increment II to KD I's and KD II's predecessors in interest, respectively, which was prior to Barnwell’s affiliation with KD I and KD II which commenced on November 27, 2013, the acquisition date of our ownership interest in the Kukio Resort Land Development Partnerships. Changes to the arrangement above, effective March 7, 2019, are discussed in Note 6.
Barnwell Pension Plan
Effective June 2025, the Pension Plan owned more than 5 % of the Company's common shares outstanding. On July 3, 2025, the Barnwell Industries, Inc. Employees’ Pension Plan Trust filed a Schedule 13D with the Securities and Exchange Commission, reporting beneficial ownership of 520,350 shares of Barnwell common stock representing more than 5 % of the Company’s common shares outstanding. As of September 30, 2025, the Pension Plan held 666,077 shares of Barnwell common stock. As of June 30, 2026, the Pension Plan held 676,296 shares of Barnwell common stock. All the shares purchased by the Pension Plan were made on the open market through a brokerage account.
Account payable - related parties
During fiscal year 2025, a Special Committee of the Board of the Company engaged Skadden, Arps, Slate, Meagher & Flom LLP (“Skadden”) to provide legal services related to various governance matters, including proxy and consent solicitations and related litigation involving a significant stockholder. A partner of Skadden who advised the Company is the brother of a member of the Board.
The Company incurred $871,000 of legal fees with Skadden during fiscal year 2025. These amounts were fully recognized as legal expenses in the Company’s consolidated statements of operations in the periods in which the services were rendered. The identified matter relates solely to the classification
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of the related payable on the balance sheet and the omission of related‑party disclosure in previously issued financial statements.
During the quarter ended March 31, 2026, the Company corrected the classification of the related payable to accounts payable - related parties and included the required related‑party disclosures. This correction had no impact on the Company’s consolidated statements of operations, cash flows, or previously reported net income for any period presented.
At June 30, 2026, the Company had nil of accounts payable due to Skadden. At September 30, 2025, the Company had $246,000 of accounts payable due to Skadden, which is classified as "Accounts payable - related party" in the accompanying Condensed Consolidated Balance Sheets.
19. REVISION OF PREVIOUSLY ISSUED FINANCIAL STATEMENTS
The Company identified certain errors in its previously issued September 30, 2025 consolidated balance sheet related to the presentation and disclosure of legal fees related to various governance matters, including proxy and consent solicitations and related litigation involving a significant stockholder. A partner of Skadden engaged by the Company was an immediate family member of a member of the Board.
Management evaluated these errors in accordance with SEC Staff Accounting Bulletin Number 99, Materiality (“SAB 99”), which is since codified in Accounting Standards Codification 250, Accounting Changes and Error Corrections (“ASC 250”).
The Company performed a quantitative and qualitative assessment of the errors and determined that the errors did not have a material impact to previously issued financial statements. These amounts were fully recognized as legal expenses in the Company’s consolidated statements of operations in the periods in which the services were rendered. The identified matter relates solely to the classification of the related-party payable on the balance sheets and statements of cash flows and the omission of related‑party disclosure in previously issued financial statements. Management noted that the presentation and disclosure errors identified resulted in a net zero impact to total operating costs and expenses, income from operations, or net income. Therefore, these immaterial errors have been corrected in the current period in accordance with the guidance under SAB 99 and ASC 250.
The unaudited condensed balance sheet at September 30, 2025 has been revised to correct the errors described above in accordance with SEC SAB Topic 1.M, as codified in ASC 250.
20. SUBSEQUENT EVENTS
On July 29, 2026, the Company's Limited-Duration Shareholder Rights Plan expired.
On July 31, 2026, BHP and Kaupulehu Developments entered into a Purchase and Sale Agreement with Mr. David Johnston to sell substantially all of the Company’s remaining Hawaii real estate-related interests, including BHP’s interests in KKM and KD Kona and Kaupulehu Developments’ rights in KD II and Increment II, for an aggregate purchase price of $1,770,000 in cash, subject to customary closing conditions expected to be satisfied on or before September 15, 2026. See Note 6 “Investments” for additional information regarding this transaction.
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ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
Cautionary Statement Relevant to Forward-Looking Information
For the Purpose Of “Safe Harbor” Provisions Of The
Private Securities Litigation Reform Act of 1995
This Form 10-Q contains “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995 ("PSLRA"). A forward-looking statement is one which is based on current expectations of future events or conditions and does not relate to historical or current facts. These statements include various estimates, forecasts, projections of Barnwell’s future performance, statements of Barnwell’s plans and objectives, and other similar statements. All such statements we make are forward-looking statements made under the safe harbor of the PSLRA, except to the extent such statements relate to the operations of a partnership or limited liability company. Forward-looking statements include phrases such as “expects,” “anticipates,” “intends,” “plans,” “believes,” “predicts,” “estimates,” “assumes,” “projects,” “may,” “will,” “will be,” “should,” or similar expressions. Although Barnwell believes that its current expectations are based on reasonable assumptions, it cannot assure that the expectations contained in such forward-looking statements will be achieved. Forward-looking statements involve risks, uncertainties and assumptions which could cause actual results to differ materially from those contained in such statements. The risks, uncertainties and other factors that might cause actual results to differ materially from Barnwell’s expectations are set forth in the “Forward-Looking Statements” and “Risk Factors” sections of Barnwell’s 2025 Annual Report. Investors should not place undue reliance on these forward-looking statements, as they speak only as of the date of filing of this Form 10-Q, and Barnwell expressly disclaims any obligation or undertaking to publicly release any updates or revisions to any forward-looking statements contained herein.
Critical Accounting Policies and Estimates
Management has determined that our most critical accounting policies and estimates are those related to the full-cost ceiling calculation and depletion of our oil and natural gas properties and the calculation of our income taxes, all of which are discussed in our 2025 Annual Report. There have been no significant changes to these critical accounting policies and estimates during the three and nine months ended June 30, 2026. We continue to monitor our accounting policies to ensure proper application of current rules and regulations.
Current Outlook
Going Concern
The accompanying condensed consolidated financial statements have been prepared on a going concern basis, which contemplates the realization of assets and satisfaction of liabilities in the normal course of business for the twelve-month period following the date of issuance of these condensed consolidated financial statements.
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Overview
As disclosed in Note 3 “Discontinued Operations” to the Condensed Consolidated Financial Statements (unaudited) included in this report, on March 14, 2025, the Company entered into and completed the sale of its wholly-owned subsidiary, Water Resources. Water Resources drilled water wells and installed and repaired water pumping systems in Hawaii and represented our contract drilling segment. As a result of the sale, the Company has classified the related assets and liabilities and the results of its contract drilling business as discontinued operations in the condensed consolidated financial statements for all periods presented.
Accordingly, Barnwell’s continuing operations are engaged in the following lines of business: 1) acquiring, developing, producing and selling oil and natural gas in Canada (oil and natural gas segment) and 2) leasehold land interests in Hawaii (land investment segment).
Oil and Natural Gas Segment
Barnwell is involved in the acquisition and development of oil and natural gas properties in Canada where we initiate and participate in acquisition and developmental operations for oil and natural gas on properties in which we have an interest, and evaluate proposals by third parties with regard to participation in exploratory and developmental operations elsewhere. Additionally, through its wholly-owned subsidiaries, Barnwell was, until August 8, 2025, involved in several non-operated oil and natural gas investments in Oklahoma and Texas.
