What changed in this filing

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Item 1. Financial Statements

2026-05-21 compared with 2026-02-23 · 240 added, 128 removed, 544 unchanged (40% of the section changed)

7 unchanged sentences

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

$ 50,000 at December 31, 2025;

$ 49,000 at March 31, 2026;

$ 49,000 at September 30, 2025

4 unchanged sentences

Asset for retirement benefits 6,184,000 5,928,000

Investments 14,000 —

Operating lease right-of-use assets 98,000 145,000

10 unchanged sentences

Accounts payable $ 2,126,000 $ 1,936,000

Accounts payable - related party 92,000 246,000

Accrued capital expenditures 157,000 185,000

12 unchanged sentences

authorized, 40,000,000 shares:

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

13,673,117 issued at March 31, 2026;

10,241,434 issued at September 30, 2025

4 unchanged sentences

Treasury stock, at cost:

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

167,900 shares at March 31, 2026 and September 30, 2025

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

9 unchanged sentences

Three months ended

March 31, Six months ended

2026 2025 2026 2025

Oil and natural gas $ 2,483,000 $ 3,543,000 $ 5,113,000 $ 7,440,000

7 unchanged sentences

Impairment of assets — 52,000 — 665,000

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

Foreign currency loss (gain) 58,000 ( 10,000 ) 11,000 341,000

Interest expense — 1,000 — 1,000

3,983,000 4,945,000 8,215,000 10,472,000

Loss from continuing operations before equity in income of affiliates and income taxes ( 1,448,000 ) ( 1,376,000 ) ( 2,934,000 ) ( 2,969,000 )

Equity in income of affiliates 338,000 — 338,000 —

Loss from continuing operations before income taxes ( 1,110,000 ) ( 1,376,000 ) ( 2,596,000 ) ( 2,969,000 )

1 unchanged sentence

Net loss from continuing operations ( 1,116,000 ) ( 1,538,000 ) ( 2,528,000 ) ( 3,138,000 )

Net (loss) from discontinued operations

— ( 319,000 )

Net earnings from discontinued operations — 331,000 — 12,000

( 1,116,000 ) ( 1,207,000 ) ( 2,528,000 ) ( 3,126,000 )

7 unchanged sentences

$ ( 0.09 ) $ ( 0.15 ) $ ( 0.22 ) $ ( 0.31 )

Net loss from discontinued operations

Net earnings from discontinued operations — 0.03 — —

Net loss attributable to Barnwell Industries, Inc.

7 unchanged sentences

Three months ended

March 31, Six months ended

2026 2025 2026 2025

Net loss $ ( 1,116,000 ) $ ( 1,207,000 ) $ ( 2,528,000 ) $ ( 3,126,000 )

Other comprehensive (loss) income:

Other comprehensive income (loss):

Foreign currency translation adjustments, net of taxes of $ 0

39,000 ( 3,000 ) 12,000 90,000

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

Total other comprehensive income (loss) 39,000 ( 3,000 ) 12,000 90,000

Total comprehensive loss ( 1,077,000 ) ( 1,210,000 ) ( 2,516,000 ) ( 3,036,000 )

6 unchanged sentences

CONDENSED CONSOLIDATED STATEMENTS OF EQUITY

Three months ended December 31, 2025 and 2024

Three months ended March 31, 2026 and 2025

Outstanding Common

4 unchanged sentences

Interests Total

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

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

Net loss — — — ( 1,207,000 ) — — — ( 1,207,000 )

4 unchanged sentences

— — — — — — — —

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

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

Net loss — — — ( 1,150,000 ) — — 34,000 ( 1,116,000 )

Foreign currency translation adjustments, net of taxes of $ 0

— — — — 39,000 — — 39,000

Distributions to non-controlling interests — — — — — — ( 35,000 ) ( 35,000 )

Share-based compensation — — 128,000 — — — — 128,000

Issuance of common stock for restricted stock units vested

40,750 20,000 ( 20,000 ) — — — — —

Issuance of common stock, net of costs 926,403 464,000 493,000 — — — — 957,000

Balance at March 31, 2026 13,505,217 $ 6,837,000 $ 10,011,000 $ ( 9,084,000 ) $ 2,654,000 $ ( 2,286,000 ) $ 27,000 $ 8,159,000

See Notes to Condensed Consolidated Financial Statements

BARNWELL INDUSTRIES, INC.

AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF EQUITY

Six months ended March 31, 2026 and 2025

Outstanding Common

Stock Additional

Capital Retained Earnings (Accumulated Deficit) Accumulated

Comprehensive Income Treasury

Stock Non-controlling

Interests Total

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

2 unchanged sentences

— — — — 90,000 — — 90,000

Distributions to non-controlling interests — — — — — — — —

Acquisition of non-controlling interest — — — — — — — —

Share-based compensation — — 129,000 — — — — 129,000

Issuance of common stock for restricted stock units vested

25,444 13,000 ( 13,000 ) — — — — —

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

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

Net loss — — — ( 2,576,000 ) — — 48,000 ( 2,528,000 )

Foreign currency translation adjustments, net of taxes of $ 0

— — — — 12,000 — — 12,000

Distributions to non-controlling interests — — — — — — ( 35,000 ) ( 35,000 )

Share-based compensation — — 222,000 — — — — 222,000

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

2 unchanged sentences

Issuance of common stock, net of costs 3,147,544 1,574,000 1,791,000 — — — — 3,365,000

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

Balance at March 31, 2026 13,505,217 $ 6,837,000 $ 10,011,000 $ ( 9,084,000 ) $ 2,654,000 $ ( 2,286,000 ) $ 27,000 $ 8,159,000

See Notes to Condensed Consolidated Financial Statements

2 unchanged sentences

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

Three months ended

Six months ended

Cash flows from operating activities of continuing operations:

Net loss $ ( 2,528,000 ) $ ( 3,126,000 )

Net loss from discontinued operations

— ( 319,000 )

Net earnings from discontinued operations — 12,000

Net loss from continuing operations ( 2,528,000 ) ( 3,138,000 )

2 unchanged sentences

Impairment of assets — 665,000

Equity in income of affiliates ( 338,000 ) —

Retirement benefits income ( 204,000 ) ( 158,000 )

11 unchanged sentences

Cash flows from investing activities of continuing operations:

Distribution from equity investees in excess of earnings 323,000 —

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 150,000 —

2 unchanged sentences

Cash flows from financing activities of continuing operations:

Repayments for insurance premium financing — ( 15,000 )

Proceeds from issuance of stock, net of costs 3,365,000 —

Contributions from non-controlling interests ( 35,000 ) —

Net cash provided by financing activities from continuing operations

3,330,000 ( 15,000 )

Cash flows from discontinued operations:

26 unchanged sentences

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 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.

In the opinion of management, all adjustments (which include only normal recurring adjustments) necessary to present fairly the financial position at March 31, 2026, results of operations, comprehensive loss, and equity for the three and six months ended March 31, 2026 and 2025, and cash flows for the six months ended March 31, 2026 and 2025, have been made.

The results of operations for the period ended March 31, 2026 are not necessarily indicative of the operating results for the full year.

Use of Estimates in the Preparation of Condensed Consolidated Financial Statements

2 unchanged sentences

Actual results could differ significantly from those estimates.

Significant assumptions are required in the

valuation of deferred tax assets, asset retirement obligations, proved oil and natural gas reserves, and such assumptions may impact the amount at which such items are recorded.

Significant assumptions are required in the valuation of deferred tax assets, asset retirement obligations, proved oil and natural gas reserves, and such assumptions may impact the amount at which such items are recorded.

Significant Accounting Policies

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.

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.

GOING CONCERN

5 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”).

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.

As of March 31, 2026, the balance of the Promissory Note was $ 150,000 and is presented as “Note receivable” on the Condensed Consolidated Balance Sheets ($ 300,000 as at September 30, 2025).

The final payment was extended from March 15, 2026 to June 15, 2026.

The annual interest rate on the Promissory Note increased from 0 % to 12 % beginning August 15, 2025 and to 18 % beginning December 15, 2025.

Beginning March 15, 2026, outstanding interest will be treated as part of the principal, and future interest will compound annually.

As of March 31, 2026, the balance of interest was $ 22,000 , and was included in "Accounts and other receivables, net of allowance for credit losses" in the accompanying Condensed Consolidated Balance Sheets (September 30, 2025 - $ 5,000 ).

