What changed in this filing

/stocks — the workspaceLOADING

Item 1. Financial Statements

2026-02-23 compared with 2025-08-13 · 265 added, 330 removed, 407 unchanged (59% of the section changed)

7 unchanged sentences

Accounts and other receivables, net of allowance for credit losses of:

$ 50,000 at June 30, 2025;

$ 50,000 at December 31, 2025;

$ 49,000 at September 30, 2025

2 unchanged sentences

Other current assets 594,000 423,000

Current assets of discontinued operations — 1,535,000

Total current assets 5,827,000 5,230,000

8 unchanged sentences

Total property and equipment, net 9,084,000 9,162,000

Non-current assets of discontinued operations — 282,000

Total assets $ 21,467,000 $ 20,812,000

7 unchanged sentences

Other current liabilities 291,000 460,000

Current liabilities of discontinued operations — 530,000

Total current liabilities 4,001,000 4,726,000

4 unchanged sentences

Total liabilities 13,281,000 13,790,000

Commitments and contingencies

Commitments and contingencies (Note 16)

Common stock, par value $ 0.50 per share;

authorized, 40,000,000 shares:

10,221,434 issued at June 30, 2025;

12,705,964 issued at December 31, 2025;

10,241,434 issued at September 30, 2025

4 unchanged sentences

Treasury stock, at cost:

167,900 shares at June 30, 2025 and September 30, 2024

167,900 shares at December 31, 2025 and September 30, 2025

( 2,286,000 ) ( 2,286,000 )

9 unchanged sentences

Three months ended

June 30, Nine months ended

2025 2024 2025 2024

Oil and natural gas $ 2,630,000 $ 3,897,000

8 unchanged sentences

Foreign currency (gain) loss ( 47,000 ) 351,000

Interest expense 4,000 — 5,000 —

4,232,000 5,527,000

Loss from continuing operations before equity in income of affiliates and income taxes ( 1,587,000 ) ( 985,000 ) ( 4,556,000 ) ( 3,322,000 )

Equity in income of affiliates — — — 1,071,000

Loss from continuing operations before income taxes ( 1,486,000 ) ( 1,593,000 )

1 unchanged sentence

Net loss from continuing operations ( 1,412,000 ) ( 1,600,000 )

Net (loss) earnings from discontinued operations — ( 228,000 ) 12,000 ( 1,008,000 )

Net (loss) from discontinued operations

— ( 319,000 )

Net (loss) earnings attributable to non-controlling interests ( 3,000 ) 12,000 ( 5,000 ) 236,000

( 1,412,000 ) ( 1,919,000 )

Net earnings (loss) attributable to non-controlling interests

14,000 ( 2,000 )

Net loss attributable to Barnwell Industries, Inc.

5 unchanged sentences

Net loss from discontinued operations

— ( 0.02 ) — ( 0.10 )

Net loss attributable to Barnwell Industries, Inc.

7 unchanged sentences

Three months ended

June 30, Nine months ended

2025 2024 2025 2024

Net loss $ ( 1,412,000 ) $ ( 1,919,000 )

2 unchanged sentences

( 27,000 ) 93,000

Retirement plans:

Amortization of accumulated other comprehensive gain into net periodic benefit cost, net of taxes of $ 0

— ( 21,000 ) — ( 64,000 )

Total other comprehensive (loss) income ( 27,000 ) 93,000

Total comprehensive loss ( 1,439,000 ) ( 1,826,000 )

Comprehensive loss (income) attributable to non-controlling interests 3,000 ( 12,000 ) 5,000 ( 236,000 )

Comprehensive (income) loss attributable to non-controlling interests ( 14,000 ) 2,000

Comprehensive loss attributable to Barnwell Industries, Inc.

4 unchanged sentences

CONDENSED CONSOLIDATED STATEMENTS OF EQUITY

Three months ended June 30, 2025 and 2024

Outstanding Common

Stock Additional

Capital Retained Earnings (Accumulated Deficit) Accumulated

Comprehensive Income Treasury

Stock Non-controlling

Interests Total

Balance at March 31, 2024 10,028,090 $ 5,098,000 $ 7,779,000 $ 3,724,000 $ 2,069,000 $ ( 2,286,000 ) $ 14,000 $ 16,398,000

Net (loss) earnings — — — ( 1,246,000 ) — — 12,000 ( 1,234,000 )

Foreign currency translation adjustments, net of taxes of $ 0

— — — — 12,000 — — 12,000

Distributions to non-controlling interests — — — — — — ( 3,000 ) ( 3,000 )

Acquisition of non-controlling interest — — ( 186,000 ) — — — 1,000 ( 185,000 )

Share-based compensation — — 42,000 — — — — 42,000

Retirement plans:

Amortization of accumulated other comprehensive gain into net periodic benefit cost, net of taxes of $ 0

— — — — ( 21,000 ) — — ( 21,000 )

Balance at June 30, 2024 10,028,090 $ 5,098,000 $ 7,635,000 $ 2,478,000 $ 2,060,000 $ ( 2,286,000 ) $ 24,000 $ 15,009,000

Balance at March 31, 2025 10,053,534 $ 5,111,000 $ 7,806,000 $ ( 2,529,000 ) $ 2,033,000 $ ( 2,286,000 ) $ 20,000 $ 10,155,000

Net loss — — — ( 1,550,000 ) — — ( 3,000 ) ( 1,553,000 )

Foreign currency translation adjustments, net of taxes of $ 0

— — — — ( 37,000 ) — — ( 37,000 )

Share-based compensation — — 18,000 — — — — 18,000

Balance at June 30, 2025 10,053,534 $ 5,111,000 $ 7,824,000 $ ( 4,079,000 ) $ 1,996,000 $ ( 2,286,000 ) $ 17,000 $ 8,583,000

See Notes to Condensed Consolidated Financial Statements

BARNWELL INDUSTRIES, INC.

AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF EQUITY

Nine months ended June 30, 2025 and 2024

Three months ended December 31, 2025 and 2024

Outstanding Common

5 unchanged sentences

Balance at September 30, 2024 10,028,090 $ 5,098,000 $ 7,690,000 $ 595,000 $ 1,943,000 $ ( 2,286,000 ) $ 22,000 $ 13,062,000

Net (loss) earnings — — — ( 3,682,000 ) — — 236,000 ( 3,446,000 )

Net loss — — — ( 1,917,000 ) — — ( 2,000 ) ( 1,919,000 )

Foreign currency translation adjustments, net of taxes of $ 0

— — — — 93,000 — — 93,000

Distributions to non-controlling interests — — — — — — ( 226,000 ) ( 226,000 )

Acquisition of non-controlling interest — — ( 186,000 ) — — — 1,000 ( 185,000 )

Share-based compensation — — 69,000 — — — — 69,000

1 unchanged sentence

25,444 13,000 ( 13,000 ) — — — — —

Retirement plans:

Amortization of accumulated other comprehensive gain into net periodic benefit cost, net of taxes of $ 0

— — — — ( 64,000 ) — — ( 64,000 )

Balance at June 30, 2024 10,028,090 $ 5,098,000 $ 7,635,000 $ 2,478,000 $ 2,060,000 $ ( 2,286,000 ) $ 24,000 $ 15,009,000

Balance at December 31, 2024 10,053,534 $ 5,111,000 $ 7,746,000 $ ( 1,322,000 ) $ 2,036,000 $ ( 2,286,000 ) $ 20,000 $ 11,305,000

Balance at September 30, 2025 10,073,534 $ 5,121,000 $ 8,039,000 $ ( 6,508,000 ) $ 2,642,000 $ ( 2,286,000 ) $ 14,000 $ 7,022,000

3 unchanged sentences

Share-based compensation — — 94,000 — — — — 94,000

Issuance of common stock for services 83,207 42,000 59,000 — — — — 101,000

Issuance of common stock for restricted stock units vested

160,182 80,000 ( 80,000 ) — — — — —

Balance at June 30, 2025 10,053,534 $ 5,111,000 $ 7,824,000 $ ( 4,079,000 ) $ 1,996,000 $ ( 2,286,000 ) $ 17,000 $ 8,583,000

Issuance of common stock, net of costs 2,221,141 1,110,000 1,298,000 — — — — 2,408,000

Balance at December 31, 2025 12,538,064 $ 6,353,000 $ 9,410,000 $ ( 7,934,000 ) $ 2,615,000 $ ( 2,286,000 ) $ 28,000 $ 8,186,000

See Notes to Condensed Consolidated Financial Statements

2 unchanged sentences

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

Nine months ended

Three months ended

Cash flows from operating activities of continuing operations:

Net loss $ ( 1,412,000 ) $ ( 1,919,000 )

Net earnings (loss) from discontinued operations 12,000 ( 1,008,000 )

Net loss from discontinued operations

— ( 319,000 )

Net loss from continuing operations ( 1,412,000 ) ( 1,600,000 )

2 unchanged sentences

Impairment of assets — 613,000

Sale of interest in leasehold land, net of fees paid — ( 439,000 )

Distributions of income from equity investees — 1,071,000

Equity in income of affiliates — ( 1,071,000 )

Retirement benefits income ( 102,000 ) ( 79,000 )

4 unchanged sentences

Share-based compensation expense 94,000 69,000

Common stock issued for services 101,000 —

Retirement plan contributions and payments ( 140,000 ) ( 1,000 )

4 unchanged sentences

Cash flows from investing activities of continuing operations:

Acquisition of non-controlling interest — ( 185,000 )

Proceeds from sale of interest in leasehold land, net of fees paid — 439,000

Proceeds from the sale of oil and natural gas assets — 282,000

1 unchanged sentence

Dividend received from discontinued operations — 250,000

Cash divested from the sale of discontinued operations, net of proceeds ( 163,000 ) —

Payments received on note receivable related to the sale of discontinued operations 100,000 —

Net cash used in investing activities from continuing operations ( 2,235,000 ) ( 1,729,000 )

Net cash provided by (used in) investing activities from continuing operations

72,000 ( 1,997,000 )

Cash flows from financing activities of continuing operations:

Repayments for insurance premium financing ( 60,000 ) —

Distributions to non-controlling interests — ( 226,000 )

Net cash used in financing activities from continuing operations ( 60,000 ) ( 226,000 )

Proceeds from issuance of stock, net of costs 2,426,000 —

Net cash provided by financing activities from continuing operations

Cash flows from discontinued operations:

Net cash used in operating activities — ( 207,000 )

Net cash provided by (used in) investing activities 538,000 ( 2,000 )

Net cash provided by investing activities

Net cash used in financing activities — ( 250,000 )

Net cash provided by (used in) discontinued operations 193,000 ( 813,000 )

Net cash provided by discontinued operations

Effect of exchange rate changes on cash and cash equivalents 5,000 ( 127,000 )

1 unchanged sentence

Cash and cash equivalents at beginning of period 2,886,000 4,505,000

Cash and cash equivalents of discontinued operations at end of period — ( 44,000 )

Cash and cash equivalents of continuing operations at end of period $ 3,622,000 $ 1,957,000

14 unchanged sentences

Accordingly, certain information and footnote disclosures normally included in the annual consolidated financial statements prepared in accordance with U.S.

generally accepted accounting principles (“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, 2024 Annual Report on Form 10-K, as amended by our Form 10-K/A Amendment No.

1 (our “2024 Annual Report”).

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, 2025, results of operations, comprehensive loss, and equity for the three and nine months ended June 30, 2025 and 2024, and cash flows for the nine months ended June 30, 2025 and 2024, have been made.

The results of operations for the period ended June 30, 2025 are not necessarily indicative of the operating results for the full year.

In the opinion of management, all adjustments (which include only normal recurring adjustments) necessary to present fairly the financial position at December 31, 2025, results of operations, comprehensive loss, equity and cash flows for the three months ended December 31, 2025 and 2024, have been made.

The results of operations for the period ended December 31, 2025 are not necessarily indicative of the operating results for the full year.

Use of Estimates in the Preparation of Condensed Consolidated Financial Statements

6 unchanged sentences

Other than as set forth below, 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.

Discontinued Operations

On March 14, 2025, the Company entered into and completed the sale of its wholly-owned subsidiary, Water Resources International, Inc.

(“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.

Prior to the sale, the Company did not have any assurances that a sale of Water Resources was likely to occur.

See Note 3 “Discontinued Operations” for further discussion and additional disclosures related to discontinued operations.

Unless otherwise noted, the discussions in the Notes to Condensed Consolidated Financial Statements refers to the Company’s continuing operations.

Insurance Recoveries

The Company maintains directors and officers liability insurance coverage.

Receipts from insurance claim reimbursements under the liability coverage, up to the amount of costs recognized are considered recoveries.

These recoveries are accounted for when they are probable of receipt.

Insurance recoveries are not recognized prior to the recognition of the related costs incurred.

Any insurance receivable for recoveries is recorded separately from the corresponding liability, and only if recovery is determined to be probable and reasonably estimable.

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.

Our ability to sustain our business in the future will depend on sufficient oil and natural gas operating cash flows which are dependent on oil and natural gas prices, which can and in the past have fluctuated significantly, and on oil and natural gas operating expenses which are both variable and fixed.

A sufficient level of oil and natural gas operating cash flows are necessary to fund discretionary oil and natural gas capital expenditures which must be economically successful to provide sufficient returns to grow reserves and production or at a minimum replace declining production from aging wells.

Such a level of oil and natural gas capital expenditures will require funding from external debt and/or equity sources that are not currently in place, but those sources may not be feasible or sufficient.

