What changed in this filing

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Item 9A. Controls and Procedures

2025-12-23 compared with 2024-12-17 · 356 added, 24 removed, 213 unchanged (64% of the section changed)

17 unchanged sentences

DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

The information required is omitted pursuant to General Instruction G(3) of Form 10-K, since the Registrant will file its definitive proxy statement for the Annual Meeting of Stockholders no later than 120 days after the close of its fiscal year ended September 30, 2024, which proxy statement is incorporated herein by reference.

Barnwell adopted a Code of Ethics that applies to its Chief Executive Officer and the Chief Financial Officer.

This Code of Ethics has been posted on Barnwell’s website at www.brninc.com.

The table below identifies our current directors.

Name Position Held with the Company Age

Grossman 1, 2, 3, 4A

Chairman of the Board of Directors, Director 69

Director, Chief Executive Officer, President 52

Horowitz 1, 3A, 4

McPherson 1A, 2A

Patman Director, Executive Vice President - Finance 57

1A Chair of the Audit Committee

1 Member of the Audit Committee

2A Chair of the Reserves Committee

2 Member of the Reserves Committee

3A Chair of the Compensation Committee

3 Member of the Compensation Committee

4A Chair of the Nominating Committee

4 Member of the Nominating Committee

Business Experience

Grossman 1 – Director since 2020.

Vice Chairman of the Board of the Company since April 1, 2024 and from May 11, 2021 to June 30, 2022.

Chairman of the Board of the Company from January 21, 2023 to March 31, 2024 and from April 15, 2020 to May 10, 2021.

Investor and attorney specializing in companies undergoing and/or emerging from restructuring or reorganization; Senior Managing Director of Steppingstone Group, LLC.

Grossman has been engaged as a professional investor and the management of capital as a buy-side principal since 1990.

Grossman has served as an independent director of both private and public companies, and as a member of creditor, bank group and shareholder committees for other businesses and has extensive experience in advising investors as well as leading investors and partners with respect to distressed and other capital-challenged “special situation” companies.

Grossman’s experience includes a strong network of relationships and management roles involving large portfolios in this investment sector maintained by multi-strategy and arbitrage firms.

Admitted to the New York Bar in 1982, Mr.

Grossman practiced law with Shea & Gould until 1989, where he specialized in bankruptcy, creditor’s rights and commercial litigation.

More recently, Mr.

Grossman utilized that experience in leadership roles and as a Director of Lehman Brothers Special Finance, Inc.

and Signature Group Holdings, Inc.

(formerly Fremont General Corporation), as they emerged from Chapter 11 bankruptcy.

Grossman is currently a board member and/or special advisor for Concise Capital Management and a director of Performance Sports Group, Inc., Buffalo Armory, LLC and Nebraska Book Co, Inc.

1 This director is independent as defined in Section 803(A) of the NYSE American listing standards.

Horowitz 2 – Portfolio Manager at Palm Management (US) LLC.

Horowitz has held senior positions at Inverlochy Capital, an asset management firm, and Berggruen Holdings, the family office of Nicolas Berggruen.

He began his career at Crossway Partners, a value strategy investment partnership.

Horowitz holds a BS in Management, magna cum laude, from Binghamton University and also studied at the Bath School of Management in the United Kingdom.

Horowitz also earned a NACD CERT Certificate in Cyber-Risk Oversight, issued by Carnegie Mellon University.

Horowitz previously served as a Director of The Lincoln General Insurance Company (private), as well as 1347 Capital Corp (Nasdaq:

TFSC), and is currently Chairman of the Board of Limbach Holdings (Nasdaq:

LMB), a leading mechanical engineering concern.

Since December 2023, he has served as Chairman of the Board of BK Technologies Corporation (NYSE:

BKTI), a wireless communications company focused on the public safety market.

He has also served on the Board of NeuroMetrix (Nasdaq:

NURO), a non-invasive medical device concern since April 2024.

