Overview
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- TickerBRN on NYSE1
- IndustryCrude Petroleum & Natural Gas1
- HeadquartersHouston, Texas1
- Incorporated inDE3
- Business address24 Greenway Plaza, Suite 1800Q, Houston, Tx 770463
- Filer categoryNon-accelerated filer, Smaller reporting company3
- Legal formCorporation
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Barnwell was incorporated in Delaware in 1956 and fiscal 2025 represented Barnwell’s 69th year of operations. Barnwell operates in the following two principal business segments:5 From its latest annual report
Financials
From the company’s reports to the SEC. Every number links to the filing it came from.
Key numbers, fiscal 2025
Where the money goes
Where each dollar of revenue went, fiscal 2025
- Other costs99¢$13.6M
- Interest0¢$7.0K
- Income tax1¢$71.0K
Out of $13.7M in revenue.2 The company lost money this year.
Financial statements
| Fiscal year | 2018 | 2019 | 2020 | 2021 | 2022 | 2023 | 2024 | 2025 |
|---|---|---|---|---|---|---|---|---|
| Revenue | $9.4M6 | $12.1M7 | $18.3M8 | $18.1M9 | $28.5M10 | $25.3M11 | $18.1M2 | $13.7M2 |
| Cost of revenue | $3.6M15 | |||||||
| Operating expenses | $25.4M10 | $26.9M11 | $22.8M2 | $20.7M2 | ||||
| Operating income | $3.9M6 | -$6.9M7 | $779.0K8 | $6.3M9 | $11.6M10 | $5.2M11 | $303.0K2 | $30.0K2 |
| Interest | $7.0K6 | $5.0K7 | $3.0K8 | $13.0K9 | $1.0K10 | $2.0K11 | $02 | $7.0K2 |
| Income before tax | $6.5M10 | -$864.0K11 | -$3.7M2 | -$7.1M2 | ||||
| Income tax | -$601.0K6 | -$231.0K7 | $3.0K8 | $332.0K9 | $347.0K10 | -$53.0K11 | $213.0K2 | $71.0K2 |
| Net income | -$1.8M6 | -$12.4M7 | -$4.8M8 | $6.3M9 | $5.5M10 | -$961.0K11 | -$5.6M2 | -$7.1M2 |
| Earnings per share | -$0.216 | -$1.507 | -$0.578 | $0.739 | $0.5710 | -$0.1011 | -$0.562 | -$0.712 |
| Earnings per share (diluted) | -$0.216 | -$1.507 | -$0.578 | $0.739 | $0.5710 | -$0.1011 | -$0.562 | -$0.712 |
| Shares (weighted, basic) | 9.7M shares10 | 10.0M shares11 | 10.0M shares2 | 10.1M shares2 | ||||
| Shares (weighted, diluted) | 9.7M shares10 | 10.0M shares11 | 10.0M shares2 | 10.1M shares2 |
| Fiscal year | 2018 | 2019 | 2020 | 2021 | 2022 | 2023 | 2024 | 2025 |
|---|---|---|---|---|---|---|---|---|
| Cash | $6.0M6 | $4.6M7 | $4.6M8 | $11.3M9 | $12.8M10 | $2.8M11 | $4.3M2 | $2.9M2 |
| Receivables | $4.0M11 | $2.3M2 | $1.5M2 | $913.0K2 | ||||
| Current assets | $12.1M6 | $8.7M7 | $9.5M8 | $18.0M9 | $20.1M10 | $9.1M11 | $8.9M2 | $5.2M2 |
| Property, plant and equipment | $13.6M10 | $21.8M11 | $16.6M2 | $9.2M2 | ||||
| Total assets | $31.4M6 | $18.3M7 | $15.2M8 | $24.4M9 | $37.2M10 | $35.4M11 | $30.7M2 | $20.8M2 |
| Accounts payable | $1.5M10 | $881.0K11 | $1.8M2 | $2.2M2 | ||||
| Current liabilities | $3.6M6 | $4.8M7 | $6.4M8 | $5.9M9 | $8.9M10 | $6.6M11 | $7.8M2 | $4.7M2 |
| Long-term debt | $07 | $58.0K8 | $47.0K9 | $44.0K10 | $010 | |||
| Total liabilities | $15.1M6 | $17.0M7 | $17.1M8 | $14.9M9 | $18.1M10 | $16.7M11 | $17.6M2 | $13.8M2 |
| Retained earnings | $7.7M10 | $6.2M11 | $595.0K2 | -$6.5M2 | ||||
| Shareholders’ equity | $16.0M6 | $1.2M7 | -$2.0M8 | $9.5M9 | $19.1M10 | $18.7M11 | $13.0M2 | $7.0M2 |
| Shares outstanding | 8.3M shares15 | 8.3M shares6 | 8.3M shares16 | 9.4M shares17 | 10.0M shares9 | 10.0M shares18 | 10.1M shares19 | 12.5M shares2 |
Cash flow is reported year to date, not quarter by quarter, so there are no separate quarterly figures.
