Item 5. Other Information
ITEM 5. OTHER INFORMATION
During the three months ended December 31, 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.
ITEM 6. EXHIBITS
Exhibit
Number Description
3.2 Amended and Restated Bylaws of Barnwell Industries, Inc. (1)
4.2 Rights Agreement, dated as of January 26, 2025, by and between Barnwell Industries, Inc. and Broadridge Corporate Issuer Solutions, LLC, as rights agent, which includes as Exhibit A the Form of Right Certificate. (2)
4.3 Amendment No. 1 to the Rights Agreement, dated as of February 6, 2025, by and between Barnwell Industries, Inc. and Broadridge Corporate Issuer Solutions, LLC, as Rights agent. (3)
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.
(1) Incorporated by reference to Exhibit 3.2 to Registrant’s Current Report on Form 8-K filed on February 5, 2025.
(2) Incorporated by reference to Exhibit 4.1 to Registrant’s Current Report on Form 8-K filed on January 27, 2025.
(3) Incorporated by reference to Exhibit 4.1 to Registrant’s Current Report on Form 8-K filed on February 7, 2025.
34
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: February 14, 2025 /s/ Russell M. Gifford
Russell M. Gifford
Executive Vice President,
Chief Financial Officer,
and Treasurer
35
INDEX TO EXHIBITS
Exhibit
Number Description
3.2 Amended and Restated Bylaws of Barnwell Industries, Inc. (1)
4.2 Rights Agreement, dated as of January 26, 2025, by and between Barnwell Industries, Inc. and Broadridge Corporate Issuer Solutions, LLC, as rights agent, which includes as Exhibit A the Form of Right Certificate. (2)
4.3 Amendment No. 1 to the Rights Agreement, dated as of February 6, 2025, by and between Barnwell Industries, Inc. and Broadridge Corporate Issuer Solutions, LLC, as R ights agent. (3)
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.
(1) Incorporated by reference to Exhibit 3.2 to Registrant’s Current Report on Form 8-K filed on February 5, 2025.
(2) Incorporated by reference to Exhibit 4.1 to Registrant’s Current Report on Form 8-K filed on January 27, 2025.
(3) Incorporated by reference to Exhibit 4.1 to Registrant’s Current Report on Form 8-K filed on February 7, 2025.
36
Text extracted from the filing as submitted to EDGAR. Formatting, tables and exhibits are simplified for reading; the original document is authoritative for anything you rely on.