Horowitz formerly served on the Board of 1347 Property Insurance Holdings, Inc.

PIH) and Minim, Inc.

MINM), and was Interim Chairman of the Board of Birner Dental Management Services, Inc.

BDMS), where he led the Company’s sale to Mid Atlantic Dental Partners.

Horowitz also was a Board Observer at Biomerica, Inc.

Horowitz’s background in management and the investment community gives him significant insight into corporate operations, investment opportunities, commodities and business issues facing the Company and his experience on numerous boards bring significant strategic, consensus-building and management skills to the Company.

McPherson 2 – Director since 2025.

Director from April 2020 to April 2023.

Vice President of Capital Markets, Riot Blockchain, Inc.

since March 1, 2021.

Chief Financial Officer, Secretary, Treasurer and a director of Citadel Exploration, Inc.

COIL), a publicly traded energy company engaged in the exploration and development of oil and natural gas properties, from September 2012 to March 1, 2021, with nearly two decades of experience in the capital markets and financial services sectors.

McPherson was also appointed as Interim Chief Executive Officer of Citadel Exploration in May 2019.

He started his career as a retail stockbroker with Mission Capital in 1997 and became partner before it was acquired by oil and gas boutique C.

Cooper & Company.

McPherson was a research analyst specializing in small cap exploration and production companies.

In 2007, he joined Global Hunter Securities as a partner and managing director of the energy research group.

During his Wall Street career, Mr.

McPherson was presented the Wall Street Journal “Best on the Street” Award and was named a Zack’s 5-Star Analyst for three consecutive years.

He is a recognized expert on California E&P firms.

McPherson received his Bachelors Degree in Economics from East Carolina University.

– Director since 2025.

Licensed attorney in the State of Texas with more than two decades of global finance, operations, and capital markets leadership across oil and gas, power and renewables, industrial technology, and digital infrastructure.

His background includes public and private company CFO roles, board-level advisory work, execution of equity and debt financings, restructurings, asset sales, joint ventures, and cross-border M&A.

He has built and led finance organizations, overseen FP&A, treasury, investor relations, risk management, and multi-jurisdictional reporting, and has partnered with operating teams to drive cost discipline and cash-flow generation.

Patman’s background includes senior roles at Pantheon Resources plc, MacroFab, Soluna Holdings, VAALCO Energy, PTT Exploration & Production, Ameresco, earlier work in independent power and project finance, and private equity/infrastructure investing.

Patman holds a B.A.

from the University of Texas at Austin Plan II Honors program, and a Juris Doctor from the University of Houston Law Center.

2 This director is independent as defined in Section 803(A) of the NYSE American listing standards.

Schechter 3 – Director since 2025.

Private Investor.

Schechter serves as a director of Pursuit Attractions and Hospitality, Inc., where he is chairman of the board, and Lifecore Biomedical, Inc., where he is chairman of the nominating and governance committee.

Schechter also served as a director of Bed Bath & Beyond Inc.

(formerly NASDAQ:

BBBY), a retailer of domestic merchandise and home furnishings, from May 2019 through June 2023, as well as being a member of its Audit Committee.

Schechter earned a Master of Public Administration in Professional Accounting and a Bachelor of Business Administration from The University of Texas at Austin.

Named Executive Officers of the Company

The following table sets forth the names and ages of all Named Executive Officers of the Company during fiscal 2025, their positions and offices with the Company and the period during which each has served.

Name Age Position with the Company

Hopkins 52 Director since September 2025.

Chief Executive Officer and President since April 1, 2024.

President of Octavian Oil, Ltd.

since March 1, 2017, President and Chief Operating Officer of Barnwell of Canada, Limited since July 1, 2020.

Octavian Oil, Ltd.

and Barnwell of Canada, Limited are wholly-owned subsidiaries of Barnwell Industries, Inc.

Gifford 71 Executive Vice President since December 1997, Treasurer since November 1986 and Chief Financial Officer since August 1985.