Land Investment Segment
Through Barnwell’s 77.6% interest in Kaupulehu Developments, 75.0% interest in KD Kona, and 34.45% non-controlling interest in KKM Makai, the Company’s land investment interests include the following:
•The right to receive percentage of sales payments from KD I resulting from the sale of single-family residential lots by KD I, within Increment I of the Kaupulehu Lot 4A area located in the North Kona District of the island of Hawaii. However, in the quarter ended March 31, 2024, the last two remaining single-family lots of the 80 lots developed within Increment I were sold and there are no more lots available for sale in Increment I. Kaupulehu Developments was entitled to receive payments from KD I based on 10% of the gross receipts from KD I’s sales at Increment I.
•The right to receive 15% of the distributions of KD II, the cost of which is to be solely borne by KDK out of its 55% ownership interest in KD II, plus a priority payout of 10% of KDK's cumulative net profits derived from Increment II sales subsequent to Phase 2A, up to a maximum of $3,000,000. Such interests are limited to distributions or net profits interests and Barnwell does not have any partnership interest in KD II or KDK through its interest in Kaupulehu Developments. Barnwell also has rights to three single-family residential lots in Phase 2A of Increment II, and four single-family residential lots in phases subsequent to Phase 2A when such lots are developed by KD II, all at no cost to Barnwell. Barnwell is committed to commence construction of improvements within 90 days of the transfer of the four lots in the phases subsequent to Phase 2A as a condition of the transfer of such lots. Also, in addition to Barnwell's existing obligations to pay professional fees to certain parties based on percentages of its gross receipts, Kaupulehu Developments is also obligated to pay an amount equal to 0.72% and 0.20% of the cumulative net profits of KD II to KD Development, LLC and a pool of various individuals,
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respectively, all of whom are partners of KKM and are unrelated to Barnwell. The remaining acreage within Increment II is not yet under development, and there is no assurance that development of such acreage will in fact occur. No definitive development plans have been made by KD II, the developer of Increment II, as of the date of this report.
•An indirect 19.60% non-controlling ownership interest in KD Kukio Resorts, LLLP, KD Maniniowali, LLLP and KD I and an indirect 10.80% non-controlling ownership interest in KD II through KDK. These entities, collectively referred to hereinafter as the “Kukio Resort Land Development Partnerships,” own certain real estate and development rights interests in the Kukio, Maniniowali and Kaupulehu portions of Kukio Resort, a private residential community on the Kona coast of the island of Hawaii, as well as Kukio Resort’s real estate sales office operations. KDK was the developer of Kaupulehu Lot 4A Increments I and II. The partnerships derive income from the sale of residential parcels in Increment I, which is now completely sold, as well as from commissions on real estate resales by the real estate sales office and revenues resulting from the sale of private club memberships, a few of which remain available for sale.
The Kukio Resort Land Development Partnerships have remaining Increment I obligations to complete project amenities, infrastructure, beautification, and restoration of certain areas and therefore has yet to fully recognize its deferred profit on the Increment I project as a whole. The Increment I deferred profit at June 30, 2026 for the Kukio Resort Land Development Partnerships as a whole was approximately $2,600,000; the recognition of which is dependent upon the completion of the Increment I obligations. The Kukio Resort Land Development Partnerships have accrued estimated costs of these obligations of approximately $1,600,000. The Kukio Resort Land Development Partnerships currently appears to have the ability to fund those obligations but there are no assurances that they can ultimately do so in the future if unforeseen events occur. The Kukio Resort Land Development Partnerships will recognize the Increment I deferred revenue and costs of sales on a percentage completion basis as the cash outlays to complete the remaining project obligations are made. The Kukio Resort Land Development Partnerships’ deferred profit and accrued costs to complete are not reflected in Barnwell’s Condensed Consolidated Balance Sheets as we account for our investment in the Kukio Resort Land Development Partnerships under the equity method of accounting. No percentage of sales payments will be earned by Barnwell on any future recognition of Increment I deferred profit as such payments were already fully earned and received based on cash received by the Kukio Resort Land Development Partnerships as the Increment I lots were sold.
•Approximately 1,000 acres of vacant leasehold land zoned conservation in the Kaupulehu Lot 4C area, which currently has no development potential without both a development agreement with the lessor and zoning reclassification. The lease expired by its terms in December 2025.
•Contracts to Sell Interests in Increment II
◦In November 2025, Kaupulehu Developments entered into an agreement with Mr. David Johnston, the son of Mr. Terry Johnston, a partner in Kaupulehu Developments, to surrender any and all remaining rights of Kaupulehu Developments for Increment II for the total consideration of $2,000,000. The purchaser paid an initial $70,000 which was recognized as revenue during the nine months ended June 30, 2026. Additionally, the purchaser has the right to extend the closing by up to two years by making a $70,000 payment in each of the next two years, with those payments applied against the $2,000,000 purchase price. The transaction remains subject to the purchaser's election to proceed and
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other closing conditions. Because the agreement is subject to substantive contingencies and closing conditions that have not been satisfied, the criteria for revenue recognition under ASC 606 have not been met. Accordingly, no additional revenue has been recognized in the financial statements.
◦Also in November 2025, pursuant to a unit purchase agreement, KDK agreed to sell KDK’s interests in Increment II to Mr. David Johnston for $2,109,000. The unit purchase agreement is subject to due diligence, and there is no certainty that the transaction will close. Furthermore, there is also no assurance on the timing or amounts that the general partner of KDK would distribute upon a closing. Again, there are substantive contingencies and closing conditions that have not been satisfied, and in turn no revenue has been recognized in the financial statements.
On July 31, 2026, BHP and Kaupulehu Developments entered into a Purchase and Sale Agreement with Mr. David Johnston to sell substantially all of the Company’s remaining Hawaii real estate-related interests, including BHP’s 34.45% limited partner interest in KKM, BHP’s 75% general partner interest in KD Kona, and Kaupulehu Developments’ rights in KD II, Increment II, and the Agreement to Terminate Project Rights described above, for an aggregate purchase price of $1,770,000 in cash. Closing is expected to occur on or before September 15, 2026, subject to customary closing conditions, and, if consummated, the Company expects the transaction to result in a complete exit from all of its known remaining Hawaii real estate-related interests, subject to minimal administrative winding up activities. There can be no assurance that the closing will occur on the anticipated timeline or at all. See Note 6 “Investments” and Note 20 “Subsequent Events” to the Condensed Consolidated Financial Statements (unaudited) included in this report for additional information.
Results of Operations
Summary of Results From Continuing Operations
The net loss from continuing operations attributable to Barnwell was $440,000 for the three months ended June 30, 2026, compared with a net loss from continuing operations attributable to Barnwell of $1,550,000 for the three months ended June 30, 2025, representing an improvement of $1,110,000. The improvement in results was primarily attributable to:
•Oil and Natural Gas Segment
Operating results from the oil and natural gas segment improved by $730,000 for the three months ended June 30, 2026 compared with the prior year period. This increase was primarily due to:
◦A $188,000 increase in oil and natural gas revenues;
◦A $298,000 decrease in oil and natural gas depletion expense;
◦A $44,000 decrease in the oil and natural gas operating expenses; and
◦A $200,000 reduction in impairment.