| Fiscal year | 2018 | 2019 | 2020 | 2021 | 2022 | 2023 | 2024 | 2025 |
|---|---|---|---|---|---|---|---|---|
| Cash from operations | -$5.1M6 | -$2.1M7 | $750.0K8 | $831.0K9 | $7.3M10 | $1.9M11 | $4.7M11 | |
| Depreciation and amortization | $2.8M10 | $4.5M11 | $5.0M2 | $3.1M2 | ||||
| Stock-based compensation | $657.0K10 | $263.0K11 | $208.0K2 | $372.0K2 | ||||
| Capital spending | $750.0K15 | |||||||
| Free cash flow | -$5.8M | |||||||
| Cash from investing | -$7.1M10 | -$11.2M11 | -$2.8M11 | |||||
| Dividends paid | $09 | $149.0K10 | $599.0K11 | $011 | ||||
| Cash from financing | $1.6M10 | -$786.0K11 | -$226.0K11 | |||||
| Dividend per share | $0.0110 | $0.0611 | $0.0011 |
Corporate structure
BARNWELL INDUSTRIES INC sits at the top of its group. 10 entities, 2 countries on record. Switch between the flow chart and the network, and select any entity to see its details.
Major holders of BARNWELL INDUSTRIES INC
- JCP Investment Management, LLC Filed SCHEDULE 13D on BARNWELL INDUSTRIES INC, latest Apr 17, 2026
- Radoff Bradley Louis Filed SCHEDULE 13D/A on BARNWELL INDUSTRIES INC, latest Apr 14, 2026 (3 filings since Dec 2, 2025)
- Ned L. Sherwood Filed SCHEDULE 13D/A on BARNWELL INDUSTRIES INC, latest Dec 4, 2025 (28 filings since Apr 27, 2022)
- Barnwell Industries, Inc. Employees' Pension Plan Trust Filed SCHEDULE 13D/A on BARNWELL INDUSTRIES INC, latest Sep 11, 2025 (2 filings since Jul 3, 2025)
- RENAISSANCE TECHNOLOGIES LLC Filed SC 13G/A on BARNWELL INDUSTRIES INC, latest Feb 13, 2023 (2 filings since Feb 11, 2022)
- Alexander C. Kinzler Filed SC 13D/A on BARNWELL INDUSTRIES INC, latest Jan 25, 2023 (2 filings since Nov 4, 2022)
- Cynthia M. White Filed SC 13G/A on BARNWELL INDUSTRIES INC, latest Nov 4, 2022
- BARNWELL INDUSTRIES INC Houston, Texas
- Barnwell Hawaiian Properties, Inc. Subsidiary · Delaware, United States
- Barnwell Investments LLC Subsidiary · Delaware, United States
- Barnwell Kona Corporation Subsidiary · Hawaii, United States
- Barnwell of Canada, Limited Subsidiary · Delaware, United States
- Barnwell Texas, LLC Subsidiary · Delaware, United States
- BOK Drilling, LLC Subsidiary · Hawaii, United States
- Kaupulehu Developments Subsidiary · Hawaii, United States
- KD Kona 2013 LLLP Subsidiary · Hawaii, United States
- Octavian Oil, Ltd. Subsidiary · Alberta, Canada
Built from subsidiaries listed in Exhibit 21 of annual reports filed with the SEC; major holders from Schedules 13D and 13G. Each entity in the chart links to its source.