Secretary from December 2002 to March 31, 2024.

President of Water Resources International, Inc., a previously wholly-owned subsidiary of the Company, December 1999 to March 2025.

Board Meetings

The Board of Directors held fourteen meetings during the fiscal year ended September 30, 2025, all directors attended at least 75% of the meetings of the Board of Directors and of the committees of the Board of Directors on which each director served.

The independent directors met on six occasions out of the presence of management during the fiscal year ended September 30, 2025.

Audit Committee

The members of the Audit Committee are Mr.

McPherson, Chairman, and Messrs.

Grossman and Horowitz.

All of the members of the Audit Committee are independent (as independence is defined in Section 803(A) of the NYSE American listing standards).

The Board of Directors has determined that the Audit Committee has an audit committee financial expert, Mr.

McPherson, is a financial expert based on his experience as Chief Financial Officer of a public company.

McPherson, while not a CPA, has in-depth financial and accounting expertise and has been determined by the Board of Directors to qualify as an Audit Committee financial expert.

The Board of Directors has adopted a written charter for the Audit Committee, a copy of which is available on our website.

The Audit Committee reviews the services of the independent accountants employed by the Company to audit the consolidated financial statements of the Company.

The Audit Committee periodically reviews major issues regarding accounting and auditing principles and practices, the adequacy of internal controls that could affect the consolidated financial

3 This director is independent as defined in Section 803(A) of the NYSE American listing standards.

statements as well as all related party transactions and potential conflicts of interest.

During the fiscal year ended September 30, 2025, the Audit Committee held four meetings.

Nominating Committee

The Board of Directors has a standing Nominating Committee which has a nominating committee charter, a copy of which is available on our website.

The members of the Nominating Committee are Mr.

Grossman, Chairman, and Mr.

During the fiscal year ended September 30, 2025, the Nominating Committee held one meeting.

The purpose of the Nominating Committee is to identify and select or recommend qualified nominees to be elected to the Board of Directors at the annual meeting of stockholders (consistent with criteria approved by the Board of Directors), identify, select or recommend qualified nominees to fill any vacancies on the Board of Directors or a committee thereof (consistent with criteria approved by the Board of Directors) and undertake such other duties and responsibilities as may from time to time be delegated by the Board of Directors to the Nominating Committee.

The Company does not have a specific policy regarding the diversity of the Board.

Instead, the Board considers its overall composition when considering director candidates, including whether the Board has an appropriate combination of professional experience, skills, knowledge and variety of viewpoints and backgrounds in light of the Company’s current and expected future needs.

The Board also believes that it is desirable for new candidates to contribute to a variety of viewpoints on the Board, which may be enhanced by a mix of different professional and personal backgrounds and experiences.

Reserves Committee

The members of the Reserves Committee are Mr.

McPherson, Chairman, and Messrs.

Grossman and Hopkins.

During the fiscal year ended September 30, 2025, the Reserves Committee held one meeting.

Compensation Committee

The members of the Compensation Committee are Mr.

Horowitz, Chairman, and Mr.

The Compensation Committee (i) determines the annual compensation of the Company’s Executive Officers;

(ii) recommends, if appropriate, new employee benefit plans to the Board of Directors;

(iii) administers all employee benefit plans;

and (iv) makes such other determinations regarding compensation or benefits as may be necessary or advisable.

The Compensation Committee held one meeting during the fiscal year ended September 30, 2025.

The Board of Directors has adopted a written charter for the Compensation Committee, a copy of which is available on our website.

Executive Committee

The members of the Executive Committee are Mr.

Horowitz, Chairman, and Mr.

During the fiscal year ended September 30, 2025, the Executive Committee held six meetings.

Code of Ethics

The Company has adopted a code of ethics that applies to all of our executive and non-executive employees.

The code of ethics contains certain additional terms applicable to our Chief Executive Officer and Chief Financial Officer.

The Company’s code of ethics may be found on the Company’s website at:

www.brninc.com/ethics0304.pdf.