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The increase in oil and natural gas revenues was primarily driven by higher commodity prices, partially offset by lower production volumes. The decrease in net production resulted primarily from Barnwell's disposition of its U.S. oil and natural gas assets on August 8, 2025 and the sale of its interest in certain Canadian oil and natural gas properties on August 28, 2025. In addition, natural production declines from wells in the Company's Twining area lowered production volumes.
For the three months ended June 30, 2025, the U.S. oil and natural gas assets that were subsequently sold contributed oil and natural gas revenues of $347,000, oil and natural gas operating expenses of $129,000, depletion expense of $99,000 and impairments of $200,000. The interest of certain oil and natural gas properties in Canada that were sold contributed oil and natural gas revenues of $89,000, oil and natural gas operating expenses of $39,000, and depletion expense of $26,000.
•General and Administrative Expenses
General and administrative expenses decreased by $459,000 for the three months ended June 30, 2026 compared with the prior-year period. The decrease was primarily attributable to: $759,000 reduction in professional service fees, largely reflecting lower legal, proxy solicitation, proxy advisory and public relations costs associated with the shareholder consent solicitation and proxy contest in the prior year period; $59,000 decrease in shareholder-related expenses; $39,000 decrease in office expenses, primarily related to the closure of the Company's Hawaii office on January 31, 2026; and a $21,000 decrease in expenses associated with the Pension Plan and Supplemental Executive Retirement Plan.
These decreases were offset by a $107,000 increase in share-based compensation, a $34,000 increase in directors' fees, and a $348,000 insurance recovery that was recognized in the prior-year period.
The remaining decrease in general and administrative expenses was attributable to the Company's ongoing cost-savings initiatives.
•Other Factors
Results also benefited from a $376,000 increase in equity in income from affiliates and a $40,000 increase in net income attributable to non-controlling interest, all of which related to Barnwell's land investment segment activities.
These favorable factors were partially offset by:
A $275,000 unfavorable change in foreign currency impacts. The Company recorded a foreign currency loss of $56,000 during the current period, compared with a foreign currency gain of $219,000 during the prior-year period, due to exchange rate fluctuations affecting intercompany loans and advances denominated in Canadian dollars.
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The net loss from continuing operations attributable to Barnwell was $3,016,000 for the nine months ended June 30, 2026, compared with a net loss from continuing operations attributable to Barnwell of $4,686,000 for the nine months ended June 30, 2025, representing an improvement of $1,670,000. The improvement in results was primarily attributable to:
•Oil and Natural Gas Segment
Operating results from the oil and natural gas segment improved by $149,000 for the nine months ended June 30, 2026 compared with the prior-year period. The increase was primarily due to:
•A $612,000 decrease in oil and natural gas operating expenses;
•A $811,000 decrease in oil and natural gas depletion expense;
•A $865,000 decrease in impairment; offset by
•A $2,139,000 decrease in oil and natural gas revenues.
The decrease in oil and natural gas revenues, oil and natural gas operating expenses and depletion expense was due to lower production volumes resulting from Barnwell's disposition of its U.S. oil and natural gas assets on August 8, 2025, the sale of its interest in certain Canadian oil and natural gas properties on August 28, 2025, and natural production declines from wells in the Company's Twining area.
For the nine months ended June 30, 2025, the U.S. oil and natural gas assets that were subsequently sold contributed oil and natural gas revenues of $1,078,000, oil and natural gas operating expenses of $389,000, depletion expense of $324,000 and impairments of $865,000. The interest of certain oil and natural gas properties in Canada that were sold contributed oil and natural gas revenues of $254,000, oil and natural gas operating expenses of $174,000, and depletion expense of $76,000 during the same period.
The impact of lower production volumes was partially offset by higher realized commodity prices during the nine months ended June 30, 2026.
•General and Administrative Expenses
General and administrative expenses decreased by $647,000 for the nine months ended June 30, 2026 compared with the prior-year period. The decrease was primarily due to a $1,126,000 reduction in professional service fees largely reflecting lower legal, proxy solicitation, proxy advisory and public relations costs associated with the shareholder consent solicitation and proxy contest in the prior year period, net of insurance recoveries, a $43,000 decrease in office expenses, primarily related to the closure of the Company's Hawaii office on January 31, 2026, and a $38,000 decrease in shareholder-related expenses.
These decreases were partially offset by $225,000 higher salaries and wages due to bonuses and retirement payments related to the Hawaii office closure on January 31, 2026, a $200,000 increase in share-based compensation, a $63,000 increase in director's expense, $72,000 increase in expenses associated with the Pension Plan and Supplemental Executive Retirement Plan, and $45,000 increase in travel and entertainment expenses.
The remaining decrease in general and administrative expenses was attributable to the Company's ongoing cost-savings initiatives.
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•Other Factors
Results also benefited from a $714,000 increase in equity in income from affiliates, a $90,000 increase in net income attributable to non-controlling interests, and a $70,000 increase in land investment segment operating results, before non-controlling interests’ share of such profits, primarily due to the Kukio Resort Land Development Partnerships' sale of two lots in the current year period, compared with no lots sold in the prior year period.
General
Barnwell conducts operations in the U.S. and Canada. Consequently, Barnwell is subject to foreign currency translation and transaction gains and losses due to fluctuations of the exchange rates between the Canadian dollar and the U.S. dollar. Barnwell cannot accurately predict future fluctuations of the exchange rates and the impact of such fluctuations may be material from period to period. To date, we have not entered into foreign currency hedging transactions. Foreign currency gains or losses on intercompany loans and advances that are not considered long-term investments in nature because management intends to settle these intercompany balances in the future are included in our condensed consolidated statements of operations.
Based on average exchange rates, the Canadian dollar averaged approximately the same value relative to the U.S. dollar during the three months ended June 30, 2026 and strengthened 2% during the nine months ended June 30, 2026, compared with the corresponding periods of the prior year. Based on period-end exchange rates, as of June 30, 2026, the Canadian dollar had weakened 2% relative to the U.S. dollar compared with September 30, 2025.
Because Barnwell has subsidiaries that operate in Canada and use the Canadian dollar as their functional currency, changes in exchange rates affect the translation of those subsidiaries' financial statements into U.S. dollars. As a result, the Company's reported assets, liabilities, stockholders’ equity, revenues and expenses are impacted by fluctuations in the Canadian-U.S. dollar exchange rate.
Translation adjustments are recorded in accumulated other comprehensive income (loss) and are not included in net earnings (loss). For the three months ended June 30, 2026, other comprehensive income related to foreign currency translation adjustments, net of taxes, was $40,000, compared with other comprehensive loss of $37,000 for the same period in the prior year, an increase of $77,000. For the nine months ended June 30, 2026, other comprehensive income related to foreign currency translation adjustments, net of taxes, was $52,000, compared with $53,000 for the same period in prior year, a $1,000 decrease.
No income tax expense or benefit was recognized on foreign currency translation adjustments during the three and nine months ended June 30, 2026 or 2025 because the related deferred tax assets remain subject to a full valuation allowance.