What it owns
What BARNWELL INDUSTRIES INC reports owning in its annual reports to the SEC: buildings, land and equipment, real estate and locations, investments, intangible assets and inventory, at the end of its latest fiscal year and a year before.
Property and equipment
| Item | Latest | A year before | Change |
|---|---|---|---|
| Property and equipment, before depreciation | $75.0M2 Sep 30, 2025 | $84.1M2 Sep 30, 2024 | −10.8% |
| Accumulated depreciation | $65.8M2 Sep 30, 2025 | $67.5M2 Sep 30, 2024 | −2.4% |
| Property and equipment, net | $9.2M2 Sep 30, 2025 | $16.6M2 Sep 30, 2024 | −44.7% |
| Operating-lease assets (leased space) | $145.0K2 Sep 30, 2025 | $39.0K2 Sep 30, 2024 | +271.8% |
Real estate and locations
Investments
Properties, in its own words
Oil and Natural Gas and Land Investment Properties
The location and character of Barnwell’s oil and natural gas properties and its land investment properties, are described above under Item 1, “Business.”
The rest of Item 2
Corporate Offices
Barnwell's corporate headquarters is located in Honolulu, Hawaii, in a commercial office building under a lease that expires in February 2026.
Subsequent to fiscal 2025, Barnwell made the decision to relocate its corporate headquarters to co-head offices in Houston, Texas and Calgary, Alberta. The closure of the Hawaii office is scheduled to occur in early calendar year 2026. This decision reflects the Company’s ongoing efforts to streamline operations and reduce general and administrative expenses.
Item 2 of the 10-K filed Dec 23, 2025.5
Leadership
Who has led BARNWELL INDUSTRIES INC, and when. Pick a name to see everywhere that person has worked.
Chief executive
Chief financial officer
Chief operating officer
- Chief executive officerCraig Douglas Hopkins May 16, 2024 to Jan 17, 202520
- Chief executive officerAlexander C. Kinzler Feb 24, 2017 to Mar 23, 202321
- Chief executive officerMorton H. Kinzler Dec 20, 2007 to Oct 14, 201422
- ChairMorton H. Kinzler Dec 20, 2007 to Oct 14, 201422
- PresidentCraig Douglas Hopkins Aug 29, 2024 to Aug 29, 202423
- PresidentAlexander C. Kinzler Jan 15, 2004 to Mar 23, 202324
- Chief financial officerPhilip F. Patman Jr. Sep 10, 2026 to now25
- Chief financial officerAlexander C. Kinzler Aug 30, 2007 to Aug 30, 200726
- Chief financial officerRussell M. Gifford Nov 29, 2004 to Jul 21, 202127
- Chief operating officerAlexander C. Kinzler Jan 15, 2004 to Mar 4, 202024
Board members and other officers (24)
- Executive VP - FinancePhilip F. Patman Jr. Oct 29, 2025 to now28
- V.P.-Canadian OperationsWarren Douglas Steckley Aug 18, 2006 to Jan 9, 200729
- VP, ControllerMark A. Murashige Dec 1, 2004 to Apr 2, 200730
- Board memberPhilip F. Patman Jr. Oct 29, 2025 to now28
- Board memberJoshua Schechter Dec 2, 2025 to now31
- Board memberJoshua Horowitz Feb 10, 2023 to now32
- Board memberLaurance Elliot Narbut Feb 10, 2023 to Oct 28, 202433
- Board memberFrancis J. Kelly Mar 21, 2022 to Mar 21, 202234
- Board memberColin R. O'Farrell Jul 15, 2021 to Mar 9, 202235
- Board memberBradley M. Tirpak Apr 17, 2020 to Feb 17, 202136
- Board memberDouglas N. Woodrum Apr 17, 2020 to Oct 28, 202437
- Board memberPeter J. O'Malley Apr 17, 2020 to Nov 22, 202138
- Board memberPhilip James McPherson Apr 17, 2020 to now39
- Board memberMorton H. Kinzler Jun 5, 2017 to Jun 5, 201740
- Board memberJames S. Barnwell Iii. Apr 15, 2013 to Feb 18, 202041
- Board memberRobert J. Inglima Jr. Oct 19, 2007 to Feb 17, 202142
- Board memberAhron H. Haspel Mar 15, 2006 to Apr 25, 200643
- Board memberDiane G. Kranz Mar 18, 2005 to Nov 14, 201444
- Board memberKevin K. Takata Jun 6, 2005 to Aug 23, 201945
- Board memberAlan D. Hunter Dec 16, 2005 to Dec 16, 200546
- Board memberAlexander C. Kinzler Jan 15, 2004 to Mar 23, 202324
- Board memberMartin Anderson Mar 1, 2004 to Feb 1, 201947
- Board memberMurray C. Gardner Sep 27, 2004 to Jul 12, 201948
- Board memberRussell M. Gifford Nov 29, 2004 to Apr 1, 201127
Named in SEC Form D filings
People the company listed in its private-offering notices.
