OTHER INFORMATION
−Removed: 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.
+Added: During the three months ended March 31, 2025, 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.
Number Description
−Removed: 3.2 Amended and Restated Bylaws of Barnwell Industries, Inc.
−Removed: 4.2 Rights Agreement, dated as of January 26, 2025, by and between Barnwell Industries, Inc.
−Removed: and Broadridge Corporate Issuer Solutions, LLC, as rights agent, which includes as Exhibit A the Form of Right Certificate.
−Removed: 4.3 Amendment No.
−Removed: 1 to the Rights Agreement, dated as of February 6, 2025, by and between Barnwell Industries, Inc.
−Removed: and Broadridge Corporate Issuer Solutions, LLC, as Rights agent.
+Added: Stock Purchase Agreement, dated March 14, 2025
Certification of Chief Executive Officer Pursuant To Section 302 of the Sarbanes-Oxley Act of 2002
11 unchanged sentences
** Furnished herewith.
−Removed: (1) Incorporated by reference to Exhibit 3.2 to Registrant’s Current Report on Form 8-K filed on February 5, 2025.
−Removed: (2) Incorporated by reference to Exhibit 4.1 to Registrant’s Current Report on Form 8-K filed on January 27, 2025.
−Removed: (3) Incorporated by reference to Exhibit 4.1 to Registrant’s Current Report on Form 8-K filed on February 7, 2025.
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.
−Removed: February 14, 2025 /s/ Russell M.
+Added: May 15, 2025 /s/ Russell M.
Executive Vice President,
−Removed: Chief Financial Officer,
−Removed: and Treasurer
+Added: Chief Financial Officer, and Treasurer
INDEX TO EXHIBITS
Number Description
−Removed: 3.2 Amended and Restated Bylaws of Barnwell Industries, Inc.
−Removed: 4.2 Rights Agreement, dated as of January 26, 2025, by and between Barnwell Industries, Inc.
−Removed: and Broadridge Corporate Issuer Solutions, LLC, as rights agent, which includes as Exhibit A the Form of Right Certificate.
−Removed: 4.3 Amendment No.
−Removed: 1 to the Rights Agreement, dated as of February 6, 2025, by and between Barnwell Industries, Inc.
−Removed: and Broadridge Corporate Issuer Solutions, LLC, as R ights agent.
+Added: Stock Purchase Agreement, dated March 14, 2025
Certification of Chief Executive Officer Pursuant To Section 302 of the Sarbanes-Oxley Act of 2002
11 unchanged sentences
** Furnished herewith.
−Removed: (1) Incorporated by reference to Exhibit 3.2 to Registrant’s Current Report on Form 8-K filed on February 5, 2025.
−Removed: (2) Incorporated by reference to Exhibit 4.1 to Registrant’s Current Report on Form 8-K filed on January 27, 2025.
−Removed: (3) Incorporated by reference to Exhibit 4.1 to Registrant’s Current Report on Form 8-K filed on February 7, 2025.
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.