In addition, we will need sufficient cash flows to fund our non-discretionary outflows such as oil and natural gas asset retirement obligations, ongoing oil and natural gas operating expenses and general and administrative expenses, both those related to our oil and natural gas operations and those related to our being a public company such as costs incurred related to the shareholder consent solicitation and proxy contest.

Due to the recent shareholder consent solicitation and the proxy contest costs incurred and estimated to be incurred and the impacts of recently imposed tariffs which have caused a reduction in oil prices and have had an impact on the U.S.

economy as a whole, we now face a greater uncertainty about our oil and natural gas operating cash inflows as described above, which in turn limits our ability to make the required discretionary cash outflows for the capital expenditures necessary to convert our proved undeveloped reserves to proved developed reserves.

Furthermore, because of the greater uncertainty about our cash inflows described above, there is substantial doubt about our ability to fund our non-discretionary cash outflows and thus substantial doubt about our ability to continue as a going concern for one year from the date of the filing of this report.

The Company is investigating potential sources of funding, including debt financing, the issuance of stock, and the partial or complete sale of its remaining interests in the Kukio Resort Land Development Partnerships, however, no probable timing or amounts of such funding have yet been secured.

Because of this uncertainty as well as uncertainties regarding the potential duration and depth of the impacts of recently imposed tariffs on the economy as a whole, which in turn affects oil prices and our business as described above, substantial doubt about our ability to continue as a going concern for one year from the date of the filing of this report exists.

While the sale of our U.S.

oil and natural gas properties on August 8, 2025 will help to provide cash for the near term, the amount is not estimated to be sufficient to overcome the substantial doubt for one year from the date of this filing in the absence of other sources of funding, none of which are probable at the date of this filing.

These financial statements do not include any adjustments that might result from the outcome of these uncertainties.

DISCONTINUED OPERATIONS

3 unchanged sentences

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”).

The principal payments on the Promissory Note were to be paid in installments on the following schedule:

$ 200,000 on May 15, 2025;

and $ 150,000 on June 16, 2025, July 15, 2025, August 15, 2025, and September 15, 2025.

The Promissory Note is secured by certain specified assets of Water Resources and personal guarantees of the purchasers.

As of June 30, 2025, the balance of the Promissory Note was $ 450,000 .

In August 2025, the Promissory Note was amended to change the due date of the $ 150,000 installments due on August 15, 2025 and September 15, 2025 to the following schedule:

$ 100,000 on December 15, 2025;

$ 50,000 on February 15, 2026;

and $ 150,000 on March 15, 2026 and to increase the annual interest rate on the Promissory Note from zero to 12 % beginning August 15, 2025 and to 18 % beginning December 15, 2025.

As of December 31, 2025, the balance of the Promissory Note was $ 200,000 and is presented as “Note receivable” on the Condensed Consolidated Balance Sheets ($ 300,000 as at September 30, 2025) with the remaining payments scheduled for $ 50,000 on February 15, 2026 and $ 150,000 on March 15, 2026.

The annual interest rate on the Promissory Note increased from zero to 12 % beginning August 15, 2025 and to 18 % beginning December 15, 2025.

The $ 100,000 was paid on December 15, 2025 as scheduled, as well as the $ 50,000 on February 13, 2026.

Water Resources drilled water wells and installed and repaired water pumping systems in Hawaii and represented our contract drilling segment.

1 unchanged sentence

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 nine months ended June 30, 2025.

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.

1 unchanged sentence

Three months ended

June 30, Nine months ended

2025 2024 2025 2024

Contract drilling $ — $ 543,000

Other — — — 26,000

— 1,021,000 1,156,000 3,110,000

Costs and expenses:

2 unchanged sentences

Depreciation and amortization — 24,000

Interest expense — — 1,000 2,000

Gain on sale of assets (1)

— — ( 538,000 ) —

— 1,249,000 951,000 4,118,000

(Loss) earnings from discontinued operations before income taxes

— ( 228,000 ) 205,000 ( 1,008,000 )

Loss on sale of discontinued operations — — ( 193,000 ) —

Income tax provision — — — —

Net (loss) earnings from discontinued operations

Loss from discontinued operations before income taxes

— ( 319,000 )

Net loss from discontinued operations

$ — $ ( 319,000 )

(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.

The following table presents the carrying amounts of the assets and liabilities of discontinued operations on the Condensed Consolidated Balance Sheets.

2025 September 30,

Current assets:

Cash and cash equivalents $ — $ 220,000

Accounts and other receivables, net of allowance for credit losses of:

$ 0 at June 30, 2025;

$ 234,000 at September 30, 2024

Assets held for sale — 69,000

Other current assets — 666,000

Total current assets of discontinued operations $ — $ 1,535,000

Non-current assets:

Property and equipment:

Drilling rigs and other property and equipment $ — $ 3,170,000

Accumulated depreciation, impairment, and amortization — ( 2,888,000 )

Total non-current assets of discontinued operations $ — $ 282,000

Current liabilities:

Accounts payable $ — $ 37,000

Accrued compensation — 124,000

Accrued operating and other expenses — 369,000

Total current liabilities of discontinued operations $ — $ 530,000

There are no assets or liabilities of discontinued operations included in the Condensed Consolidated Balance Sheets.

LOSS PER COMMON SHARE

2 unchanged sentences

Potentially dilutive shares are excluded from the computation of diluted loss per share if their effect is 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.

Options to purchase 465,000 shares of common stock and 106,006 restricted stock units were excluded from the computation of diluted shares for the three months ended June 30, 2024, as their inclusion would have been anti-dilutive.

Options to purchase 465,000 shares of common stock and 229,740 restricted stock units were excluded from the computation of diluted shares for the nine months ended June 30, 2025, as their inclusion would have been anti-dilutive.

Options to purchase 465,000 shares of common stock and 86,190 restricted stock units were excluded from the computation of diluted shares for the nine months ended June 30, 2024, as their inclusion would have been anti-dilutive.

Warrants to purchase 369,135 shares of common stock, options to purchase 544,301 shares of common stock and 365,142 restricted stock units, on a weighted average basis, were excluded from the computation of diluted shares for the three months ended December 31, 2025, as their inclusion would have been anti-dilutive.

Options to purchase 465,000 shares of common stock and 216,712 restricted stock units were excluded from the computation of diluted shares for the three months ended December 31, 2024, 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

2025 2024 2025 2024

Net loss from continuing operations $ ( 1,412,000 ) $ ( 1,600,000 )

Net (loss) earnings attributable to non-controlling interests of continuing operations ( 3,000 ) 12,000 ( 5,000 ) 236,000

Net earnings (loss) attributable to non-controlling interests of continuing operations

14,000 ( 2,000 )

Net loss from continuing operations attributable to Barnwell Industries, Inc.

1 unchanged sentence

Net loss earnings from discontinued operations

— ( 319,000 )

Net loss attributable to Barnwell Industries, Inc.