- DirectorKenneth Grossman named Dec 12, 202549
Subsidiaries and ownership
Subsidiaries (Exhibit 21)
- BOK Drilling, LLC Hawaii4
- Barnwell Hawaiian Properties, Inc. Delaware4
- Barnwell Investments LLC Delaware4
- Barnwell Kona Corporation Hawaii4
- Barnwell Texas, LLC Delaware4
- Barnwell of Canada, Limited Delaware4
- KD Kona 2013 LLLP Hawaii4
- Kaupulehu Developments Hawaii4
- Octavian Oil, Ltd. Alberta, Canada4
The subsidiaries the company lists in Exhibit 21 of its annual report, as filed.
Timeline
- Oct 6, 20268-K Entered a material agreement; Regulation FD disclosure50
- Oct 5, 20268-K Regulation FD disclosure; Other events51
- Sep 16, 20268-K Completed an acquisition or sale; Regulation FD disclosure52
- Aug 12, 20268-K Results of operations53
- Aug 4, 20268-K Entered a material agreement; Regulation FD disclosure54
- Jul 6, 20268-K Executive or director change; Shareholder vote55
- May 26, 20268-K Results of operations56
- Mar 27, 20268-K Other events57
- Mar 23, 20268-K Other events58
- Mar 16, 20268-K Other events59
- Mar 13, 20268-K Other events60
- Mar 9, 20268-K Other events61
- May 16, 2024New chief executive Craig Douglas Hopkins becomes CEO20
- Feb 24, 2017New chief executive Alexander C. Kinzler becomes CEO21
- Dec 20, 2007New chief executive Morton H. Kinzler becomes CEO22
Calendar
Coming up
- Around Oct 29, 2026Next results, estimated About a quarter after its last report. The company hasn't announced the date.
When it reported results
- Aug 12, 2026Reported quarterly or annual results53
- May 26, 2026Reported quarterly or annual results56
- Feb 23, 2026Reported quarterly or annual results62
- Dec 19, 2025Reported quarterly or annual results63
- Aug 14, 2025Reported quarterly or annual results64
- May 15, 2025Reported quarterly or annual results65
- Feb 14, 2025Reported quarterly or annual results66
- Dec 16, 2024Reported quarterly or annual results67
Upcoming dates from Nasdaq's calendar; past results from the company's 8-K filings (Item 2.02). The full markets calendar
Filings
292 filings to the SEC since October 2021: 9 annual reports, 15 quarterly reports, 71 major events, 71 insider forms, 39 large holders, 1 private raises, 86 other. The latest 20:
- Oct 6, 20268-K EDGAR
- Oct 5, 20268-K EDGAR
- Sep 16, 20268-K EDGAR
- Sep 10, 20264 EDGAR
- Sep 10, 20264 OWNERSHIP DOCUMENT EDGAR
- Aug 12, 20268-K EDGAR
- Aug 11, 202610-Q EDGAR
- Aug 4, 20268-K EDGAR
- Jul 6, 20268-K EDGAR
- May 26, 20268-K EDGAR
- May 21, 202610-Q EDGAR
- May 21, 2026DEFA14A EDGAR
- May 21, 2026DEF 14A EDGAR
- May 15, 2026NT 10-Q EDGAR
- Apr 17, 2026SCHEDULE 13D EDGAR
- Apr 14, 2026SCHEDULE 13D/A EDGAR
- Apr 9, 2026424B5 EDGAR
- Mar 31, 20263 OWNERSHIP DOCUMENT EDGAR
- Mar 31, 2026SCHEDULE 13D/A EDGAR
- Mar 27, 20268-K EDGAR
The 292 filings since October 2021 can be filtered by form type and year here when JavaScript is on.