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Oil and Natural Gas
The following tables set forth Barnwell’s average prices per unit of production and net production volumes. Production amounts reported are net of royalties.
| Average Price Per Unit | |||||||||||||||||||||||
| Three months ended | Increase | ||||||||||||||||||||||
| June 30, | (Decrease) | ||||||||||||||||||||||
| 2026 | 2025 | $ | % | ||||||||||||||||||||
| Natural Gas (Mcf)* | $ | 1.58 | $ | 1.39 | $ | 0.19 | 14 | % | |||||||||||||||
| Oil (Bbls)** | $ | 81.13 | $ | 55.78 | $ | 25.35 | 45 | % | |||||||||||||||
| Natural gas liquids (Bbls)** | $ | 47.43 | $ | 25.93 | $ | 21.50 | 83 | % | |||||||||||||||
| Average Price Per Unit | |||||||||||||||||||||||
| Nine months ended | Increase | ||||||||||||||||||||||
| June 30, | (Decrease) | ||||||||||||||||||||||
| 2026 | 2025 | $ | % | ||||||||||||||||||||
| Natural Gas (Mcf)* | $ | 1.81 | $ | 1.42 | $ | 0.39 | 27 | % | |||||||||||||||
| Oil (Bbls)** | $ | 62.77 | $ | 60.99 | $ | 1.78 | 3 | % | |||||||||||||||
| Natural gas liquids (Bbls)** | $ | 32.75 | $ | 28.44 | $ | 4.31 | 15 | % | |||||||||||||||
| Net Production | |||||||||||||||||||||||
| Three months ended | Increase | ||||||||||||||||||||||
| June 30, | (Decrease) | ||||||||||||||||||||||
| 2026 | 2025 | Units | % | ||||||||||||||||||||
| Natural Gas (Mcf)* | 260,000 | 290,000 | (30,000) | (10 | %) | ||||||||||||||||||
| Oil (Bbls)** | 32,000 | 42,000 | (10,000) | (24 | %) | ||||||||||||||||||
| Natural gas liquids (Bbls)** | 7,000 | 14,000 | (7,000) | (50 | %) | ||||||||||||||||||
| Total Net Production (BOE)*** | 82,000 | 104,000 | (22,000) | (21 | %) | ||||||||||||||||||
| Net Production | |||||||||||||||||||||||
| Nine months ended | Increase | ||||||||||||||||||||||
| June 30, | (Decrease) | ||||||||||||||||||||||
| 2026 | 2025 | Units | % | ||||||||||||||||||||
| Natural Gas (Mcf)* | 721,000 | 841,000 | (120,000) | (14 | %) | ||||||||||||||||||
| Oil (Bbls)** | 99,000 | 133,000 | (34,000) | (26 | %) | ||||||||||||||||||
| Natural gas liquids (Bbls)** | 25,000 | 43,000 | (18,000) | (42 | %) | ||||||||||||||||||
| Total Net Production (BOE)*** | 244,000 | 316,000 | (72,000) | (23 | %) | ||||||||||||||||||
_______________________________________
* Mcf = 1,000 cubic feet. Natural gas price per unit is net of pipeline charges.
** Bbl = stock tank barrel equivalent to 42 U.S. gallons
*** BOE = barrels of oil equivalent, using a conversion rate of 1 bbl : 6 mcf
The oil and natural gas segment generated operating profit before general and administrative expenses of $757,000 for the three months ended June 30, 2026, compared with $27,000 for the corresponding prior-year period, an increase of $730,000. The improvement in operating results was primarily attributable to:
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•A $188,000 increase in oil and natural gas revenues;
•A $44,000 decrease in the oil and natural gas operating expenses;
•A $298,000 decrease in oil and natural gas depletion expense; and
•A $200,000 decrease in impairment.
The increase in oil and natural gas revenues was primarily driven by higher realized commodity prices, partially offset by lower production volumes.
Average realized commodity prices increased by 45% for oil, 14% for natural gas, and 83% for natural gas liquids ("NGLs") compared to the prior-year period, driven by increases in the underlying benchmark prices.
These increases were partially offset by production decreases of 24% for oil, 10% for natural gas and 50% for NGLs. Production volumes declined as a result of the sale of Barnwell's U.S. oil and natural gas assets on August 8, 2025, the sale of Barnwell's interest in certain oil and natural gas properties in Canada on August 28, 2025, and natural production declines in Barnwell's Twining-area wells. The U.S. oil and natural gas assets sold on August 8, 2025 contributed net production of 14,000 BOE in the three months ended June 30, 2025. The interest in certain oil and natural gas properties in Canada sold on August 28, 2025 contributed net production of 4,000 BOE in the three months ended June 30, 2025.
The U.S. oil and natural gas assets sold on August 8, 2025 contributed oil and natural gas revenues of $347,000, oil and natural gas operating expenses of $129,000, depletion expense of $99,000 and impairments of $200,000 during the three months ended June 30, 2025. The interest in certain oil and natural gas properties in Canada sold on August 28, 2025 contributed oil and natural gas revenues of $89,000, oil and natural gas operating expenses of $39,000, and depletion expense of $26,000 during the same period.
The oil and natural gas segment generated operating profit before general and administrative expenses of $812,000 for the nine months ended June 30, 2026, compared with $663,000 for the corresponding prior-year period, an increase of $149,000. The improvement in operating results is primarily attributable to the following favorable factors:
•A $612,000 decrease in oil and natural gas operating expenses;
•A $811,000 decrease in oil and natural gas depletion expense; and
•A $865,000 decrease in impairment.
These favorable factors were partially offset by a $2,139,000 decrease in oil and natural gas revenues. The decrease in oil and natural gas revenues was primarily driven by lower production volumes, partially offset by higher realized commodity prices.
Production decreased 26% for oil, 14% for natural gas and 42% for NGLs. Production volumes declined as a result of the sale of Barnwell's U.S. oil and natural gas assets on August 8, 2025, the sale of Barnwell's interest in certain oil and natural gas properties in Canada on August 28, 2025, and natural production declines in Barnwell's Twining-area wells. The U.S. oil and natural gas assets sold on August 8, 2025 contributed net production of 43,000 BOE in the three months ended June 30, 2025. The interest in certain oil and natural gas properties in Canada sold on August 28, 2025 contributed net production of 10,000 BOE in the three months ended June 30, 2025.
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These decreases were partially offset by realized commodity prices increases of 3% for oil, 27% for natural gas, and 15% for NGLs compared to the prior-year period, driven by increases in the underlying benchmark prices.
The U.S. oil and natural gas assets sold on August 8, 2025 contributed oil and natural gas revenues of $1,078,000, oil and natural gas operating expenses of $389,000, depletion expense of $324,000 and impairments of $865,000 during the nine months ended June 30, 2025. The interest in certain oil and natural gas properties in Canada sold on August 28, 2025 contributed oil and natural gas revenues of $254,000, oil and natural gas operating expenses of $174,000, and depletion expense of $76,000 during the same period.
The following table sets forth Barnwell’s oil and natural gas segment operating profit before general and administrative expenses by geographic location:
| Three months ended June 30, | Nine months ended June 30, | ||||||||||||||||||||||
| 2026 | 2025 | 2026 | 2025 | ||||||||||||||||||||
| Operating profit (loss) (before general and administrative expenses) | |||||||||||||||||||||||
| Canada | $ | 757,000 | $ | 108,000 | $ | 812,000 | $ | 1,163,000 | |||||||||||||||
| United States (1) | — | (81,000) | — | (500,000) | |||||||||||||||||||
| Total operating profit | $ | 757,000 | $ | 27,000 | $ | 812,000 | $ | 663,000 | |||||||||||||||
________________________
(1) The operating loss for the United States for the three and nine months ended June 30, 2025 includes non-cash impairments of $200,000 and $865,000, respectively.
