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Item 9A. Controls and Procedures

2024-12-17 compared with 2023-12-18 · 61 added, 44 removed, 176 unchanged (37% of the section changed)

13 unchanged sentences

OTHER INFORMATION

During the three months ended September 30, 2024, no director or officer of the Company adopted or terminated a “Rule 10b5-1 trading arrangement” or “non-Rule 10b5-1 trading arrangement,” as each term is defined in Item 408 of Regulation S-K.

DISCLOSURES REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS

13 unchanged sentences

of outstanding options, warrants

and rights Weighted-

and rights (1)

and rights Number of securities

7 unchanged sentences

Total 575,892 $3.37 925,188

________________

(1) In addition to shares issuable upon exercise of stock options, includes 110,892 restricted stock units, issuable under the 2018 Equity Incentive Plan at a rate of one share for each restricted stock unit.

The restricted stock units do not have an exercise price.

Therefore, these awards are not included in the calculation of weighted average exercise price in column (b).

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE

9 unchanged sentences

Consolidated Statements of Operations – for the years ended September 30, 2024 and 2023

Consolidated Statements of Comprehensive (Loss) Income – for the years ended September 30, 2023 and 2022

Consolidated Statements of Comprehensive Loss – for the years ended September 30, 2024 and 2023

Consolidated Statements of Equity – for the years ended September 30, 2024 and 2023

6 unchanged sentences

4.1 Form of the Registrant’s certificate of common stock, par value $.50 per share (3)

4.2 Tax Benefits Preservation Plan, dated as of October 17, 2022, by and between Barnwell Industries, Inc.

and Broadridge Corporate Issuer Solutions, Inc., as Rights Agent (13)

4.2 Description of Securities Registered Pursuant to Section 12 of The Securities Exchange Act of 1934 (20)

7 unchanged sentences

10.7 Agreement with Respect to Retained Rights, dated as of March 7, 2019 between Kaupulehu Developments and KD Acquisition II, LP (10)

10.8 Form of Option Agreement (11)

Form of Option Agreement under Barnwell Industries, Inc.

2018 Equity Incentive Plan, as amended (11)

10.9 Asset Purchase and Sale Agreement, dated July 8, 2021, between Barnwell of Canada, Limited and Tourmaline Oil Corp.

5 unchanged sentences

2018 Equity Incentive Plan, as amended (18)

10.15 Form of Director Restricted Stock Unit Award (19)

10.16 Stock Purchase Agreement, dated as of December 12, 2023, between Barnwell of Canada, Limited, Barnwell Industries, Inc.

and West Maui Constructions, Inc.

Form of Director Restricted Stock Unit Award under Barnwell Industries, Inc.

2018 Equity Incentive Plan, as amended (19)

Form of Employee Restricted Stock Unit Award under Barnwell Industries, Inc.

2018 Equity Incentive Plan, as amended (13)

Statement of Company Policy on Insider Trading

List of Subsidiaries

2 unchanged sentences

Consent of Weaver and Tidwell, L.L.P.

Power of Attorney (included on signature page of this Annual Report on Form 10-K)

Certification of Chief Executive Officer Pursuant To Section 302 of the Sarbanes-Oxley Act of 2002

5 unchanged sentences

Reserve Report Summary prepared by Ryder Scott Company, L.P.

99.3 Reserve Report Summary prepared by Ryder Scott Company, L.P.

101.INS XBRL Instance Document

101.SCH XBRL Taxonomy Extension Schema Document

101.CAL XBRL Taxonomy Extension Calculation Linkbase Document

101.DEF XBRL Taxonomy Extension Definition Linkbase Document

101.LAB XBRL Taxonomy Extension Label Linkbase Document

101.PRE XBRL Taxonomy Extension Presentation Linkbase Document

XBRL Instance Document

XBRL Taxonomy Extension Schema Document

XBRL Taxonomy Extension Calculation Linkbase Document

XBRL Taxonomy Extension Definition Linkbase Document

XBRL Taxonomy Extension Label Linkbase Document

XBRL Taxonomy Extension Presentation Linkbase Document

104 Cover Page Interactive Data File (embedded within the Inline XBRL document)

__________________________________________________

* Filed herewith.

** Furnished herewith.

# Management contract or compensatory plan or arrangement.

(1) Incorporated by reference to Exhibit 3.1 to Registrant’s Form 10-Q for the quarterly period ended June 30, 2022.

(2) Incorporated by reference to Exhibit 3.1 to Registrant’s Form 8-K filed on January 14, 2020.

(2) Incorporated by reference to Exhibit 3.2 to Registrant’s Form 8-K filed on February 23, 2024.

(3) Incorporated by reference to the registration statement on Form S-1 originally filed by the Registrant January 29, 1957 and as amended February 15, 1957 and February 19, 1957.

9 unchanged sentences

(12) Incorporated by reference to Exhibit 10.9 to Registrant’s Form 10-K for the year ended September 30, 2021.

(13) Incorporated by reference to Exhibit 4.1 to Registrant’s Form 8-K filed on October 17, 2022.

(13) Incorporated by reference to Exhibit 10.1 to Registrant’s Form 8-K filed on May 22, 2024.

(14) Incorporated by reference to Exhibit 10.1 to Registrant’s Form 8-K filed on February 1, 2021.

4 unchanged sentences

(19) Incorporated by reference to Exhibit 10.1 to Registrant’s Form 8-K filed on June 15, 2023.

(20) Certain confidential information has been omitted from a portion of this exhibit.

(20) Incorporated by reference to Exhibit 4.3 to Registrant’s Form 10-K for the year ended September 30, 2023.