Every filing from the last five years, summarized. The full record is on SEC EDGAR.
Insider trades
80 open-market trades by officers, directors and large owners since October 2021: 75 buys and 5 sales. Grants, option exercises and gifts are left out.
| Date | Who | Trade | Shares | Price | Value | Filing |
|---|---|---|---|---|---|---|
| Sep 9, 2026 | Patman Philip F JrCFO and Treasurer | Buy | 1,737 | $1.00 | $1.7K | Form 4 |
| Sep 8, 2026 | Patman Philip F JrCFO and Treasurer | Buy | 5,219 | $1.00 | $5.2K | Form 4 |
| Sep 8, 2026 | Horowitz JoshuaDirector | Buy | 10,478 | $1.00 | $10.4K | Form 4 |
| Feb 26, 2026 | Horowitz JoshuaDirector | Buy | 4,433 | $1.05 | $4.7K | Form 4 |
| Dec 3, 2025 | SHERWOOD NED L10% owner | Sale | 131,910 | $1.10 | $145.1K | Form 4 |
| Dec 2, 2025 | SHERWOOD NED L10% owner | Sale | 188,330 | $1.15 | $216.4K | Form 4 |
| Nov 24, 2025 | Patman Philip F JrCFO and Treasurer | Buy | 43,796 | $1.10 | $48.2K | Form 4 |
| Nov 24, 2025 | GROSSMAN KENNETH SDirector | Buy | 59,563 | $1.10 | $65.5K | Form 4 |
| Nov 24, 2025 | Horowitz JoshuaDirector | Buy | 59,563 | $1.10 | $65.5K | Form 4 |
| Jan 17, 2025 | Hopkins Craig DouglasChief Executive Officer | Buy | 10,000 | $1.65 | $16.5K | Form 4 |
| Aug 29, 2024 | Hopkins Craig DouglasChief Executive Officer | Buy | 5,000 | $2.50 | $12.5K | Form 4 |
| Aug 28, 2024 | Hopkins Craig DouglasChief Executive Officer | Buy | 5,000 | $2.37 | $11.8K | Form 4 |
| Aug 23, 2024 | Horowitz JoshuaDirector | Buy | 10,096 | $2.30 | $23.2K | Form 4 |
| Aug 21, 2024 | Horowitz JoshuaDirector | Buy | 7,000 | $2.24 | $15.7K | Form 4 |
| May 31, 2024 | SHERWOOD NED L10% owner | Buy | 24,011 | $2.89 | $69.4K | Form 4 |
| May 30, 2024 | SHERWOOD NED L10% owner | Buy | 1,210 | $2.85 | $3.4K | Form 4 |
| May 29, 2024 | SHERWOOD NED L10% owner | Buy | 3,205 | $2.80 | $9.0K | Form 4 |
| May 22, 2024 | SHERWOOD NED L10% owner | Buy | 1,001 | $2.85 | $2.9K | Form 4 |
| May 21, 2024 | SHERWOOD NED L10% owner | Buy | 3,451 | $2.84 | $9.8K | Form 4 |
| May 20, 2024 | SHERWOOD NED L10% owner | Buy | 18,034 | $2.81 | $50.7K | Form 4 |
All 80 trades can be filtered by person here when JavaScript is on.
From Forms 4 filed with the SEC.