7 unchanged sentences

Net loss per common share from discontinued operations

— ( 0.02 ) — ( 0.10 )

Net loss per common share attributable to Barnwell Industries, Inc.

3 unchanged sentences

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.

Accordingly, the Company determined that an insurance recovery from our insurance carrier was probable and reasonably estimable and therefore recorded an estimated accrued insurance recovery receivable of $ 348,000 as of June 30, 2025.

The insurance recovery receivable is included in "Accounts and other receivables, net of allowance for credit losses," in the accompanying Condensed Consolidated Balance Sheet and the related legal expense recovery was recorded in “General and administrative” expenses in the accompanying Condensed Consolidated Statements of Operations.

The estimated accrued insurance recovery receivable amount is management's best estimate of the probable recoverable amount under the insurance policies.

While the insurer has confirmed that certain costs incurred by the Company are eligible for claim under the Company's insurance policies, the amount ultimately recoverable through insurance is dependent upon the insurer's completion of their review of eligible legal costs incurred and the recoverable amount may differ from management's estimate.

In November 2025, $ 250,000 was received, leaving a $ 98,000 receivable.

At December 31, 2025, the Company determined that an additional insurance recovery from our insurance carrier was probable and reasonably estimable and therefore recorded a total remaining estimated accrued insurance recovery receivable of $ 150,000 , resulting in a gain of $ 52,000 recognized during the three months ended December 31, 2025.

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.

The estimated insurance recovery receivable amount is management's best estimate of the probable recoverable amount under the insurance policies.

The amount ultimately recoverable through insurance is dependent upon the insurer's completion of their review of eligible legal costs incurred.

As such, the recoverable amount may differ from management's estimate.

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

Three months ended

Allowance for credit losses at beginning of period

1 unchanged sentence

(Reversal of) provision for expected credit losses

( 8,000 ) 53,000

Write-offs charged against the allowance — ( 2,000 )

17 unchanged sentences

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.

No cash distributions were received during the three months ended June 30, 2025 and 2024.

No cash distributions were received during the nine months ended June 30, 2025.

During the nine months ended June 30, 2024, Barnwell received cash distributions of $ 1,071,000 (resulting in a net amount of $ 953,000 , after distributing $ 118,000 to non-controlling interests) from the Kukio Resort Land Development Partnerships.

Equity in income of affiliates was nil for the three and nine months ended June 30, 2025, as compared to equity in income of affiliates of nil and $ 1,071,000 for the three and nine months ended June 30, 2024, respectively.

No cash distributions were received during the three months ended December 31, 2025 and 2024, after distributing $ 0 to non-controlling interests from the Kukio Resort Land Development Partnerships.

Equity in income of affiliates was nil for the three months ended December 31, 2025 and 2024.

Summarized financial information for the Kukio Resort Land Development Partnerships is as follows:

Three months ended June 30,

Three months ended December 31,

Revenue $ 1,046,000 $ 1,299,000

Gross (loss) profit

$ 424,000 $ 479,000

$ ( 47,000 ) $ ( 48,000 )

Nine months ended June 30,

Revenue $ 5,761,000 $ 12,557,000

Gross profit $ 2,612,000 $ 8,275,000

Net earnings $ 1,013,000 $ 6,674,000

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 obligations of or otherwise committed to provide financial support to the Kukio Resort Land Development Partnerships.

The Company will 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 will be recorded as equity in income of affiliates.

Accordingly, no equity in income of affiliates was recognized in the nine months ended June 30, 2025.

Cumulative distributions received from the Kukio Resort Land Development Partnerships in excess of our investment balance was $ 149,000 at June 30, 2025 and $ 373,000 at September 30, 2024.

recorded as equity in income of affiliates.

Accordingly, no equity in income of affiliates was recognized in the three months ended December 31, 2025.

Cumulative distributions received from the Kukio Resort Land Development Partnerships in excess of our investment balance was $ 116,000 at December 31, 2025 and $ 106,000 at September 30, 2025.

Sale of Interest in Leasehold Land

2 unchanged sentences

The last two single-family lots of the 80 lots developed within Increment I were sold in the quarter ended March 31, 2024.

The following table summarizes the Increment I revenues from KD I and the amount of fees directly related to such revenues:

Three months ended

June 30, Nine months ended

2025 2024 2025 2024

Sale of interest in leasehold land:

Revenues - sale of interest in leasehold land $ — $ — $ — $ 500,000

Fees - included in general and administrative expenses — — — ( 61,000 )

Sale of interest in leasehold land, net of fees paid $ — $ — $ — $ 439,000

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.

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 three months ended December 31, 2025.

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 has 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 has not been satisfied, and in turn no revenue has been recognized in the financial statements.

Investment in Leasehold Land Interest - Lot 4C

Kaupulehu Developments holds 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 terminates in December 2025.

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.

OIL AND NATURAL GAS PROPERTIES AND ASSET RETIREMENT OBLIGATIONS

Oil and Natural Gas Property Dispositions

There were no significant oil and natural gas property dispositions during the nine months ended June 30, 2025.

The $ 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.

In the quarter ended June 30, 2024, Barnwell entered into and completed a purchase and sale agreement with an independent third party and sold its interests in certain natural gas and oil properties located in the Kaybob area of Alberta, Canada.

The sales price per the agreement was adjusted for

customary purchase price adjustments to $ 441,000 in order to, among other things, reflect an economic effective date of May 1, 2024.

There were no significant oil and natural gas property dispositions during the three months ended December 31, 2025.

The $ 282,000 of proceeds from the sale of oil and natural gas properties included in the Condensed Consolidated Statement of Cash Flows for the three months ended December 31, 2024 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.

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

1 unchanged sentence

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, 2025, the Company incurred a non-cash ceiling test impairment for our U.S.

oil and natural gas properties of $ 200,000 and $ 865,000 , respectively.

During the three months ended June 30, 2024, the Company incurred a non-cash ceiling test impairment of $ 599,000 , which included impairments for our U.S.

and Canadian oil and natural gas properties of $ 112,000 and $ 487,000 , respectively.

During the nine months ended June 30, 2024, the Company incurred a non-cash ceiling test impairment of $ 2,276,000 , which included impairments for our U.S.

and Canadian oil and natural gas properties of $ 112,000 and $ 2,164,000 , respectively.

As discussed above, the ceiling test uses a 12-month historical rolling average first-day-of-the-month prices.

As such, declines in the 12-month historical rolling average first-day-of-the-month prices used in our ceiling test calculation in future periods could result in impairment write-downs in future periods in the absence of any offsetting factors that are not currently known or projected.

Based on the oil and gas prices for July 1 and August 1 of 2025, the oil prices used in the 12-month historical rolling first-day-of-the-month average for the ceiling test at September 30, 2025 are likely to be lower than at June 30, 2025.

As such, we may incur a further impairment charge in the quarter ending September 30, 2025.