Beneficial Section 16(a) Beneficial Ownership Reporting Compliance

Section 16(a) of the Securities Exchange Act of 1934 (the “Exchange Act”) requires the Company’s officers and directors, and persons who own more than 10% of a registered class of the Company’s equity securities, to file certain reports of beneficial ownership with the SEC.

Based solely on the Company’s review of the copies of such forms it has received and written representations from certain reporting persons, the Company believes that all of its officers, directors and greater than 10% beneficial owners, complied with all Section 16(a) filing requirements applicable to them during the Company’s most recently completed fiscal year, except as noted below:

• Philip McPherson inadvertently filed a late Form 3 with respect to his initial statement of beneficial ownership.

This report has since been filed.

• Kenneth Grossman inadvertently filed one late Form 4 reporting a common stock award granted on September 29, 2025.

This report has since been filed.

EXECUTIVE COMPENSATION

Summary Compensation Table

The Summary Compensation Table below sets forth certain information regarding compensation paid during the fiscal years ended September 30, 2025 and September 30, 2024 to (1) Craig D.

Hopkins, our Chief Executive Officer and President as of April 1, 2024 (2) Russell M.

Gifford, our Executive Vice President, Chief Financial Officer and Treasurer, and who was our Secretary until March 31, 2024 and (3) Alexander C.

Kinzler, our Secretary and General Counsel and who was our Chief Executive Officer, President and Chief Operating Officer until March 31, 2024.

No Named Executive Officer was granted an option award or non-equity incentive plan compensation in fiscal year 2025 or 2024 or received above-market or preferential earnings on compensation that was deferred on a basis that was not tax-qualified.

As a result, such columns have been omitted.

Principal Position Year Salary ($) Bonus ($) Stock Awards

($) All Other Compensation

(s) 4 Total ($)

Chief Executive Officer and President 5 2025 189,502 — 113,520 6 — 303,022

2024 180,075 35,270 157,800 7

Executive Vice President, Chief Financial Officer and Treasurer 2025 280,000 36,250 — — 316,250

2024 280,000 22,500 — — 302,500

Secretary and General Counsel 8 2025 175,000 37,500 — 13,631 226,131

2024 175,000 22,500 — 11,361 208,861

Grants of Plan-Based Awards

Name Grant Date Number of Units (#)

Hopkins May 16, 2024 60,000

4 This amount represents perquisites received with respect to medical insurance.

5 All ($) amounts with respect to Mr.

Hopkins are the U.S.

Dollar equivalent of compensation paid in Canadian Dollars.

Hopkins became a Named Executive Officer as of April 1, 2024 when he was appointed as the Company’s Chief Executive Officer and President.

Hopkins’s salary as Chief Executive Officer of the Company, effective April 1, 2024, is $188,945 which is the U.S.

Dollar equivalent of C$265,000.

His 2025 bonus is expected to be paid in restricted stock units.

Hopkins received a grant of 66,000 restricted stock units on January 9, 2025.

Hopkins received a grant of 60,000 restricted stock units on May 16, 2024.

Kinzler was Chief Executive Officer and President until March 31, 2024.

Outstanding Equity Awards at Fiscal Year-End 2025

The following Outstanding Equity Awards At Fiscal Year-End 2025 tables sets forth grants of stock options and grants of unvested stock awards outstanding on the last day of the fiscal year ended September 30, 2025 to each Named Executive Officer.

Option Awards

Name Number of Securities Underlying Unexercised Options

(#) Exercisable Number of Securities Underlying Unexercised Options

(#) Unexercisable Option Exercise

Price ($) Option Expiration

Hopkins 60,000 shares

of Common Stock — 3.33 02/2031

Gifford 60,000 shares

of Common Stock — 3.33 02/2031

Kinzler 60,000 shares

of Common Stock — 3.66 02/2026

Name Number of Shares or Units of Stock That Have Not Vested (#) Market Value of Shares or Units of Stock That Have Not Vested ($)

Hopkins 60,000 9 135,600

The Company maintains a defined benefit pension plan (“Pension Plan”) for its eligible U.S.-based employees to provide annual benefits payable on retirement.