Major holders
Investors who own more than 5% of the shares must tell the SEC: a 13D if they may seek to influence the company, a 13G if they hold passively.
- JCP Investment Management, LLCSCHEDULE 13D, 1 filing Apr 17, 202668
- Radoff Bradley LouisSCHEDULE 13D/A, 3 filings Dec 2, 2025 to Apr 14, 202669
- Ned L. SherwoodSCHEDULE 13D/A, 28 filings Apr 27, 2022 to Dec 4, 202570
- Barnwell Industries, Inc. Employees' Pension Plan TrustSCHEDULE 13D/A, 2 filings Jul 3, 2025 to Sep 11, 202571
- RENAISSANCE TECHNOLOGIES LLCSC 13G/A, 2 filings Feb 11, 2022 to Feb 13, 202372
- Alexander C. KinzlerSC 13D/A, 2 filings Nov 4, 2022 to Jan 25, 202373
- Cynthia M. WhiteSC 13G/A, 1 filing Nov 4, 202274
Executive pay
What the company paid its top executives, from the summary compensation table in its proxy statement. Total pay includes salary, bonus, stock and option awards and other pay, as the company valued them.
| Year | Executive | Age | Salary | Total pay |
|---|---|---|---|---|
| 2025 | Russell M. GiffordFormer Executive Vice President, Former Chief Financial Officer and Former Treasurer | $280.0K | $316.2K75 | |
| 2025 | Craig D. HopkinsChief Executive Officer and President | 52 | $303.0K75 | |
| 2025 | Alexander C. KinzlerFormer Secretary and Former General Counsel | $175.0K | $226.1K75 | |
| 2024 | Craig D. HopkinsChief Executive Officer and President | 52 | $180.1K | $373.1K75 |
| 2024 | Russell M. GiffordFormer Executive Vice President, Former Chief Financial Officer and Former Treasurer | $280.0K | $302.5K75 | |
| 2024 | Alexander C. KinzlerFormer Secretary and Former General Counsel | $175.0K | $208.9K75 |
Funding
Where the company's money came from, by calendar year: private offerings filed with the SEC, federal grants, loans, contracts and other assistance from USAspending.gov, and PPP loans from the SBA. Each bar links to the records below.
- Private raises (Form D) $2.4M
Figures by year
| Year | Private raises (Form D) | Total |
|---|---|---|
| 2025 | $2.4M | $2.4M |
Private raises
Private offerings the company reported to the SEC on Form D. The amount is what the latest filing says was sold so far, charted in the year of the first sale. Covers filings since Oct 1, 2021.
Held by these funds
The largest holders among investment managers' 13F reports for the quarter ending Jun 30, 2026. Change is in shares since the quarter before.
13F reports cover disclosed long positions in U.S. stocks only.
SEC filer profile
How BARNWELL INDUSTRIES INC is registered with the Securities and Exchange Commission, from its EDGAR record and the cover page of its latest annual report.