Oil and natural gas revenues increased $188,000 (6%) and decreased $2,139,000 (20%) for the three and nine months ended June 30, 2026, respectively, as compared with the corresponding prior-year periods. The changes were attributable to the factors discussed above.
In February 2025, the Company amended certain of its Canadian purchase and sales contracts to change the sales price on 1,055 gross Mcf per day of the Canadian natural gas it sold during the period from April 1, 2025 to October 31, 2025 to a fixed index price before differentials of $1.95 Canadian dollars per Mcf, with remaining volumes continuing to be sold at spot prices. This per day volume of natural gas under this fixed index price contract was equivalent to approximately 37% and 27% of Canadian natural gas gross production per day for the three and nine months ended June 30, 2026.
Additionally, in September 2025, the Company amended the sales price on 1,583 gross Mcf per day of the Canadian natural gas it will sell during the period from November 1, 2025 to March 31, 2026 to a fixed index price before differentials of $3.03 Canadian dollars per Mcf, with remaining volumes continuing to be sold at spot prices. This per day volume of natural gas under this fixed index price contract that will affect the period from November 1, 2025 to March 31, 2026, is equivalent to approximately 55% and 40% of Canadian natural gas gross production per day for the three and nine months ended June 30, 2026. These natural gas contracts were eligible for and elected as normal purchase and normal sales exception contracts and were thus excluded from derivative accounting.
In November 2025, the Company amended certain of its Canadian purchase and sales contracts to change the sales price on 1,055 gross Mcf per day of the Canadian natural gas that it sold during the period from April 1, 2026 to October 31, 2026 to a fixed index price before differentials of $2.94 Canadian dollars per Mcf, with remaining volumes continuing to be sold at spot prices. This per day
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volume of natural gas under this fixed index price contract that will affect the period from April 1, 2026 to October 31, 2026, is equivalent to approximately 37% and 27% of Canadian natural gas gross production per day for the three and nine months ended June 30, 2026. These natural gas contracts were eligible for and elected as normal purchase and normal sales exception contracts and were thus excluded from derivative accounting.
In June 2025, the Company amended the sales price on 100 gross barrels per day of the Canadian oil to be sold during the period from July 1, 2025 to December 31, 2025 to a fixed index price before differentials of $70.35 per net barrel, with remaining volumes continuing to be sold at spot prices. This per day volume of oil under this fixed index price contract affected the period from July 1, 2025 to December 31, 2025, is equivalent to approximately 28% and 18% of Canadian oil gross production per day for the three and nine months ended June 30, 2026.
In January 2026, the Company amended the sales price on 100 gross barrels per day of the Canadian oil to be sold during the period from February 1, 2026 to July 31, 2026 to a fixed index price before differentials of $58.20 per net barrel, with remaining volumes continuing to be sold at spot prices. This per day volume of oil under this fixed index price contract that will affect the period from February 1, 2026 to July 31, 2026, is equivalent to approximately 28% and 18% of Canadian oil gross production per day for the three and nine months ended June 30, 2026. These oil contracts were eligible for and elected as normal purchase and normal sales exception contracts and were thus excluded from derivative accounting.
In March 2026, the Company amended the sales price on 50 gross barrels per day of the Canadian oil to be sold during the period from April 1, 2026 to June 30, 2026 to a fixed index price before differentials of $89.10 per net barrel, with remaining volumes continuing to be sold at spot prices. This per day volume of oil under this fixed index price contract that will affect the period from April 1, 2026 to June 30, 2026, is equivalent to approximately 14% and 9% of Canadian oil gross production per day for the three and nine months ended June 30, 2026. These oil contracts were eligible for and elected as normal purchase and normal sales exception contracts and were thus excluded from derivative accounting.
Oil and natural gas operating expenses decreased $44,000 (2%) and $612,000 (9%) for the three and nine months ended June 30, 2026, as compared to the same periods in the prior year, primarily due to decreases in production in the current year period due to the sale of the U.S. oil and natural gas properties and the sale of Barnwell's interest in certain oil and natural gas properties in Canada discussed above.
Oil and natural gas segment depletion expense decreased $298,000 (35%) and $811,000 (32%) for the three and nine months ended June 30, 2026, as compared to the same periods in the prior year. The decrease was primarily due to decreases in production in the current year period as compared to the same periods in the prior year. These changes were primarily attributable to the factors discussed above.
On August 8, 2025, Barnwell entered into an agreement with an independent third party to sell all of its working interest in U.S. oil and natural gas assets for a sales price of $2,300,000. The sales price per the agreement was adjusted for customary purchase price adjustments to reflect the economic activity from the effective date of July 1, 2025 to the closing date August 8, 2025. The U.S. oil and natural gas assets were located in the states of Texas and Oklahoma and were owned by wholly-owned subsidiaries of Barnwell. Barnwell will no longer own any oil and natural gas assets in the U.S. as a result of this sale. Operating revenues from these U.S. oil and natural gas properties represented 11% and 10% of the total oil and natural gas segment operating revenues for the three and nine months ended June 30, 2025.
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Contracts to Sell Interests in Increment II
In November 2025, Kaupulehu Developments entered into an agreement with Mr. David Johnston, the son of Mr. Terry Johnston, a partner in Kaupulehu Developments, to surrender any and all remaining rights of Kaupulehu Developments for Increment II for the total consideration of $2,000,000, of which $70,000 was received in the nine months ended June 30, 2026. Additionally, the purchaser has the right to extend the closing by up to two years by making a $70,000 payment in each of the next two years, with those payments applied against the $2,000,000 purchase price. The transaction remains subject to the purchaser's election to proceed and other closing conditions.
Also in November 2025, pursuant to a unit purchase agreement, KDK agreed to sell KDK’s interests in Increment II to Mr. David Johnston for $2,109,000. The unit purchase agreement is subject to due diligence, and there is no certainty that the transaction will close. Furthermore, there is also no assurance on the timing or amounts that the general partner of KDK would distribute upon a closing.
General and Administrative Expenses
General and administrative expenses decreased $459,000 (25%) for the three months ended June 30, 2026 as compared with the prior-year period. The decrease was primarily attributable to: $759,000 reduction in professional service fees, largely reflecting lower legal, proxy solicitation, proxy advisory and public relations costs associated with the shareholder consent solicitation and proxy contest in the prior year period; $59,000 decrease in shareholder-related expenses; $39,000 decrease in office expenses, primarily related to the closure of the Company's Hawaii office on January 31, 2026; and a $21,000 decrease in expenses associated with the Pension Plan and Supplemental Executive Retirement Plan.
These decreases were offset by a $107,000 increase in share-based compensation, a $34,000 increase in directors' fees, and a $348,000 insurance recovery that was recognized in the prior-year period.
The remaining decrease in general and administrative expenses was attributable to the Company's ongoing cost-savings initiatives.
General and administrative expenses decreased $647,000 (12%) for the nine months ended June 30, 2026 as compared with the prior-year period. The decrease was primarily due to a $1,126,000 reduction in professional service fees largely reflecting lower legal, proxy solicitation, proxy advisory and public relations costs associated with the shareholder consent solicitation and proxy contest in the prior year period, net of insurance recoveries, a $43,000 decrease in office expenses, primarily related to the closure of the Company's Hawaii office on January 31, 2026, and a $38,000 decrease in shareholder-related expenses.