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

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

5 unchanged sentences

Three months ended

March 31, Six months ended

2026 2025 2026 2025

Contract drilling $ — $ 613,000 $ — $ 1,156,000

— 613,000 — 1,156,000

Costs and expenses:

2 unchanged sentences

Depreciation and amortization — 16,000 — 40,000

Interest expense — 1,000 — 1,000

Gain on sale of assets (1)

— ( 538,000 ) — ( 538,000 )

— 89,000 — 951,000

Loss from discontinued operations before income taxes

— 524,000 — 205,000

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

Net loss from discontinued operations

$ — $ 331,000 $ — $ 12,000

(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 three and six months ended March 31, 2025 which was recorded in discontinued operations.

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

3 unchanged sentences

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

Warrants to purchase 1,029,104 shares of common stock, options to purchase 505,333 shares of common stock and 470,279 restricted stock units, on a weighted average basis, were excluded from the computation of diluted shares for the three months ended March 31, 2026, as their inclusion would have been anti-dilutive.

Options to purchase 465,000 shares of common stock and 258,699 restricted stock units were excluded from the computation of diluted shares for the three months ended March 31, 2025, as their inclusion would have been anti-dilutive.

Warrants to purchase 701,148 shares of common stock, options to purchase 526,758 shares of common stock and 413,314 restricted stock units, on a weighted average basis, were excluded from the computation of diluted shares for the six months ended March 31, 2026, as their inclusion would have been anti-dilutive.

Options to purchase 465,000 shares of common stock and 237,475 restricted stock units

were excluded from the computation of diluted shares for the six months ended March 31, 2025, 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

March 31, Six months ended

2026 2025 2026 2025

Net loss from continuing operations $ ( 1,116,000 ) $ ( 1,538,000 ) $ ( 2,528,000 ) $ ( 3,138,000 )

20 unchanged sentences

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.

At March 31, 2026, the Company's insurance carrier confirmed $ 176,000 will be received, resulting in gains of $ 26,000 and $ 78,000 recognized during the three and six months ended March 31, 2026, respectively.

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:

Three months ended

Six months ended

Allowance for credit losses at beginning of period

2 unchanged sentences

Write-offs charged against the allowance — ( 75,000 )

Recoveries of amounts previously written off — —

Foreign currency translation adjustment — ( 8,000 )

8 unchanged sentences

In March 2019, KD II admitted a new development partner, Replay Kaupulehu Development, LLC (“Replay”), a party unrelated to Barnwell, in an effort to move forward with development of the remainder of Increment II at Kaupulehu.

KDK and Replay hold ownership interests of 55 % and 45 %, respectively, of KD II and Barnwell has a 10.8 % indirect non-controlling ownership interest in KD II through KDK, which is accounted for using the equity method of accounting.

KDK and Replay hold ownership interests of 55 % and 45 %, respectively, of KD II and Barnwell has a 10.8 % indirect non-controlling ownership interest in KD II through KDK,

which is accounted for using the equity method of accounting.

Barnwell continues to have an indirect 19.6 % non-controlling ownership interest in KD Kukio Resorts, LLLP, KD Maniniowali, LLLP, and KD I.

4 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 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.

During the three and six months ended March 31, 2026, the Company received cash distributions of $ 323,000 (resulting in a net amount of $ 288,000 , after distributing $ 35,000 to non-controlling interests) from the Kukio Resort Land Development Partnerships.

Comparatively, there were no cash distributions received during the three and six months ended March 31, 2025.

Equity in income of affiliates was $ 338,000 for the three and six months ended March 31, 2026, as compared to nil for the three and six months ended March 31, 2025.

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

Three months ended December 31,

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

$ 424,000 $ 479,000

Three months ended

March 31, Six months ended

2026 2025 2026 2025

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 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.

Revenue $ 5,398,000 $ 4,293,000 $ 6,444,000 $ 5,592,000

Gross profit $ 2,734,000 $ 2,179,000 $ 3,158,000 $ 2,658,000

Net earnings $ 2,060,000 $ 1,599,000 $ 2,013,000 $ 1,551,000

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 nil 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 Partnersh ips.