Eligibility is based upon attainment of age 21 and completion of one year of service.

Benefits are calculated under a formula based upon years of service and the participant’s highest average annual compensation over 60 consecutive months of service.

Since December 31, 2019, future benefit accruals for all participants under the Pension Plan have been frozen.

Consequently, current participants in the Pension Plan no longer accrue new benefits under the Pension Plan and new employees of the Company are no longer eligible to enter the Pension Plan as participants.

Kinzler and Mr.

Gifford are participants in the Pension Plan.

The Company also has a Supplemental Executive Retirement Plan (“SERP”) in order to provide an additional incentive to the Company’s U.S.-based executive officers to remain with the Company.

Since December 31, 2019, future benefit accruals for all participants under the SERP have been frozen.

Consequently, current participants in the SERP no longer accrue new benefits under the SERP and new employees of the Company are no longer eligible to enter the SERP as participants.

Kinzler and Mr.

Gifford are participants in the SERP.

Hopkins received a grant of 60,000 restricted stock units on May 16, 2024.

Such restricted stock units vest as follows:

20,000 on May 16, 2025;

20,000 on May 16, 2026;

and 20,000 on May 16, 2027.

Director Compensation

Our non-employee directors receive cash compensation and equity compensation for their service on the Board of Directors.

The compensation committee reviews the compensation of our non-employee directors periodically and recommends changes to the Board of Directors when it deems appropriate.

The following Director Compensation table sets forth information with regard to the Board of Directors (other than Mr.

Hopkins, an officer of the Company), with regard to compensation paid to them during the fiscal year ended September 30, 2025.

No non-employee members of the Board of Directors earned any non-equity incentive plan compensation or nonqualified deferred compensation earnings in fiscal year 2024.

As a result, the relevant columns have been omitted.

Name Fees Earned or Paid in Cash ($) Stock Awards ($) All Other Compensation Total ($)

Grossman 50,000 134,800 10 — 184,800

Horowitz 50,000 134,800 10

McPherson — — — —

Narbut 11 20,533 — — 20,533

Woodrum 12 31,250 — — 31,250

10 Represents a grant by the Board of Directors on October 24, 2024 of 26,455 restricted stock units valued at $50,000 to the independent directors of the Board of Directors as partial payment of fiscal 2025 director fees for their service as members of the Board of Directors from the period of October 1, 2024 to September 30, 2025 and a grant by the Board of Directors on September 29, 2025 of 65,000 shares of common stock to Messrs.

Grossman and Horowitz in recognition of their extraordinary efforts with respect to various legal matters addressed by the Company during Fiscal 2025.

11 Laurance Narbut resigned from the Board of Directors effective as of February 19, 2025.

12 Douglas N.

Woodrum was removed from the Board of Directors and all committees on which he served as a result of the Sherwood Group Consent Solicitation on May 16, 2025.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

The following table sets forth information as of December 15, 2025, with respect to the beneficial ownership of the Common Stock, the sole voting security of the Company, by (i) each person known to the Company who beneficially owns more than 5% of the Common Stock, (ii) each director and nominee of the Company, (iii) the Named Executive Officers, and (iv) all directors and executive officers of the Company as a group.

Name and Address

of Beneficial Owner Amount and Nature of Beneficial Ownership 13 Percent

Magaro 401 Riversville Road

Greenwich, Connecticut 867,544 6.9%

Sherwood 4731 North Highway A1A, Ste 213

Vero Beach, Florida 2,685,792 14 24.1%

Radoff 272 Kirby Drive

Houston, Texas 1,120,181 15 8.9%

Barnwell Industries, Inc.