The Company is currently unable to estimate a range of the amount of any potential future impairment write-downs as variables that impact the ceiling limitation are dependent upon actual results of activity through the end of September 2025.

During the three months ended December 31, 2025, there was no ceiling test impairment.

During the three months ended December 31, 2024, the Company incurred a non-cash ceiling test impairment for its U.S.

operations oil and natural gas properties of $ 613,000 .

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.

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 $ 239,000 and $ 527,000 at June 30, 2025 and September 30, 2024, 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 $ 227,000 along with $ 54,000 of non-current receivables at June 30, 2025, is included in “Other non-current assets” on the Company’s Condensed Consolidated Balance Sheet at June 30, 2025.

The estimated current portion of the unused deposit was $ 111,000 and $ 173,000 at December 31, 2025 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 $ 237,000 along with $ 143,000 of non-current receivables at December 31, 2025, is included in “Other non-current assets” on the Company’s Condensed Consolidated Balance Sheets at December 31, 2025 (September 30, 2025 - $ 222,000 and $ 61,000 , respectively).

RETIREMENT PLANS

4 unchanged sentences

Pension Plan SERP

Three months ended June 30,

2025 2024 2025 2024

Interest cost $ 98,000 $ 103,000 $ 24,000 $ 24,000

Expected return on plan assets ( 200,000 ) ( 192,000 ) — —

Amortization of net actuarial gain — — — ( 21,000 )

Net periodic benefit (income) cost $ ( 102,000 ) $ ( 89,000 ) $ 24,000 $ 3,000

Pension Plan SERP

Nine months ended June 30,

Three months ended December 31,

2025 2024 2025 2024

9 unchanged sentences

A portion of the Pension Plan’s investments is in publicly traded stocks, one of which is Barnwell’s common stock.

At June 30, 2025 and September 30, 2024, the Pension Plan held 520,350 and 413,148 shares, respectively, of Barnwell common stock (see Note 18 for additional details).

At December 31, 2025 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).

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

2025 2024 2025 2024

United States $ ( 912,000 ) $ ( 1,147,000 )

3 unchanged sentences

Three months ended

June 30, Nine months ended

2025 2024 2025 2024

Current $ ( 74,000 ) $ 16,000

6 unchanged sentences

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.

Income from our investment in the Oklahoma oil venture is 100% allocable to Oklahoma.

As such, Barnwell receives no benefit from consolidated or unitary losses and, therefore, is subject to Oklahoma state taxes.

Our operations in Texas are subject to a franchise tax assessed by the state of Texas, however no significant amounts have been incurred to date.

On July 4, 2025, the President of the United States signed into law the One Big Beautiful Bill Act.

The legislation, among other things, makes permanent, extends or modifies certain provisions under the 2017 Tax Cuts and Jobs Act, including a permanent extension of 100% bonus depreciation for certain capital expenditures.

Pursuant to ASC Topic 740, Income Taxes, the effects of changes in tax law are recognized in the period of enactment.

As such, this legislation is not reflected in the Company’s unaudited condensed consolidated financial statements for the periods ended June 30, 2025.

The Company is currently evaluating the full impact of this new legislation on its consolidated financial statements.

SEGMENT INFORMATION

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Accordingly, Barnwell’s continuing operations include the following two principal business segments:

Oil and Natural Gas Segment - Barnwell engages in oil and natural gas development, production, acquisitions and sales in Canada and in the U.S.

states of Oklahoma and Texas.

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.

2 unchanged sentences

Three months ended

June 30, Nine months ended

2025 2024 2025 2024

Oil and natural gas $ 2,630,000 $ 3,897,000

4 unchanged sentences

Total revenues $ 2,746,000 $ 3,934,000

Cost and expenses:

Oil and natural gas $ 2,071,000 $ 2,496,000

Depletion, depreciation, and amortization:

3 unchanged sentences

Oil and natural gas $ — $ 613,000

Total impairment $ 200,000 $ 599,000 $ 865,000 $ 2,276,000

Operating profit (before general and administrative expenses):

3 unchanged sentences

Total operating profit 68,000 ( 105,000 )

Equity in income of affiliates:

Land investment — — — 1,071,000

General and administrative expenses ( 1,616,000 ) ( 1,163,000 )

Foreign currency gain (loss) 47,000 ( 351,000 )

Interest expense ( 4,000 ) — ( 5,000 ) —

Interest income 15,000 26,000

Loss from continuing operations before income taxes $ ( 1,486,000 ) $ ( 1,593,000 )

REVENUE FROM CONTRACTS WITH CUSTOMERS

Disaggregation of Revenue

The following tables provide information about disaggregated revenue by revenue streams, reportable segments, geographical region, and timing of revenue recognition based upon continuing operations for the three and nine months ended June 30, 2025 and 2024.

Three months ended June 30, 2025

Oil and natural gas Land investment Other Total

Revenue streams:

Oil $ 2,360,000 $ — $ — $ 2,360,000

Natural gas 430,000 — — 430,000

Natural gas liquids 363,000 — — 363,000

Other — — 25,000 25,000

Total revenues before interest income $ 3,153,000 $ — $ 25,000 $ 3,178,000

Geographical regions:

Capital Expenditures:

Three months ended

Oil and natural gas $ 28,000 $ 2,529,000

Total $ 28,000 $ 2,529,000

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:

2025 September 30,

Oil and natural gas (1)

Canada $ 11,268,000 $ 11,118,000

Cash and cash equivalents 3,622,000 2,886,000

Asset for retirement benefits 6,056,000 5,928,000

Corporate and other 521,000 880,000

Total $ 21,467,000 $ 20,812,000

______________

(1) Primarily located in the province of Alberta, Canada .

Long-Lived Assets By Geographic Area:

2025 September 30,

United States $ 6,076,000 $ 5,965,000

Canada 9,564,000 9,617,000

Total revenues before interest income $ 3,153,000 $ — $ 25,000 $ 3,178,000

Timing of revenue recognition:

Goods transferred at a point in time $ 3,153,000 $ — $ 25,000 $ 3,178,000

Three months ended June 30, 2024

Oil and natural gas Land investment Other Total

Revenue streams:

Oil $ 3,597,000 $ — $ — $ 3,597,000

Natural gas 378,000 — — 378,000

Natural gas liquids 477,000 — — 477,000

Other — — 33,000 33,000

Total revenues before interest income $ 4,452,000 $ — $ 33,000 $ 4,485,000

Geographical regions:

Total $ 15,640,000 $ 15,582,000

Revenue By Geographic Area:

Three months ended December 31,

United States $ 70,000 $ 355,000

Canada 2,661,000 3,553,000

Total revenues before interest income $ 4,452,000 $ — $ 33,000 $ 4,485,000

Timing of revenue recognition:

Goods transferred at a point in time $ 4,452,000 $ — $ 33,000 $ 4,485,000

Nine months ended June 30, 2025

Total (before interest income) $ 2,731,000 $ 3,908,000

REVENUE FROM CONTRACTS WITH CUSTOMERS

Disaggregation of Revenue

Three months ended December 31, 2025

Oil and natural gas Land investment Other Total

11 unchanged sentences

Goods transferred at a point in time $ 2,630,000 $ 70,000 $ 31,000 $ 2,731,000

Nine months ended June 30, 2024

Three months ended December 31, 2024

Oil and natural gas Land investment Other Total

3 unchanged sentences

Natural gas liquids 405,000 — — 405,000

Contingent residual payments — 500,000 — 500,000

Other — — 11,000 11,000

8 unchanged sentences

The following table provides the balances of our receivables from contracts with customers which is included in "Accounts and other receivables, net of allowance for credit losses" in the accompanying Condensed Consolidated Balance Sheets.