During periods in which equity‑method earnings were suspended, future equity‑method earnings were not recognized until the Company’s share of the Kukio Partnerships’ cumulative earnings subsequent to the suspension exceeded the amount of previously recognized excess distributions.

During this suspended period, distributions received were recorded as equity in income of affiliates.

During the three months ended March 31, 2026, the Company's share of earnings from the Kukio Resort Land Development Partnerships exceeded distributions received and previously recognized excess distributions.

Accordingly, the Company resumed equity-method earnings recognition during the period.

For the three and six months ended March 31, 2026, the Company recognized equity in income of affiliates only to the extent its share of net earnings exceeded cumulative excess distributions recognized during the suspended period.

As a result, $ 338,000 was recognized as equity in income from affiliates during the three and six months ended March 31, 2026 (three and six months ended March 31, 2025 - nil and nil ), which resulted in an investment balance of $ 14,000 as at March 31, 2026 ( nil as at September 30, 2025).

Sale of Interest in Leasehold Land

14 unchanged sentences

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.

The purchaser paid an initial $ 70,000 , which was recognized as revenue during the six months ended March 31, 2026 .

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.

Because the agreement is subject to substantive contingencies and closing conditions that have not been satisfied, the criteria for revenue recognition under ASC 606 have not been met.

Accordingly, no additional revenue has been recognized in the condensed consolidated financial statements.

Also in November 2025, pursuant to a unit purchase agreement, KDK agreed to sell KDK’s interests in Increment II to Mr.

2 unchanged sentences

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.

Again, there are substantive contingencies and closing conditions that have not been satisfied, and in turn no revenue has been recognized in the financial statements.

Investment in Leasehold Land Interest - Lot 4C

3 unchanged sentences

Oil and Natural Gas Property Dispositions

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.

There were no significant oil and natural gas property dispositions during the three and six months ended March 31, 2026.

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 six months ended March 31, 2025 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.

11 unchanged sentences

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 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 .

During the three and six months ended March 31, 2026, there were no ceiling test impairments.

During the three and six months ended March 31, 2025, the Company incurred non-cash ceiling test impairments for its U.S.

operations oil and natural gas properties of $ 52,000 and $ 665,000 , respectively.

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.

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 $ 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).

The estimated current portion of the unused deposit was $ 173,000 and $ 173,000 at March 31, 2026 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 $ 221,000 along with $ 93,000 of non-current receivables at March 31, 2026, is included in “Other non-current assets” on the Company’s Condensed Consolidated Balance Sheets (September 30, 2025 - $ 222,000 and $ 61,000 , respectively).

RETIREMENT PLANS

4 unchanged sentences

Pension Plan SERP

Three months ended December 31,

Three months ended March 31,

2026 2025 2026 2025

3 unchanged sentences

Net periodic benefit (income) cost $ ( 128,000 ) $ ( 103,000 ) $ 26,000 $ 24,000

Pension Plan SERP

Six months ended March 31,

2026 2025 2026 2025

Interest cost $ 204,000 $ 195,000 $ 52,000 $ 47,000

Expected return on plan assets ( 435,000 ) ( 400,000 ) — —

Amortization of net actuarial gain ( 25,000 ) — — —

Net periodic benefit (income) cost $ ( 256,000 ) $ ( 205,000 ) $ 52,000 $ 47,000

The net periodic benefit (income) cost is included in “General and administrative” expenses in the Company's Condensed Consolidated Statements of Operations.

4 unchanged sentences

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

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).

At March 31, 2026 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

March 31, Six months ended

2026 2025 2026 2025

United States $ ( 716,000 ) $ ( 1,526,000 ) $ ( 1,628,000 ) $ ( 2,673,000 )

3 unchanged sentences

Three months ended

March 31, Six months ended

2026 2025 2026 2025

Current $ 6,000 $ 187,000 $ ( 68,000 ) $ 203,000

16 unchanged sentences

Three months ended

March 31, Six months ended

2026 2025 2026 2025

Oil and natural gas $ 2,483,000 $ 3,543,000 $ 5,113,000 $ 7,440,000

16 unchanged sentences

Total operating profit 93,000 773,000 161,000 668,000

Equity in income of affiliates:

Land investment 338,000 — 338,000 —

General and administrative expenses ( 1,521,000 ) ( 2,162,000 ) ( 3,137,000 ) ( 3,325,000 )

Foreign currency gain (loss) ( 58,000 ) ( 10,000 ) ( 11,000 ) ( 341,000 )

Interest expense — 1,000 — ( 1,000 )

Interest income 38,000 4,000 53,000 30,000

1 unchanged sentence

Capital Expenditures:

Three months ended

Six months ended March 31,

Oil and natural gas $ 222,000 $ 112,000

17 unchanged sentences

Revenue By Geographic Area:

Three months ended December 31,

Three months ended

March 31, Six months ended

2026 2025 2026 2025

United States $ — $ 376,000 $ 70,000 $ 731,000

3 unchanged sentences

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 months ended December 31, 2025 and 2024.

Three months ended December 31, 2025

Three months ended March 31, 2026

Oil and natural gas Land investment Other Total

11 unchanged sentences

Goods transferred at a point in time $ 2,483,000 $ — $ 14,000 $ 2,497,000

Three months ended December 31, 2024

Three months ended March 31, 2025

Oil and natural gas Land investment Other Total

11 unchanged sentences

Goods transferred at a point in time $ 3,543,000 $ — $ 22,000 $ 3,565,000

Six months ended March 31, 2026

Oil and natural gas Land investment Other Total

Revenue streams:

Oil $ 3,686,000 $ — $ — $ 3,686,000

Natural gas 940,000 — — 940,000

Natural gas liquids 487,000 — — 487,000

Other — 70,000 45,000 115,000

Total revenues before interest income $ 5,113,000 $ 70,000 $ 45,000 $ 5,228,000

Geographical regions:

United States $ — $ 70,000 $ — $ 70,000

Canada 5,113,000 — 45,000 5,158,000

Total revenues before interest income $ 5,113,000 $ 70,000 $ 45,000 $ 5,228,000

Timing of revenue recognition:

Goods transferred at a point in time $ 5,113,000 $ 70,000 $ 45,000 $ 5,228,000

Six months ended March 31, 2025

Oil and natural gas Land investment Other Total

Revenue streams:

Oil $ 5,744,000 $ — $ — $ 5,744,000

Natural gas 837,000 — — 837,000

Natural gas liquids 859,000 — — 859,000

Contingent residual payments — — — —

Other — — 33,000 33,000

Total revenues before interest income $ 7,440,000 $ — $ 33,000 $ 7,473,000

Geographical regions:

United States $ 731,000 $ — $ — $ 731,000

Canada 6,709,000 — 33,000 6,742,000

Total revenues before interest income $ 7,440,000 $ — $ 33,000 $ 7,473,000

Timing of revenue recognition:

Goods transferred at a point in time $ 7,440,000 $ — $ 33,000 $ 7,473,000

Contract Balances

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.

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

March 31, 2026 September 30, 2025 September 30, 2024

Accounts receivables from contracts with customers $ 1,051,000 $ 913,000 $ 1,472,000

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Three months ended

March 31, Six months ended

2026 2025 2026 2025

Foreign currency translation:

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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.

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.

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The insurance premium financing was repaid in full in September 2025.

As at March 31, 2026, the Company has no debt.

STOCKHOLDERS' EQUITY

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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 estimated the fair value of a Common Warrant on the grant date to be $ 0.30 , totaling an aggregate of $ 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 .

3 unchanged sentences

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.

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

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

333-292684) with the Securities and Exchange Commission (the "SEC") on January 12, 2026 ("January 2026 Registration Statement"), which was declared effective on January 30, 2026.

The registration statement includes a resale prospectus covering up to 3,250,245 shares of the Company’s common stock issued or issuable pursuant to the Purchase Agreement, consisting of 2,221,141 shares of common stock and up to 1,029,104 Warrant Shares, which may be offered from time to time by the selling stockholders named therein.

At-the-Market Equity Offering Program

The aforementioned January 2026 Registration Statement also included a "shelf prospectus" pursuant to which the Company may offer and sell up to $ 50,000,000 in securities, in aggregate.