Employee Pension Plan Trust 1100 Alakea Street, Ste 500

Honolulu, Hawaii 629,525 5.0%

Kinzler 1100 Alakea Street, Ste 500

Honolulu, Hawaii 999,500 16 8.0%

Horowitz 1100 Alakea Street, Ste 500

Honolulu, Hawaii 439,619 17 3.5%

Schechter 1100 Alakea Street, Ste 500

Honolulu, Hawaii 39,849 18 *

Gifford 1100 Alakea Street, Ste 500

Honolulu, Hawaii 160,000 19 1.3%

13 A person is deemed to be the beneficial owner of securities that such person can acquire as of and within the 60 days following the date of this table upon the exercise of options or the vesting of restricted stock units.

Each beneficial owner’s percentage of ownership is determined by assuming that options and/or restricted stock units that are held by such person (but not those held by any other person) and which are exercisable or vest as of and within 60 days following the date of this table have been exercised or have vested.

Except as indicated in the footnotes that follow, shares listed in the table are held with sole voting and investment power.

14 Represents shares held as of December 4, 2025, as reported on Schedule 13D filed by Ned L.

According to such filing, Mr.

Sherwood may be deemed to beneficially own 2,685,792 shares of Common Stock, which includes (i) 2,461,497 shares of Common Stock held by MRMP Managers LLC, of which Mr.

Sherwood is the chief investment officer, and (ii) 224,295 shares of Common Stock held by Ned L.

Sherwood Revocable Trust, of which Mr.

Sherwood is the beneficiary and trustee.

15 Represents shares held as of November 24, 2025, as reported on Schedule 13D filed by Bradley L.

According to such filing, Mr.

Radoff may be deemed to beneficially own 1,120,181 shares of Common Stock, which includes (i) 560,090 shares of Common Stock held by the Radoff Family Foundation, of which Mr.

Radoff is a director, and (ii) 560,091 shares of Common Stock held by Mr.

16 Includes 60,000 shares of Common Stock underlying stock options, all of which are currently exercisable.

17 Includes 315,276 shares held by Palm Global Small Cap Master Fund LP (“Palm Global”) and 124,343 shares held directly by Mr.

Palm Management (US) LLC, who, as the investment manager of Palm Global, may be deemed to be a beneficial owner of the shares of Common Stock disclosed as directly owned by Palm Global.

Due to his position with Palm Global and Palm Management (US) LLC, Mr.

Horowitz may be deemed to be a beneficial owner of the shares of Common Stock disclosed as directly owned by Palm Global.

Horowitz has expressly disclaimed such beneficial ownership except to the extent of his pecuniary interest therein.

Horowitz also has restricted stock units representing a total of 77,878 shares of Common Stock, none of which vest within 60 days of the date of this table, and, as such, those restricted stock units are excluded from the share count.

Schechter also has restricted stock units representing a total of 43,860 shares of Common Stock, none of which vest within 60 days of the date of this table, and, as such, those restricted stock units are excluded from the share count.

19 Includes 60,000 shares of Common Stock underlying stock options, all of which are currently exercisable.

Grossman 1100 Alakea Street, Ste 500

Honolulu, Hawaii 262,971 20 2.1%

1100 Alakea Street, Ste 500

Honolulu, Hawaii 127,003 21 1.0%

Hopkins 1100 Alakea Street, Ste 500

Honolulu, Hawaii 127,000 22 1.0%

McPherson 1100 Alakea Street, Ste 500

Honolulu, Hawaii — 23 *

All directors and executive officers as a group (6 persons) 1,155,942 14

________________________

* Represents less than 1% of the outstanding shares of Common Stock of the Company.

20 Includes 60,000 shares of Common Stock underlying stock options, all of which are currently exercisable.

Grossman also has restricted stock units representing a total of 77,878 shares of Common Stock, none of which vest within 60 days of the date of this table, and, as such, those restricted stock units are excluded from the share count.

Patman also has restricted stock units representing a total of 92,554 shares of Common Stock, none of which vest within 60 days of the date of this table, and, as such, those restricted stock units are excluded from the share count.