These decreases were partially offset by $225,000 higher salaries and wages due to bonuses and retirement payments related to the Hawaii office closure on January 31, 2026, a $200,000 increase in share-based compensation, a $63,000 increase in director's expense, $72,000 increase in expenses associated with the Pension Plan and Supplemental Executive Retirement Plan, and $45,000 increase in travel and entertainment expenses.
The remaining decrease in general and administrative expenses was attributable to the Company's ongoing cost-savings initiatives.
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Depletion, Depreciation, and Amortization
Depletion, depreciation, and amortization decreased $298,000 (35%) and $803,000 (32%) for the three and nine months ended June 30, 2026, as compared to the same periods in the prior year, primarily due to decreases in production, as discussed in the “Oil and natural gas” section above.
Impairment of Assets
Under the full cost method of accounting, the Company performs quarterly oil and natural gas ceiling test calculations. Changes in the 12-month rolling average first-day-of-the-month prices for oil, natural gas and natural gas liquids prices (except where prices are defined by contractual arrangements), the value of reserve additions as compared to the amount of capital expenditures to obtain them, and changes in production rates and estimated levels of reserves, future development costs and the market value of unproved properties, impact the determination of the maximum carrying value of oil and natural gas properties.
During the three and nine months ended June 30, 2026, the Company had no impairments to oil and natural gas properties.
During the three and nine months ended June 30, 2025, the Company incurred a non-cash impairment on our U.S. oil and natural gas properties of $200,000 and $865,000.
Foreign Currency (Gain) Loss
During the three and nine months ended June 30, 2026, the Company recorded $56,000 and $67,000 in foreign currency losses, respectively, due to the effects of foreign exchange rate changes on intercompany loans and advances as a result of changes in the exchange rate between the U.S. dollar against the Canadian dollar (three and nine months ended June 30, 2025 - $219,000 foreign currency gain and $122,000 foreign currency loss, respectively). The foreign currency losses or gains from intercompany balances are included in our Condensed Consolidated Statements of Operations as the intercompany balances were not considered long-term in nature because management estimates that these intercompany balances will be settled in the future.
Equity in Income of Affiliates
Equity in income of affiliates was $376,000 and $714,000 for the three and nine months ended June 30, 2026. Equity in income of affiliates was nil for the three and nine months ended June 30, 2025.
Cash distributions of nil and $323,000 were received during the three and nine months ended June 30, 2026, respectively. Comparatively, there were no cash distributions received during the three and nine months ended June 30, 2025.
In the quarter ended June 30, 2021, the Company received cumulative distributions from the Kukio Resort Land Development Partnerships in excess of our investment balance and in accordance with applicable accounting guidance, the Company suspended its equity method earnings recognition and the Kukio Resort Land Development Partnerships investment balance was reduced to zero with the distributions received in excess of our investment balance recorded as equity in income of affiliates because the distributions are not refundable by agreement or by law and the Company is not liable for the
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obligations of or otherwise committed to provide financial support to the Kukio Resort Land Development Partnerships. The Company determined that it would record future equity method earnings only after our share of the Kukio Resort Land Development Partnerships’ cumulative earnings in excess of distributions during the suspended period exceeds our share of the Kukio Resort Land Development Partnerships’ income recognized for the excess distributions, and during this suspended period any distributions received would be recorded as equity in income of affiliates.
During the three months ended March 31, 2026, the Company's share of earnings from the Kukio Resort Land Development Partnerships exceeded distributions received and previously recognized excess distributions. Accordingly, the Company resumed equity-method earnings recognition during the period. For the three and nine months ended June 30, 2026, the Company recognized equity in income of affiliates only to the extent its share of net earnings exceeded cumulative excess distributions recognized during the suspended periods. As a result, $376,000 and $714,000 was recognized as equity in income from affiliates during the three and nine months ended June 30, 2026 (three and nine months ended June 30, 2025 - nil and nil), which resulted in an investment balance of $391,000 as at June 30, 2026 (nil as at September 30, 2025).
Income Taxes
Barnwell’s effective consolidated income tax rate from continuing operations, after adjusting loss from continuing operations before income taxes for non-controlling interests, was 33% and 1% for the three and nine months ended June 30, 2026 as compared to 2% and 3% for the three and nine months ended June 30, 2025.
Consolidated taxes do not bear a customary relationship to pretax results due primarily to the fact that the Company is taxed separately in Canada based on Canadian source operations and in the U.S. based on consolidated operations, and essentially all deferred tax assets, net of relevant offsetting deferred tax liabilities, are not estimated to have a future benefit as tax credits or deductions. The Company operates two subsidiaries in Canada, one of which is a U.S. corporation operating as a branch in Canada that is treated as a non-resident for Canadian tax purposes and thus has operating results that cannot be offset against or combined with the other Canadian subsidiary that files as a resident for Canadian tax purposes. Income from our non-controlling interest in the Kukio Resort Land Development Partnerships is treated as non-unitary for state of Hawaii unitary filing purposes, thus unitary Hawaii losses provide limited sheltering of such non-unitary income.
Net (Loss) Earnings Attributable to Non-controlling Interests
Earnings and losses attributable to non-controlling interests represent the non-controlling interests’ share of revenues and expenses related to the various partnerships and joint ventures in which Barnwell has controlling interests and consolidates.
Net earnings attributable to non-controlling interests totaled $37,000 and $85,000 for the three and nine months ended June 30, 2026 as compared to net loss attributable to non-controlling interests of $3,000 and $5,000 for the same periods in the prior year. The changes of $40,000 and $90,000 for the three and nine months were primarily due to the increase in the amount of equity in income of affiliates and percentage of sales revenues received in the current year periods as compared to the same period in the prior year.
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Net (Loss) Earnings From Discontinued Operations
Net earnings from discontinued operations was nil during the three and nine months ended June 30, 2026 as compared to net earnings from discontinued operations of nil and $12,000 during the three and nine months ended June 30, 2025.
On March 14, 2025, the Company completed the sale of Water Resources, which represented the Company’s contract drilling segment. The financial results of the Company’s contract drilling business have been presented as discontinued operations in the condensed consolidated financial statements for all periods presented. See Note 3 “Discontinued Operations” to the Condensed Consolidated Financial Statements (unaudited) included in this report for further discussion and additional disclosures related to discontinued operations.
Liquidity and Capital Resources
The Company has presented cash flows from discontinued operations in the accompanying Condensed Consolidated Statements of Cash Flows separately after the presentation of cash flows from operating, investing, and financing activities of continuing operations. See Note 3 “Discontinued Operations” to the Condensed Consolidated Financial Statements (unaudited) included in this report for further discussion and additional disclosures related to discontinued operations. The focus of this section, “Liquidity and Capital Resources,” is on the cash flows from continuing operations, which affects future liquidity and capital resources as the Company no longer has any significant continuing involvement with the discontinued operations after the sale.
At June 30, 2026, Barnwell had a working capital surplus of $3,070,000. Barnwell’s primary sources of liquidity are cash on hand of $4,467,000 and cash flow generated by our oil and natural gas operations, as cash flow from our land investment segment, if any, are expected to be intermittent and not significant to our liquidity.