- Name on EDGARBARNWELL INDUSTRIES INC1
- CIK0000010048
- Employer ID (EIN)72-04969215
- Filer statusNon-accelerated filer not an emerging growth company; a smaller reporting company; not a shell company5
- Incorporated inDelaware5
- Fiscal year endsSeptember 301
- Industry code (SIC)1311 Crude Petroleum & Natural Gas1
- SEC reviewing officeOffice of Energy & Transportation, Division of Corporation Finance1
- Business address24 Greenway Plaza, Suite 1800Q, Houston, TX 770461
- Phone713-906-57051
- Shares outstanding14,434,310 as of Aug 10, 202614
- Public float$5.3M as of Mar 31, 20255
- AuditorWEAVER AND TIDWELL, L.L.P., Dallas, Texas PCAOB ID 410; no auditor attestation of internal control over financial reporting5
- On EDGAR sinceMay 12, 19951
- Filings1,043 in all: 4 (363), 8-K (212), 10-Q (65), SC 13D/A (48), DEFA14A (37), DEF 14A (32), 10QSB (30), DFAN14A (26)1
All 47 form types
SC 13G/A (26), 3 (23), 10-K (20), 4/A (18), ARS (15), 144 (13), 10KSB (10), SCHEDULE 13D/A (10), UPLOAD (10), 10-K/A (9), SC 13G (9), DEFC14A (8), CORRESP (6), 8-K/A (5), SC 13D (5), S-8 (4), 8-A12B (3), PRE 14A (3), PREC14A (3), PRRN14A (3), SCHEDULE 13D (3), 3/A (2), 424B5 (2), EFFECT (2), NT 10-Q (2), PRER14A (2), S-3 (2), 10-K405 (1), 10QSB/A (1), 144/A (1), 424B3 (1), 5 (1), 8-A12B/A (1), D (1), DEFN14A (1), DEFR14A (1), NO ACT (1), PREN14A (1), S-8 POS (1)
- Latest filingsAnnual report (10-K) Dec 23, 2025
Quarterly report (10-Q) Aug 11, 2026
Proxy statement (DEF 14A) May 21, 2026
Latest 8-K (8-K) Oct 6, 2026
Securities registered for trading
| Class | Symbol | Exchange |
|---|---|---|
| Common Stock, $0.50 par value | BRN | NYSE American |
| Common Stock Purchase Rights | NYSE American |
From the cover page of the 10-K filed Dec 23, 2025 (Section 12(b) of the Exchange Act).5
Risk factors and legal proceedings
The risks BARNWELL INDUSTRIES INC names in Item 1A of its 10-K filed Dec 23, 2025: 32 risks under these headings, as written.5
- Entity-Wide Risks
- The Company faces issues that could impair our ability to continue as a going concern in the future.
- Continued actions by an activist shareholder have had, and may continue to have, a significant negative impact on our ability to execute our business strategies and have had, and may continue to have, an adverse affect on our results of operations and financial condition.
- Stockholders may be diluted significantly through our efforts to obtain financing, satisfy obligations through the issuance of securities or use our stock as consideration in certain transactions.
- A small number of stockholders, including our General Counsel and Secretary, own a significant amount of our common stock and may have influence over the Company.
- Our operations are subject to currency rate fluctuations.
- Adverse changes in actuarial assumptions used to calculate retirement plan costs due to economic or other factors, or lower returns on plan assets could adversely affect Barnwell’s results and financial condition.
- Declines in the price of our common stock could adversely affect the value of an asset on our balance sheet and our stockholders’ equity.
- The price of our common stock has been volatile and could continue to fluctuate substantially.
- Failure to retain key personnel could hurt our operations.
- We are a smaller reporting company and benefit from certain reduced governance and disclosure requirements, including that our independent registered public accounting firm is not required to attest to the effectiveness of our internal control over financial reporting. We cannot be certain if the omission of reduced disclosure requirements applicable to smaller reporting companies will make our common stock less attractive to investors.
- Risks Related to Oil and Natural Gas Segment
The other 22 risks
- Acquisitions or discoveries of additional reserves are needed to increase our oil and natural gas segment operating results and cash flow.
- We may not realize an adequate return on oil and natural gas investments.
- Oil and natural gas prices are highly volatile and further declines, or extended low prices will significantly affect our financial condition and results of operations.
- The inability of one or more of our working interest partners to meet their obligations may adversely affect our financial results.
- We may incur material costs to comply with or as a result of health, safety, and environmental laws and regulations.
- We may fail to fully identify potential problems related to acquired reserves or to properly estimate those reserves.
- If oil and natural gas prices decline and remain low, we may be required to take write-downs of the carrying values of our oil and natural gas properties.
- The oil and natural gas industry is highly competitive.
- We are not the operator and have limited influence over the operations of certain of our oil and natural gas properties.
- Actual reserves will vary from reserve estimates.
- Part of our strategy involves using some of the latest available horizontal drilling and completion techniques. The results of our drilling are subject to drilling and completion technique risks, and results may not meet our expectations for reserves or production.
- Delays in business operations could adversely affect the amount and timing of our cash inflows.
- The oil and natural gas market in which we operate exposes us to potential liabilities that may not be covered by insurance.