Patman also has stock options for 185,000 shares of Common Stock, none of which exercisable within 60 days of the date of this table, and, as such, those stock options are excluded from the share count.

22 Includes 60,000 shares of Common Stock underlying stock options, all of which are currently exercisable and restricted stock units representing a total of 22,000 shares of Common Stock which vest within 60 days of the date of this table.

Hopkins also has restricted stock units representing a total of 84,000 shares of Common Stock, none of which vest within 60 days of the date of this table, and, as such, those restricted stock units are excluded from the share count.

McPherson has restricted stock units representing a total of 44,445 shares of Common Stock, none of which vest within 60 days of the date of this table, and, as such, those restricted stock units are excluded from the share count.

Equity Compensation Plan Information

18 unchanged sentences

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE

There were no transactions that occurred during fiscal years 2023 and 2024 in which, to our knowledge, the Company was or is a party, in which the amount involved exceeded the disclosure thresholds set forth in the applicable SEC rules and regulations, and in which any director, director nominee, executive officer, person known by us to be a holder of more than 5% of our Common Stock or any member of the immediate family of any of the foregoing persons had or will have a direct or indirect material interest.

PRINCIPAL ACCOUNTING FEES AND SERVICES

Report of the Audit Committee

The Audit Committee has reviewed and discussed the audited consolidated financial statements with management, and the Audit Committee has discussed with Weaver and Tidwell, L.L.P., the independent registered public accounting firm, the matters required to be discussed by PCAOB Auditing Standard No.

16, “Communications with Audit Committee;

Related Amendments to PCAOB Standards;

and Transitional Amendments to PCAOB AU Section 380.”, as such may be modified or supplemented.

Weaver and Tidwell, L.L.P.

has provided to the Company the written disclosures and the letter required by applicable PCAOB requirements regarding their communications with the Audit Committee concerning independence, and the Audit Committee has discussed with Weaver and Tidwell, L.L.P.

its independence.

The committee also concluded that Weaver and Tidwell, L.L.P.’s performance of tax services to us and our affiliates, as pre-approved by the committee and described in the next section, does not impair Weaver and Tidwell, L.L.P.’s independence.

Based upon its discussions with management and with Weaver and Tidwell, L.L.P., the Audit Committee has recommended to the Board of Directors that the audited

consolidated financial statements be included in the Company’s Annual Report on Form 10-K for the fiscal year ended September 30, 2025.

The aggregate fees billed to the Company by Weaver and Tidwell, L.L.P., the Company’s independent registered public accounting firm for professional services rendered in connection with the audit of the annual financial statements included in the Company’s Annual Report on Form 10-K, review of financial statements included in the Company’s Quarterly Reports on Form 10-Q and services to the Company in connection with statutory or regulatory filings or engagements for the fiscal year ended September 30, 2025 totaled $343,795.

For the comparable services provided for the fiscal year ended September 30, 2024, the aggregate fees billed to the Company totaled $367,264.

Audit-Related Fees

For the fiscal years ended September 30, 2025 and September 30, 2024 the Company did not incur and Weaver and Tidwell, L.L.P., the Company’s independent registered public accounting firm, did not bill the Company for assurance and related services that are not reasonably related to the performance of the audit or review of the Company’s financial statements and classified above with audit fees.

For the fiscal years ended September 30, 2025 and September 30, 2024 the Company did not incur and Weaver and Tidwell, L.L.P., the Company’s independent registered public accounting firm, did not bill the Company for professional services rendered in connection with tax compliance, tax advice and tax planning services.