(21) Incorporated by reference to Exhibit 97 to Registrant’s Form 10-K for the year ended September 30, 2023.

Pursuant to the requirements of Section 13 or 15(d) 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.

3 unchanged sentences

Chief Financial Officer,

Treasurer and Secretary

and Treasurer

December 16, 2024

POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Russell M.

Gifford and Alexander C.

Kinzler, jointly and severally, his or her attorneys-in-fact, each with the power of substitution, for him or her in any and all capacities, to sign any amendments to this Annual Report on Form 10-K, and to file the same, with exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, hereby ratifying and confirming all that each of said attorneys-in-fact, or his substitute or substitutes, may do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

/s/ Alexander C.

Kinzler /s/ Russell M.

President, Chief Executive Officer,

Chief Operating Officer,

General Counsel and Director

/s/ Russell M.

President and Chief Executive Officer

December 16, 2024

Executive Vice President,

Chief Financial Officer,

Treasurer and Secretary

Executive Vice President, Chief Financial Officer and Treasurer

December 16, 2024

/s/ Alexander C.

/s/ Kenneth S.

Grossman, Chairman of the Board

Kinzler, General Counsel, Secretary and Executive Chairman of the Board

December 16, 2024

Grossman, Vice-Chairman of the Board

December 16, 2024

/s/ Joshua S.

12 unchanged sentences

4.1 Form of the Registrant’s certificate of common stock, par value $.50 per share (3)

4.2 Tax Benefits Preservation Plan, dated as of October 17, 2022, by and between Barnwell Industries, Inc.

and Broadridge Corporate Issuer Solutions, Inc., as Rights Agent (13)

4.2 Description of Securities Registered Pursuant to Section 12 of The Securities Exchange Act of 1934 (20)

7 unchanged sentences

10.7 Agreement with Respect to Retained Rights, dated as of March 7, 2019 between Kaupulehu Developments and KD Acquisition II, LP (10)

10.8 Form of Option Agreement (11)

Form of Option Agreement under Barnwell Industries, Inc.

2018 Equity Incentive Plan, as amended (11)

10.9 Asset Purchase and Sale Agreement, dated July 8, 2021, between Barnwell of Canada, Limited and Tourmaline Oil Corp.

5 unchanged sentences

2018 Equity Incentive Plan, as amended (18)

10.15 Form of Director Restricted Stock Unit Award (19)

10.16 Stock Purchase Agreement, dated as of December 12, 2023, between Barnwell of Canada, Limited, Barnwell Industries, Inc.

and West Maui Constructions, Inc.

Form of Director Restricted Stock Unit Award under Barnwell Industries, Inc.

2018 Equity Incentive Plan, as amended (19)

Form of Employee Restricted Stock Unit Award under Barnwell Industries, Inc.

2018 Equity Incentive Plan, as amended (13)

Statement of Company Policy on Insider Trading

List of Subsidiaries

2 unchanged sentences

Consent of Weaver and Tidwell, L.L.P.

Power of Attorney (included on signature page of this Annual Report on Form 10-K)

Certification of Chief Executive Officer Pursuant To Section 302 of the Sarbanes-Oxley Act of 2002

5 unchanged sentences

Reserve Report Summary prepared by Ryder Scott Company, L.P.

99.3 Reserve Report Summary prepared by Ryder Scott Company, L.P.

101.INS XBRL Instance Document

101.SCH XBRL Taxonomy Extension Schema Document

101.CAL XBRL Taxonomy Extension Calculation Linkbase Document

101.DEF XBRL Taxonomy Extension Definition Linkbase Document

101.LAB XBRL Taxonomy Extension Label Linkbase Document

101.PRE XBRL Taxonomy Extension Presentation Linkbase Document

XBRL Instance Document

XBRL Taxonomy Extension Schema Document

XBRL Taxonomy Extension Calculation Linkbase Document

XBRL Taxonomy Extension Definition Linkbase Document

XBRL Taxonomy Extension Label Linkbase Document

XBRL Taxonomy Extension Presentation Linkbase Document

104 Cover Page Interactive Data File (embedded within the Inline XBRL document)

_________________________________________________

* Filed herewith.

** Furnished herewith.

# Management contract or compensatory plan or arrangement.

(1) Incorporated by reference to Exhibit 3.1 to Registrant’s Form 10-Q for quarterly period ended June 30, 2022.

(2) Incorporated by reference to Exhibit 3.1 to Registrant’s Form 8-K filed on January 14, 2020.

(2) Incorporated by reference to Exhibit 3.2 to Registrant’s Form 8-K filed on February 23, 2024.

(3) Incorporated by reference to the registration statement on Form S-1 originally filed by the Registrant January 29, 1957 and as amended February 15, 1957 and February 19, 1957.

9 unchanged sentences

(12) Incorporated by reference to Exhibit 10.9 to Registrant’s Form 10-K for the year ended September 30, 2021.

(13) Incorporated by reference to Exhibit 4.1 to Registrant’s Form 8-K filed on October 17, 2022.

(13) Incorporated by reference to Exhibit 10.1 to Registrant’s Form 8-K filed on May 22, 2024.

(14) Incorporated by reference to Exhibit 10.1 to Registrant’s Form 8-K filed on February 1, 2021.

4 unchanged sentences

(19) Incorporated by reference to Exhibit 10.1 to Registrant’s Form 8-K filed on June 15, 2023.

(20) Certain confidential information has been omitted from a portion of this exhibit.

(20) Incorporated by reference to Exhibit 4.3 to Registrant’s Form 10-K for the year ended September 30, 2023.

(21) Incorporated by reference to Exhibit 97 to Registrant’s Form 10-K for the year ended September 30, 2023.

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 9A. Controls and Procedures