June 30, 2025 September 30, 2024 September 30, 2023

December 31, 2025 September 30, 2025 September 30, 2024

Accounts receivables from contracts with customers $ 908,000 $ 913,000 $ 1,472,000

2 unchanged sentences

Three months ended

June 30, Nine months ended

2025 2024 2025 2024

Foreign currency translation:

Beginning accumulated foreign currency translation $ 295,000 $ 220,000

Change in cumulative translation adjustment before reclassifications ( 37,000 ) 12,000 53,000 20,000

Income taxes — — — —

Change in cumulative translation adjustment

( 27,000 ) 93,000

Net current period other comprehensive (loss) income ( 27,000 ) 93,000

1 unchanged sentence

Retirement plans:

Beginning accumulated retirement plans benefit income 1,723,000 1,841,000 1,723,000 1,884,000

Amortization of net actuarial gain — ( 21,000 ) — ( 64,000 )

Income taxes — — — —

Net current period other comprehensive loss — ( 21,000 ) — ( 64,000 )

Ending accumulated retirement plans benefit income 1,723,000 1,820,000 1,723,000 1,820,000

Beginning and ending accumulated retirement plans benefit income

2,347,000 1,723,000

Accumulated other comprehensive income, net of taxes $ 2,615,000 $ 2,036,000

6 unchanged sentences

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.

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.

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.

2 unchanged sentences

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 is required to make monthly principal and interest payments of $ 16,000 over the term of the agreement, which matures in February 2026.

As of June 30, 2025, the insurance premium financing liability was $ 109,000 and is included in “Other current liabilities” in the accompanying Condensed Consolidated Balance Sheets.

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.

STOCKHOLDERS' EQUITY

Private Placement Offering

On November 24, 2025, the Company entered into a securities purchase agreement (the “Purchase Agreement”) with certain investors (the “Purchasers”), including certain directors 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 Warrants 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 Warrants on grant date as $ 0.30 , totaling $ 309,000 , using a Black Sholes 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, one of the Purchasers, Mr.

Radoff, had the right to appoint a director to the Company’s board of directors.

Accordingly, the Company has appointed Mr.

Radoff’s designee, Mr.

Schechter, effective November 28, 2025, to the Board of Directors, effective November 28, 2025, to serve until the Company’s next annual meeting of stockholders.

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).

Stock Options

On October 27, 2025, Board of Directors of the Company (the "Board") 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 185,000

Expected volatility 62.0 %

Expected dividends None

Expected term (in years) 6.0

Risk-free interest rate 3.61 %

Expected forfeitures None

Fair value per share $ 0.73

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 December 31, 2025:

Options Shares Weighted-

Exercise Price Weighted-

Contractual Term Aggregate

Intrinsic Value

Outstanding at October 1, 2025

415,000 $ 3.38

Granted 185,000 1.21

Exercised — —

Expired/Forfeited — —

Outstanding at December 31, 2025

600,000 $ 2.71 6.1 $ —

Exercisable at December 31, 2025

415,000 $ 3.38 4.4 $ —

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 months ended December 31, 2025 and 2024, the Company recognized share-based compensation expense related to stock options of $ 15,000 and nil , respectively.

The remaining unrecognized compensation cost related to stock options as of December 31, 2025 was $ 119,000 ( nil - September 30, 2025).

Restricted Stock Units

On October 24, 2024, the Company’s Board of Directors (the “Board”) granted a total of 105,820 restricted stock units to the independent directors of the Board as partial payment of director fees for their service as members of the Board.

On October 8, 2025, the Board granted a total of 133,335 restricted stock units to the independent 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 January 19, 2025, the Board granted a total of 66,000 restricted stock units to the Company's President and Chief Executive Officer.

The restricted stock units vest ratably over a three-year period, subject to the employee’s continued service through the applicable vesting dates.

The following table summarizes Barnwell’s restricted stock unit activity from October 1, 2024 through June 30, 2025:

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.

The following table summarizes Barnwell’s restricted stock unit activity from October 1, 2025 through December 31, 2025:

Restricted Stock Units Shares Weighted-Average

Nonvested at October 1, 2025

Granted 171,820 1.82

154,174 $ 2.07

Granted 288,441 1.25

Forfeited — —

Nonvested at June 30, 2025

184,356 $ 2.09

Nonvested at December 31, 2025

442,615 $ 1.54

(1) The underlying common stock for these vested restricted stock units were not yet issued as of June 30, 2025;

in July 2025, the Company issued 20,000 shares of common stock for these vested restricted stock units.

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, 2025, the Company recognized share-based compensation expense related to restricted stock units of $ 18,000 and $ 147,000 , respectively.

During the three and nine months ended June 30, 2024, the Company recognized share-based compensation expense related to restricted stock units of $ 42,000 and $ 103,000 , respectively.

As of June 30, 2025, the total remaining unrecognized compensation cost related to nonvested restricted stock units was $ 199,000 , which is expected to be recognized over the weighted-average remaining requisite service period of 1.6 years.

During the three months ended December 31, 2025, the Company recognized share-based compensation expense related to restricted stock units of $ 79,000 .

During the three months ended December 31, 2024, the Company recognized share-based compensation expense related to restricted stock units of $ 69,000 .

As of December 31, 2025, the total remaining unrecognized compensation cost related to nonvested restricted stock units was $ 433,000 , which is expected to be recognized over the weighted-average remaining requisite service period of 1.5 years.

Limited-Duration Shareholder Rights Plan

On January 26, 2025, the Board adopted a shareholder rights plan and declared a dividend of one right (a “Right”) in respect of each of the Company’s issued and outstanding shares of common stock, par value $ 0.50 per share (“Common Stock”).

The dividend was payable to the shareholders of record at the close of business on February 7, 2025.

Each Right initially entitled the registered holder, subject to the terms of the Rights Agreement (as defined below), to purchase from the Company one share of Common Stock, at a price equal to $ 9.00 , subject to certain adjustments (as adjusted from time to time, the “Exercise Price”).