On February 25, 2026, the Company entered into a sales agreement (the "Sales Agreement") with Roth Capital Partners, LLC (the "Sales Agent"), relating to the shares of our common stock, par value $ 0.50 per share, under which the Company may, from time to time, sell shares of the Company’s common stock having an aggregate offering price of up to $ 50,000,000 in “at the market” offerings through or to the Sales Agent.

Due to the offering limitations applicable to the Company under General Instruction I.B.6.

of Form S-3 and the Company's public float as calculated in accordance therewith as of February 25, 2026, the Company agreed to limit the issuance and sales of securities under this facility to $ 3,200,000 worth of shares of common stock.

The Company issued and sold an aggregate of 926,403 shares under this agreement during the three months ended March 31, 2026.

The gross proceeds received from this Sales Agreement throughout the period totaled $ 1,133,000 reflecting an average gross sales price of $ 1.22 per share.

Net proceeds totaled $ 957,000 , with $ 28,000 in commissions and $ 148,000 in fees associated with issuance costs, including legal and accounting costs.

Common Stock Issued for Services

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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:

The following table summarizes Barnwell’s equity-classified stock options activity from October 1, 2025 through March 31, 2026:

Options Shares Weighted-

7 unchanged sentences

Expired/Forfeited ( 160,000 ) 3.45

Outstanding at December 31, 2025

Outstanding at March 31, 2026

440,000 $ 2.44 6.8 $ —

Exercisable at December 31, 2025

Exercisable at March 31, 2026

255,000 $ 3.33 4.9 $ —

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).

During the three and six months ended March 31, 2026, the Company recognized share-based compensation expense related to stock options of $ 20,000 and $ 35,000 , respectively.

There was no share-based compensation expense related to stock options during the three and six months ended March 31, 2025.

The remaining unrecognized compensation cost related to stock options as of March 31, 2026 was $ 99,000 ( nil - September 30, 2025).

Restricted Stock Units

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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:

On January 26, 2026, the Board granted a total of 75,000 shares of restricted stock to an independent consultant as payment for consulting services rendered to the Company.

The restricted shares vest in equal monthly installments over a one‑year period beginning in January 2026, subject to the consultant’s continued service through the applicable vesting dates.

The following table summarizes Barnwell’s restricted stock unit activity from October 1, 2025 through March 31, 2026:

Restricted Stock Units Shares Weighted-Average

2 unchanged sentences

Granted 363,441 1.22

( 40,750 ) 1.43

Forfeited — —

Nonvested at December 31, 2025

Nonvested at March 31, 2026

476,865 $ 1.48

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 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.

During the three and six months ended March 31, 2026, the Company recognized share-based compensation expense related to restricted stock units of $ 108,000 and $ 187,000 , respectively.

During the three and six months ended March 31, 2025, the Company recognized share-based compensation expense related to restricted stock units of $ 60,000 and $ 129,000 , respectively.

As of March 31, 2026, the total remaining unrecognized compensation cost related to nonvested restricted stock units was $ 407,000 , which is expected to be recognized over the weighted-average remaining requisite service period of 1.2 years.

Limited-Duration Shareholder Rights Plan

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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.

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”).

Under the Rights Agreement, each outstanding share of common stock carries one preferred share purchase right.

Subject to certain exceptions, the Rights become exercisable if a person or group acquires beneficial ownership of 20 % or more of the Company’s outstanding common stock.

Shareholders who beneficially owned 20 % or more of the Company’s outstanding common stock as of the adoption date of the Rights Plan will not trigger the Rights Plan unless they acquire beneficial ownership of additional shares representing more than 0.25 % of the Company’s outstanding common stock, subject to certain exceptions.

The Rights Plan expires on July 29, 2026, unless earlier redeemed, exchanged, or terminated in accordance with the Rights Agreement.

The preceding description 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 SEC on January 30, 2026.

CONTINGENCIES

4 unchanged sentences

INFORMATION RELATING TO THE CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

Three months ended

Six months ended

Supplemental disclosure of cash flow information:

2 unchanged sentences

$ — $ 168,000

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.

Capital expenditure accruals related to oil and natural gas exploration and development decreased $ 27,000 and $ 2,259,000 during the six months ended March 31, 2026 and 2025, respectively.