Cash Flows From Continuing Operations
Cash flows used in continuing operations totaled $3,099,000 for the nine months ended June 30, 2026, as compared to cash flows used in continuing operations of $1,163,000 for the same period in the prior year. This $1,936,000 decrease in operating cash flows was primarily due to the decrease in changes in current assets and liabilities and spending on asset retirement obligations as part of the Company's abandonment and reclamation initiatives, equity income from affiliates, and retirement plan payments relating to the SERP for retirements in the periods presented.
Cash flows provided by investing activities from continuing operations totaled $354,000 during the nine months ended June 30, 2026, as compared to cash flows used in investing activities from continuing operations of $2,235,000 during the same period of the prior year. This $2,589,000 increase in investing cash flows was due to $2,685,000 lower investments in oil and natural gas properties in the current period compared to the prior period, $323,000 distribution from equity investees received in the current period, and $163,000 in cash divested from the sale of discontinued operations, net of proceeds in the prior year period. These increases were partially offset by a $250,000 dividend received from discontinued operations and $282,000 from the sale of oil and natural gas assets in the prior year period.
Cash flows provided by financing activities from continuing operations totaled $4,346,000 for the nine months ended June 30, 2026, as compared to cash flows used in financing activities from continuing
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operations of $60,000 for the same period in the prior year. The $4,406,000 increase in financing cash flows was due to the November 24, 2025 private placement of 2,221,141 common shares at $1.10 per share and the At-the-Market Equity Offering Program ("ATM Program") sale of 1,810,496 common shares at an average price of $1.27 per share, which ATM Program began with the sales agreement dated February 25, 2026.
Oil and Natural Gas Capital Expenditures
Barnwell’s oil and natural gas capital expenditures, including accrued capital expenditures and excluding acquisitions and additions and revisions to estimated asset retirement obligations, totaled $9,000 and $132,000 for the three and nine months ended June 30, 2026, as compared to $385,000 and $767,000 for the same periods in the prior year.
Oil and Natural Gas Property Dispositions
There were no significant oil and natural gas property dispositions during the three and nine months ended June 30, 2026.
On August 8, 2025, Barnwell entered into an agreement with an independent third party to sell all of its working interest in U.S. oil and natural gas assets for a sales price of $2,300,000. The sales price per the agreement was adjusted for customary purchase price adjustments to reflect the economic activity from the effective date of July 1, 2025 to the closing date August 8, 2025. The U.S. oil and natural gas assets were located in the states of Texas and Oklahoma and were owned by wholly-owned subsidiaries of Barnwell. Barnwell no longer owns any oil and natural gas assets in the U.S. as a result of this sale.
On August 28, 2025, Barnwell entered into and completed a purchase and sale agreement with an independent third party and sold its interests in certain oil and natural gas properties located in the Medicine River area of Alberta, Canada. The sales price per the agreement was adjusted for customary purchase price adjustments to $288,000 in order to, among other things, reflect an economic closing date of September 30, 2025. The final determination of the customary adjustments to the purchase price was completed in the three months ended June 30, 2026 and resulted in a reduction in sales price of $16,000. The proceeds and adjustment were credited to the full cost pool, with no gain or loss recognized, as the sale did not result in a significant alteration of the relationship between capitalized costs and proved reserves.
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
As a smaller reporting company, we are not required to provide the information required by this Item 3.
ITEM 4. CONTROLS AND PROCEDURES
Disclosure Controls and Procedures
We have established disclosure controls and procedures to ensure that information relating to Barnwell, including its consolidated subsidiaries, required to be disclosed is accumulated and communicated to Barnwell's management, including its principal executive and principal financial officers, or person performing similar functions, as appropriate to allow timely decisions regarding required disclosure.
48
As of June 30, 2026, an evaluation was carried out by Barnwell’s Chief Executive Officer and Chief Financial Officer of the effectiveness of Barnwell’s disclosure controls and procedures. Based on that evaluation, the Chief Executive Officer and Chief Financial Officer have concluded that Barnwell’s disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934) were effective as of June 30, 2026 to ensure that information required to be disclosed by Barnwell in the reports that it files or submits under the Securities Exchange Act of 1934 is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission's rules and forms.
Changes in Internal Control Over Financial Reporting
As previously disclosed, during December 2025 and January 2026, Barnwell experienced certain personnel changes within its accounting function in Canada, including one accounting team member taking short-term disability leave and two additional accounting personnel resigning on short notice. These changes occurred concurrently with the previously announced closure of the Honolulu office and the transition of accounting responsibilities to Canada, which temporarily disrupted certain normal accounting workflows.
In response, management promptly implemented mitigation measures, including the engagement of experienced accounting consultants to augment existing financial staff and complete the closing of the quarter ended December 31, 2025, and to support the continued operation of Barnwell’s accounting and financial reporting processes. These consultants possess appropriate technical expertise and experience to perform their assigned responsibilities and one has been integrated into Barnwell’s established control framework. The engagement of these accounting consultants and the related mitigation measures remained in place and continued throughout the quarter ended June 30, 2026, and the continued engagement and integration of these consultants into Barnwell’s control framework constitutes the change in Barnwell’s internal control over financial reporting during the quarter covered by this report.
Other than the continued engagement of supplemental accounting consultants as part of management’s mitigation efforts described above, there were no other changes in Barnwell’s internal control over financial reporting during the quarter ended June 30, 2026 that materially affected, or are reasonably likely to materially affect, Barnwell’s internal control over financial reporting.
49
PART II - OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
See discussion of legal and regulatory matters in Note 16 “Contingencies” to the Condensed Consolidated Financial Statements (unaudited) included in Part I, Item 1 of this report, which is incorporated herein by reference.
ITEM 1A. RISK FACTORS
Factors that could cause our actual results to differ materially from those in this Quarterly Report are any of the risks described in “Part I, Item 1A. Risk Factors” in the 2025 Annual Report. Any of these factors could result in a significant or material adverse effect on our results of operations or financial condition. Additional risk factors not presently known to us or that we currently deem immaterial may also impair our business or results of operations.
As of the date of this Quarterly Report, there were no material changes to the risks and uncertainties described in the section titled “Risk Factors” in the 2025 Annual Report during the nine months ended June 30, 2026.
ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
Purchases of Equity Securities by the Issuer and Affiliated Purchasers
The following table provides information regarding purchases of Barnwell common stock by the Barnwell Industries, Inc. Employee's Pension Plan Trust during the three months ended June 30, 2026:
| (a) | (b) | (c) | (d) | |||||||||||||||||||||||
| Period | Total number of shares purchased (1) | Average price paid per share (1) | Total number of shares purchased as part of publicly announced plans or programs (2) | Maximum number of shares that may yet be purchased under the plans or programs (2) | ||||||||||||||||||||||
| April 1-30, 2026 | — | — | — | — | ||||||||||||||||||||||
| May 1-31, 2026 | — | — | — | — | ||||||||||||||||||||||
| June 1-30, 2026 | — | — | — | — | ||||||||||||||||||||||
| Total | 0 | |||||||||||||||||||||||||
___________________________________
(1) Represents shares of common stock purchased by the Barnwell Pension Plan, an affiliated purchaser, and the transactions were all made in the open market.
(2) The Company does not have a publicly announced plan or program to purchase shares of our common stock. Accordingly, there were no shares purchased as part of a publicly announced plan or program.
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
None.
ITEM 4. MINE SAFETY DISCLOSURE
None.