All Other Fees

Pre-approval Policies and Procedures

The Audit Committee pre-approves all services provided to the Company by the independent registered public accounting firm through the following policies and procedures:

(1) the Audit Committee reviews with the Company’s independent registered public accounting firm its audit plan and report thereon, including estimated Audit Fees, Audit-Related Fees, Tax Fees and Other Fees;

(2) upon review of such audit plan and estimated fees, the Audit Committee may pre-approve the provision of such products and services and the payment therefor;

and (3) at subsequent meetings of the Audit Committee, the Audit Committee reviews the status of the provision of all products and services from the Company’s independent registered public accounting firm to the Company and payment therefor, and may pre-approve the provision of additional products and services as necessary.

EXHIBITS, FINANCIAL STATEMENT SCHEDULES

15 unchanged sentences

Description of Securities Registered Pursuant to Section 12 of The Securities Exchange Act of 1934

4.3 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.

4.4 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.

4.5 Form of Common Warrant (26)

10.1 The Barnwell Industries, Inc.

19 unchanged sentences

2018 Equity Incentive Plan, as amended (13)

10.17 Stock Purchase Agreement, dated March 14, 2025 (24)

Purchase and Sale Agreement, dated August 8, 2025 (25)

10.19 Form of Securities Purchase Agreement (20)

Statement of Company Policy on Insider Trading

1 unchanged sentence

Consent of InSite Petroleum Consultants Ltd.

Consent of Ryder Scott Company, L.P.

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

6 unchanged sentences

Reserve Report Summary prepared by InSite Petroleum Consultants Ltd.

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

XBRL Instance Document

9 unchanged sentences

# Management contract or compensatory plan or arrangement.

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

(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 3.2 to Registrant’s Form 8-K filed on February 23, 2024.

(2) Incorporated by reference to Exhibit 3.2 to Registrant’s Form 8-K filed on September 15, 2025.

(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.

16 unchanged sentences

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

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

(20) Incorporated by reference to Exhibit 10.1 to Registrant’s Form 8-K filed on November 26, 2025.

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

(22) Incorporated by reference to Exhibit 4.1 to Registrant’s Form 8-K filed on January 27, 2025.

(23) Incorporated by reference to Exhibit 4.1 to Registrant’s Form 8-K filed on February 7, 2025.

(24) Incorporated by reference to Exhibit 10.1 to Registrant’s Form 10-Q filed on May 15, 2025.

(25) Incorporated by reference to Exhibit 10.1 to Registrant’s Form 10-Q filed on August 13, 2025.

(26) Incorporated by reference to Exhibit 4.1 to Registrant’s Form 8-K filed on November 26, 2025.

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.

15 unchanged sentences

December 22, 2025

/s/ Alexander C.

/s/ Kenneth S.

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

December 16, 2024

Grossman, Vice-Chairman of the Board

Grossman /s/ Joshua S.

Grossman, Chairman of the Board

December 22, 2025

/s/ Joshua S.

Horowitz /s/ Laurance E.

Horowitz, Director

December 22, 2025

Narbut, Director

/s/ Philip J.

/s/ Philip F.

McPherson, Director

December 22, 2025

/s/ Douglas N.

Woodrum, Director

Patman, Jr., Director

December 22, 2025

/s/ Joshua E.

Schechter, Director

December 22, 2025

INDEX TO EXHIBITS

4 unchanged sentences

Description of Securities Registered Pursuant to Section 12 of The Securities Exchange Act of 1934

4.3 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.

4.4 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.

4.5 Form of Common Warrant (26)

10.1 The Barnwell Industries, Inc.

19 unchanged sentences

2018 Equity Incentive Plan, as amended (13)

10.17 Stock Purchase Agreement, dated March 14, 2025 (24)

Purchase and Sale Agreement, dated August 8, 2025 (25)

10.19 Form of Securities Purchase Agreement (20)

Statement of Company Policy on Insider Trading

1 unchanged sentence

Consent of InSite Petroleum Consultants Ltd.

Consent of Ryder Scott Company, L.P.

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

6 unchanged sentences

Reserve Report Summary prepared by InSite Petroleum Consultants Ltd.

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

XBRL Instance Document

9 unchanged sentences

# Management contract or compensatory plan or arrangement.

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

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