Additionally, capital expenditure accruals related to oil and natural gas asset retirement obligations increased nil and $ 149,000 during the six months ended March 31, 2026 and 2025, respectively.

RELATED PARTY TRANSACTIONS

1 unchanged sentence

KD I and KD II are part of the Kukio Resort Land Development Partnerships in which Barnwell holds indirect 19.6 % and 10.8 % non-controlling ownership interests, respectively, accounted for under the equity method of investment.

The percentage of sales payments are part of transactions which took place in 2004 and 2006 where Kaupulehu Developments sold its leasehold interests in Increment I and Increment II to KD I's and KD II's predecessors in interest, respectively, which was prior to Barnwell’s affiliation with KD I and KD II which commenced on November 27, 2013, the acquisition date of our ownership interest in the Kukio Resort Land Development Partnerships.

acquisition date of our ownership interest in the Kukio Resort Land Development Partnerships.

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

4 unchanged sentences

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.

As of March 31, 2026, 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.

Account payable - related parties

During fiscal year 2025, a Special Committee of the Board of Directors of the Company engaged Skadden, Arps, Slate, Meagher & Flom LLP (“Skadden”) to provide legal services related to various governance matters, including proxy and consent solicitations and related litigation involving a significant stockholder.

A partner of Skadden who advised the Company is the brother of a member of the Company’s Board of Directors.

The Company incurred $ 871,000 of legal fees with Skadden during fiscal year 2025.

These amounts were fully recognized as legal expenses in the Company’s consolidated statements of operations in the periods in which the services were rendered.

The identified matter relates solely to the classification of the related payable on the balance sheet and the omission of related‑party disclosure in previously issued financial statements.

During the quarter ended March 31, 2026, the Company corrected the classification of the related payable to accounts payable - related parties and included the required related‑party disclosures.

This correction had no impact on the Company’s consolidated statements of operations, cash flows, or previously reported net income for any period presented.

At March 31, 2026, the Company had $ 92,000 of accounts payable due to Skadden, which is classified as "Accounts payable - related party" in the accompanying Condensed Consolidated Balance Sheets ($ 246,000 at September 30, 2025).

REVISION OF PREVIOUSLY ISSUED FINANCIAL STATEMENTS

The Company identified certain errors in its previously issued September 30, 2025 consolidated financial statements related to the presentation and disclosure of legal fees related to various governance matters, including proxy and consent solicitations and related litigation involving a significant stockholder.

A partner of the law firm engaged by the Company was an immediate family member of a member of the Company’s Board of Directors.

Management evaluated these errors in accordance with SEC Staff Accounting Bulletin Number 99, Materiality (“SAB 99”), which is since codified in Accounting Standards Codification 250, Accounting Changes and Error Corrections (“ASC 250”).

The Company performed a quantitative and qualitative assessment of the errors and determine that the errors did not have a material impact to previously issued financial statements.

These amounts were fully recognized as legal expenses in the Company’s consolidated statements of operations in the periods in which the services were rendered.

The identified matter relates solely to the classification of the related-

party payable on the balance sheets and statements of cash flows and the omission of related‑party disclosure in previously issued financial statements.

Management noted that the presentation and disclosure errors identified resulted in a net zero impact to total operating costs and expenses, income from operations, or net income.

Therefore, these immaterial errors have been corrected in the current period in accordance with the guidance under SAB 99 and ASC 250.

The unaudited condensed consolidated financial statements presented herein for the three and six months ended March 31, 2026 and 2025 have been revised to correct the errors described above in accordance with SEC SAB Topic 1.M, as codified in ASC 250.

SUBSEQUENT EVENTS

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).

On April 9, 2026, pursuant to SEC Rule 424(b)(5), the Company filed a prospectus supplement amending and supplementing its prospectus supplement dated January 30, 2026 under Form S-3.

This prospectus supplement increased the limit on the issuance and sales of securities under its Sales Agreement with Roth Capital (see Note 15 "Stockholders' Equity") to $ 4,298,000 .

For the period from April 1, 2026 through the date of filing of these condensed consolidated financial statements, the Company issued an additional 884,093 shares of its common stock under the sales agreement, at an average sales price of $ 1.32 per share, resulting in gross proceeds of $ 1,164,000 .

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