50
ITEM 5. OTHER INFORMATION
During the three months ended June 30, 2026, no director or officer of the Company adopted terminated
ITEM 6. EXHIBITS
| Exhibit Number | Description | |||||||
| 2.1 | Purchase and Sale Agreement, dated as of July 31, 2026, by and among David Johnston, Kaupulehu Developments, and Barnwell Hawaiian Properties, Inc., incorporated by reference to Exhibit 2.1 to the Company’s Current Report on Form 8-K filed with the SEC on August 4, 2026 | |||||||
10.1* | Amendment No. 1 to the Barnwell Industries, Inc. 2018 Equity Incentive Plan | |||||||
31.1* | Certification of Chief Executive Officer Pursuant To Section 302 of the Sarbanes-Oxley Act of 2002 | |||||||
31.2* | Certification of Chief Financial Officer Pursuant To Section 302 of the Sarbanes-Oxley Act of 2002 | |||||||
32** | Certification Pursuant To Section 906 of the Sarbanes-Oxley Act of 2002 | |||||||
101.INS* | Inline XBRL Instance Document | |||||||
101.SCH* | Inline XBRL Taxonomy Extension Schema Document | |||||||
101.CAL* | Inline XBRL Taxonomy Extension Calculation Linkbase Document | |||||||
101.DEF* | Inline XBRL Taxonomy Extension Definition Linkbase Document | |||||||
101.LAB* | Inline XBRL Taxonomy Extension Label Linkbase Document | |||||||
101.PRE* | Inline XBRL Taxonomy Extension Presentation Linkbase Document | |||||||
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) | |||||||
* Filed herewith.
** Furnished herewith.
51
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 thereunto duly authorized.
| BARNWELL INDUSTRIES, INC. | ||||||||
| (Registrant) | ||||||||
| Date: | August 11, 2026 | /s/ Philip F. Patman Jr. | ||||||
| Philip F. Patman, Jr. | ||||||||
| Chief Financial Officer, and Treasurer | ||||||||
| (Principal Financial Officer and Principal Accounting Officer) | ||||||||
52
INDEX TO EXHIBITS
| Exhibit Number | Description | |||||||
| 2.1 | Purchase and Sale Agreement, dated as of July 31, 2026, by and among David Johnston, Kaupulehu Developments, and Barnwell Hawaiian Properties, Inc., incorporated by reference to Exhibit 2.1 to the Company’s Current Report on Form 8-K filed with the SEC on August 4, 2026 | |||||||
10.1* | ||||||||
31.1* | ||||||||
31.2* | ||||||||
32** | ||||||||
101.INS* | Inline XBRL Instance Document | |||||||
101.SCH* | Inline XBRL Taxonomy Extension Schema Document | |||||||
101.CAL* | Inline XBRL Taxonomy Extension Calculation Linkbase Document | |||||||
101.DEF* | Inline XBRL Taxonomy Extension Definition Linkbase Document | |||||||
101.LAB* | Inline XBRL Taxonomy Extension Label Linkbase Document | |||||||
101.PRE* | Inline XBRL Taxonomy Extension Presentation Linkbase Document | |||||||
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) | |||||||
__________________________________________
* Filed herewith.
** Furnished herewith.
# Certain confidential information has been omitted from a portion of this exhibit.
53
Exhibit No. 10.1
AMENDMENT NO. 1
BARNWELL INDUSTRIES INC. TO AMENDED AND RESTATED
2018 EQUITY INCENTIVE PLAN
Section 4.1 Plan Share Limits and Section 4.2 Individual Share Limits, shall be amended and restated in their entirety to read as follows:
4.1 Plan Share Limits. Subject, however, to the provisions of Section 8 of the Plan, a total of 3,080,000 shares of Stock shall be authorized for Awards granted under the Plan. The maximum number of shares of Stock (subject to adjustment under Section 8 of the Plan) which may be the subject of Incentive Stock Options is 3,080,000. Shares of Stock issued pursuant to the Plan may be either authorized but unissued shares or shares held by the Company in its treasury.
4.2 Individual Share Limits. Subject to adjustment as provided in Section 8 of the Plan, the maximum number of shares of Stock that: (i) may be subject to Options that are Incentive Stock Options that are granted to any individual during any calendar year shall not exceed 340,000 shares of Stock; (ii) may be subject Options (other than Incentive Stock Options) and Stock Appreciation Rights that are granted to any individual during any calendar year shall not exceed 340,000 shares of Stock; (iii) may be subject to Restricted Stock Awards and Restricted Stock Unit Awards that are granted to any individual during any calendar year shall not exceed 270,000 shares of Stock and (iv) may be subject to all other Awards, including Awards intended to constitute Qualified Performance Awards, granted to any individual during any calendar year shall not exceed 100,000 shares of Stock. Notwithstanding the foregoing, for a non-employee director who is receiving a Stock Grant in lieu of fees, the maximum number of shares of Stock that such director may receive with respect to such Stock Grant shall be equal to the greater of the individual limit for Stock Grants above or the dollar value of such director’s director fees (including any additional fees for committee or similar work) for a year.
Exhibit No. 31.1
CERTIFICATIONS OF CHIEF EXECUTIVE OFFICER
PURSUANT TO RULES 13A-14 AND 15D-14
OF THE SECURITIES EXCHANGE ACT OF 1934
I, Craig D. Hopkins, certify that:
1.I have reviewed this quarterly report on Form 10-Q of Barnwell Industries, Inc.;
2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4.The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
a)Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
b)Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
c)Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
d)Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
5.The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of registrant’s board of directors (or persons performing the equivalent functions):
a)All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
b)Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
| Date: | August 11, 2026 | /s/ Craig D. Hopkins | ||||||
| Craig D. Hopkins | ||||||||
| President and Chief Executive Officer | ||||||||
| (Principal Executive Officer) | ||||||||
Exhibit No. 31.2
CERTIFICATIONS OF CHIEF FINANCIAL OFFICER
PURSUANT TO RULES 13A-14 AND 15D-14
OF THE SECURITIES EXCHANGE ACT OF 1934
I, Philip F. Patman Jr., certify that:
1.I have reviewed this quarterly report on Form 10-Q of Barnwell Industries, Inc.;
2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4.The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
a)Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
b)Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
c)Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
d)Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
5.The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of registrant’s board of directors (or persons performing the equivalent functions):
a)All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
b)Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
| Date: | August 11, 2026 | /s/ Philip F. Patman Jr. | ||||||
| Philip F. Patman, Jr. | ||||||||
| Chief Financial Officer, and Treasurer | ||||||||
| (Principal Financial Officer and Accounting Officer) | ||||||||
Exhibit No. 32
CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the Quarterly Report of Barnwell Industries, Inc. (the “Company”) on Form 10-Q for the quarter ended June 30, 2026 as filed with the Securities and Exchange Commission (the “Report”), each of the undersigned officers of the Company does hereby certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that to his knowledge:
(1)The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
(2)The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
| Dated: | August 11, 2026 | /s/ Craig D. Hopkins | ||||||
| Name: Craig D. Hopkins | ||||||||
| Title: President and Chief Executive Officer | ||||||||
| (Principal Executive Officer) | ||||||||
| Dated: | August 11, 2026 | /s/ Philip F. Patman Jr. | ||||||
| Name: Philip F. Patman, Jr. | ||||||||
| Chief Financial Officer, and Treasurer | ||||||||
| (Principal Financial and Accounting Officer) | ||||||||