The terms of the Rights are set forth in the Rights Agreement, dated as of January 26, 2025 (as it may be amended from time to time, the “Rights Agreement”), by and between the Company and Broadridge Corporate Issuer Solutions, LLC, as rights agent (or any successor rights agent, the “Rights Agent”).

In general terms, the Rights Agreement imposes significant dilution upon any person or group (other than the Company or certain related persons) that is or becomes the beneficial owner of 20 % (the “Triggering Percentage”) or more of the Company’s outstanding Common Stock without the prior approval of the Board.

A person or group that becomes the beneficial owner of the Triggering Percentage or more is called an “Acquiring Person.” Any Rights held by an Acquiring Person will be null and void and may not be exercised.

Shareholders that beneficially own the Triggering Percentage or more of the Company’s outstanding Common Stock on the date the plan is adopted, are not considered Acquiring Persons;

however, such Shareholders generally may not acquire, or obtain the right to acquire, beneficial ownership of 0.25 % or more additional shares of the Company’s outstanding Common Stock.

The term “beneficial ownership” is defined in the Rights Agreement and includes, among other things, certain securities that may be exercised or converted into shares of Common Stock and certain derivative arrangements.

The Rights will expire prior to the earliest of (i) the close of business on January 26, 2026 (subject to the shareholders of the Company approving an extension of the Rights Agreement through a date on or prior to January 26, 2028);

(ii) the time at which the Rights are redeemed pursuant to the Rights Agreement;

(iii) the time at which the Rights are exchanged pursuant to the Rights Agreement;

and (iv) upon the occurrence of certain transactions.

This description of the Rights Agreement herein does not purport to be complete and is qualified in its entirety by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K, filed with the Securities and Exchange Commission on January 27, 2025.

On January 26, 2026, the Company’s then-existing shareholder rights plan expired in accordance 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 (the “Record Date”).

Each Right entitles the registered holder thereof to purchase from the Company, when exercisable and subject to adjustment, one share of common stock, at a purchase price of $ 7.00 per share, subject to adjustment (the “Purchase Price”).

Rights Certificates;

Exercise Period;

Initially, the Rights will be attached to all certificates for shares of common stock then outstanding (or for book entry shares of common stock, the Rights will be represented by notations in the respective book entry accounts), and no separate rights certificates (“Rights Certificates”) will be distributed.

Subject to certain exceptions specified in the Rights Agreement, the Rights will separate from the common stock and a distribution date for the Rights (the “Distribution Date”) will occur upon the earlier of the (i) tenth ( 10 th ) business day following a public announcement (or, if the tenth ( 10 th ) business day after such public announcement occurs before the Record Date, the close of business on the Record Date)(or such later date as shall be determined by the Board or a duly authorized committee of the Board) that a person or group of affiliated or associated persons (such person or group being an “Acquiring Person”), other than certain exempt persons, has acquired beneficial ownership of twenty percent ( 20 %) or more of the outstanding shares of common stock (including ownership of derivative securities which have an exercise or conversion privilege or a settlement payment or mechanism at a price related to the common stock or a value determined in whole or part with reference to, or derived in whole or in part from, the market price or value of the common stock), other than as a result of (a) pre-existing beneficial ownership in excess of the applicable threshold (in which case such person shall become an Acquiring Person if they become the beneficial owner of additional shares of common stock representing more than 0.25 % of the outstanding shares of common stock, subject to certain exceptions), (b) repurchases of shares of common stock or securities convertible or exchangeable into shares of common stock by the Company, (c) certain inadvertent acquisitions or (d) certain other situations (as specified in the Rights Agreement) and (ii) tenth ( 10 th ) business day (or such later date as the Board may determine) following the commencement of a tender or exchange offer by any person that would result in a person or group becoming an Acquiring Person.

For purposes of the Rights Agreement, beneficial ownership is defined to include derivative securities.

Until the Distribution Date, (i) the Rights will be evidenced by the certificates for shares of common stock (or, for book entry shares of common stock, by the notations in the respective book entry accounts) and will be transferred with, and only with, such common stock, (ii) new certificates for shares of common stock issued after the Record Date will contain a notation incorporating the Rights Agreement by reference (for book entry shares of common stock, this legend will be contained in the notations in book entry accounts) and (iii) the surrender for transfer of any outstanding shares of common stock will also constitute the transfer of the Rights associated with such common stock.

The Rights are not exercisable until the Distribution Date and will expire at the close of business on July 29, 2026, unless the Rights are earlier redeemed, exchanged or terminated.

As soon as practicable after the Distribution Date, Rights Certificates will be mailed to holders of record of shares of common stock (or notices will be provided to holders of book entry shares of common stock) as of the close of business on the Distribution Date and, thereafter, the separate Rights Certificates alone will represent the Rights.

Except as otherwise determined by the Board, only shares of common stock issued prior to the Distribution Date will be issued with the Rights.

Change of Exercise of Rights Following Certain Events

The following described events are referred to as “Triggering Events.”

(a) Flip-In Event .

In the event that a person or group of affiliated or associated persons becomes an Acquiring Person, each holder of a Right will thereafter have the right to receive, upon exercise and

payment of the Purchase Price, shares of common stock having a value of two times the then current market price of the common stock.

Notwithstanding any of the foregoing, following the occurrence of a person becoming an Acquiring Person, all Rights that are, or (under certain circumstances specified in the Rights Agreement) were, beneficially owned by any Acquiring Person (or by certain related parties) will be null and void and any holder of such Rights (including any purported transferee or subsequent holder) will be unable to exercise or transfer any such Rights.

However, Rights are not exercisable following the occurrence of a person becoming an Acquiring Person until the Distribution Date.

(b) Flip-Over Events .

In the event that, at any time after a person has become an Acquiring Person, (i) the Company engages in a merger or other business combination transaction in which the Company is not the continuing or surviving corporation, (ii) the Company engages in a merger or other business combination transaction in which the Company is the continuing or surviving corporation and the shares of common stock of the Company are changed or exchanged, or (iii) fifty percent ( 50 %) or more of the Company’s assets, cash flow, or earning power is sold or transferred, each holder of a Right (except Rights that have previously been voided as set forth above) shall thereafter have the right to receive, upon exercise and payment of the Purchase Price, one share of the common stock (or substantially equivalent voting equity securities) of the acquiring company per Right.

At any time until the earlier of (i) ten ( 10 ) business days following public announcement that an Acquiring Person has become such (the “Stock Acquisition Date”) (or, if the Stock Acquisition Date shall have occurred prior to the Record Date, ten ( 10 ) business days following the Record Date) or (ii) the expiration of the Rights Agreement, the Board may direct the Company to redeem all but not less than all of the then outstanding Rights, at a price of $ 0.001 per Right (payable in cash or other consideration deemed appropriate by the Board), subject to adjustment as provided in the Rights Agreement (the “Redemption Price”).

Immediately upon the action of the Board directing the Company to redeem the Rights, the Rights will terminate and the only right of the holders of Rights will be to receive the Redemption Price.

The Rights may only be exercised once the Company’s right to redeem the Rights has expired.

Exchange of Rights

At any time after a person or group of affiliated or associated persons becomes an Acquiring Person but before any person acquires beneficial ownership of fifty percent ( 50 %) or more of the outstanding shares of common stock, the Board may direct the Company to exchange the Rights (other than Rights owned by such person or certain related parties, which will have become null and void and non-transferable as described above), in whole or in part, at an exchange ratio of one share of common stock per Right (subject to adjustment).

If there are insufficient authorized shares of common stock to effect an exchange of the Rights, the Company may substitute cash, other securities having equivalent rights, preferences, and privileges to the shares of common stock, debt securities, other assets or any combination of the foregoing having a value equal to one share of common stock in lieu of shares of common stock.

Immediately upon the action of the Board directing the Company to exchange the Rights, the Rights will terminate and the only right of the holders of Rights will be to receive the number of shares of common stock (or cash, other equivalent securities, debt securities or other assets) equal to the number of Rights held by such holder multiplied by the exchange ratio.

Certain Adjustments

In order to preserve the actual or potential economic value of the Rights, the number of shares of common stock or other securities issuable upon exercise of the Rights and the number of Rights associated with each outstanding share of common stock are all subject to adjustment by the Board pursuant to certain customary anti-dilution provisions.

No Shareholder Rights Prior to Exercise

Until a Right is exercised, the holder thereof, as such, will have no rights as a shareholder of the Company, including, without limitation, the right to vote or to receive dividends.

Amendment of Rights Agreement

Subject to certain exceptions specified in the Rights Agreement, for so long as the Rights are then redeemable, the terms of the Rights and the Rights Agreement may be amended without the approval of any holders of Rights.

Subject to certain exceptions specified in the Rights Agreement, after the Rights are no longer redeemable, the provisions of the Rights Agreement may be amended by the Company, without the approval of any holder of Rights, including to shorten or lengthen any time period under the Rights Agreement, so long as no such amendment (a) adversely affects the interests of the holders of the Rights as such, (b) causes the Rights Agreement to become amendable other than as already provided in the Rights Agreement or (c) causes the Rights to again become redeemable.

Certain Anti-Takeover Effects;

Miscellaneous

The Rights are not intended to prevent a takeover of the Company and should not interfere with any merger or other business combination approved by the Board.

However, the Rights may cause substantial dilution to a person or group of affiliated or associated persons that acquires beneficial ownership of twenty percent ( 20 %) or more of the outstanding shares of common stock (existing holders owning twenty percent ( 20 %) or more of the outstanding shares of common stock will only trigger the rights plan if they become the beneficial owner of additional shares of common stock following the date of adoption that represent more than 0.25 % of the outstanding shares of common stock, subject to certain exceptions).

As a result, the overall effect of the Rights may be to render more difficult or discourage a change of the Company’s investment advisor or a merger, tender offer, or other business combination involving the Company that is not supported by the Board.

The preceding summary of the material terms 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 Securities and Exchange Commission (the “SEC”) on January 30, 2026.

CONTINGENCIES

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INFORMATION RELATING TO THE CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

Nine months ended

Three months ended

Supplemental disclosure of cash flow information:

2 unchanged sentences

$ — $ 136,000

Supplemental disclosure of non-cash financing activities:

Prepaid insurance funded directly by short-term premium financing borrowing $ 168,000 $ —

Capital expenditure accruals related to oil and natural gas exploration and development decreased $ 2,187,000 and $ 628,000 during the nine months ended June 30, 2025 and 2024, respectively.

Additionally, capital expenditure accruals related to oil and natural gas asset retirement obligations increased $ 164,000 and $ 367,000 during the nine months ended June 30, 2025 and 2024, respectively.

Capital expenditure accruals related to oil and natural gas exploration and development decreased $ 82,000 and $ 2,215,000 during the three months ended December 31, 2025 and 2024, respectively.

Additionally, capital expenditure accruals related to oil and natural gas asset retirement obligations increased $ 360,000 and $ 32,000 during the three months ended December 31, 2025 and 2024, respectively.

RELATED PARTY TRANSACTIONS

3 unchanged sentences

Changes to the arrangement above, effective March 7, 2019, are discussed in Note 6.

No lots were sold during the nine months ended June 30, 2025.

During the nine months ended June 30, 2024, Barnwell received $ 500,000 in percentage of sales payments from KD I from the sale of the last two single-family lots within Increment I.

Barnwell Pension Plan

During the three months ended June 30, 2025, the Pension Plan purchased 48,664 shares of Barnwell common stock which resulted in the Pension Plan owning more than 5 % of the Company's common shares outstanding as of June 30, 2025.

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 December 31, 2025, 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.

SUBSEQUENT EVENTS

Oil and Natural Gas Property Dispositions

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.

oil and natural gas assets were located in the states of Texas and Oklahoma and were owned by wholly-owned subsidiaries of Barnwell.

The Company accounts for its oil and natural gas properties under the full cost method, and thus the carrying value of its U.S.

oil and natural gas properties at June 30, 2025 was based on ceiling test parameters mandated by the U.S.

Securities and Exchange Commission including a discount rate of 10% and using the 12-month historical rolling average first-day-of-the-month prices, which results in a value that is not necessarily reflective of fair value.

The Company estimates it will incur a loss on sale of approximately $ 700,000 after related income taxes in the quarter ending September 30, 2025.

Barnwell will no longer own any oil and natural gas assets in the U.S.

as a result of this sale.

Promissory Note Amendment

In August 2025, the Promissory Note received as partial consideration for the sale of Water Resources (see Note 3) was amended to change the due date of the $ 150,000 installments due on August 15, 2025 and September 15, 2025 to the following schedule:

$ 100,000 on December 15, 2025;

$ 50,000 on February 15, 2026;

and $ 150,000 on March 15, 2026 and to increase the annual interest rate on the Promissory Note from zero to 12 % beginning August 15, 2025 and to 18 % beginning December 15, 2025.

Shareholder Rights Plan

As of January 30, 2026, the Company adopted a shareholder rights plan (see Note 15 for additional details).

Registration Statement

The Company filed a registration statement on Form S-3 (File No.

333-292684) with the SEC on January 12, 2026, which was declared effective on January 30, 2026.

The registration statement includes a “shelf prospectus” pursuant to which the Company may offer and sell up to $ 50,000,000 in securities, in aggregate, and a “selling stockholder prospectus” pursuant to which 3,250,245 shares of the Company’s common stock may be offered from time to time by the selling stockholders named therein, which shares were acquired by such selling stockholders in the private placement offering that closed on November 28, 2025 (see Note 15).

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-Q

Item 1. Financial Statements