- Our operations are subject to domestic and foreign government regulation and other risks, particularly in Canada and the U.S.
- Changes in U.S. trade policy, including the imposition of tariffs and the resulting consequences, could adversely affect our business, prospects, financial condition, and operating results.
- Legislation, regulation, and other government actions and shifting customer preferences and other private efforts related to greenhouse gas (“GHG”) emissions and climate change could increase our operational costs and reduce demand for our oil and natural gas, resulting in a material adverse effect on the Company’s results of operations and financial condition.
- Compliance with foreign tax and other laws may adversely affect our operations.
- Unforeseen title defects may result in a loss of entitlement to production and reserves.
- Risks Related to Land Investment Segment
- Receipt of future payments from KD II and cash distributions from the Kukio Resort Land Development Partnerships is dependent upon the developer’s continued efforts and ability to develop the property.
- We hold investment interests in unconsolidated land development partnerships, which are accounted for using the equity method of accounting, in which we do not have a controlling interest. These investments involve risks and are highly illiquid.
- Our land investment business is concentrated in the state of Hawaii. As a result, our financial results are dependent on the economic growth and health of Hawaii, particularly the island of Hawaii.
- The occurrence of natural disasters in Hawaii could adversely affect our business.
Legal proceedings
On March 26, 2025, the Company commenced a lawsuit against the Sherwood Group in the Delaware Chancery Court, seeking, among other remedies, declaratory judgment that the Sherwood Group’s purported notice to nominate certain individuals for election to the Company’s board of directors at the 2025 Annual Meeting of stockholders was invalid and injunctive relief to enjoin the Sherwood Group from presenting its slate of nominees at the 2025 Annual Meeting due to the failure of the Sherwood Group to comply with the advance notice provisions of the Company’s Bylaws.
On April 21, 2025, the Sherwood Group filed an answer to the Company’s complaint, counterclaims against the Company and a third-party complaint against Alexander Kinzler, Kenneth Grossman and Joshua Horowitz in the Delaware Chancery Court, seeking, amongst other things, dismissal of all claims brought by the Company against the Sherwood Group, declaratory judgment that the Company’s directors breached their fiduciary duties, and injunctive relief to enjoin the Company from (i) applying the Company’s Bylaws to prevent the Sherwood Group from nominating its slate of nominees set forth in the defective Sherwood nomination notice for election at the 2025 Annual Meeting and (ii) filing or distributing further proxy solicitation materials for the 2025 Annual Meeting until the Delaware Chancery Court issued a ruling determining whether the Sherwood Group complied with the advance notice provisions of the Company’s Bylaws.
The opening of Item 3, Legal Proceedings.5
Sources
The numbers on this page point here. Each one links to the record it came from.
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- 23SEC EDGARCraig Douglas Hopkins, President
- 24SEC EDGARAlexander C. Kinzler, President
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- 30SEC EDGARMark A. Murashige, VP, Controller
- 31SEC EDGARJoshua Schechter, Board member
- 32SEC EDGARJoshua Horowitz, Board member
- 33SEC EDGARLaurance Elliot Narbut, Board member
- 34SEC EDGARFrancis J. Kelly, Board member
- 35SEC EDGARColin R. O'Farrell, Board member
- 36SEC EDGARBradley M. Tirpak, Board member
- 37SEC EDGARDouglas N. Woodrum, Board member
- 38SEC EDGARPeter J. O'Malley, Board member
- 39SEC EDGARPhilip James McPherson, Board member
- 40SEC EDGARMorton H. Kinzler, Board member
- 41SEC EDGARJames S. Barnwell Iii., Board member
- 42SEC EDGARRobert J. Inglima Jr., Board member
- 43SEC EDGARAhron H. Haspel, Board member
- 44SEC EDGARDiane G. Kranz, Board member
- 45SEC EDGARKevin K. Takata, Board member
- 46SEC EDGARAlan D. Hunter, Board member
- 47SEC EDGARMartin Anderson, Board member
- 48SEC EDGARMurray C. Gardner, Board member
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- 53SEC EDGARResults of operations
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- 56SEC EDGARResults of operations
- 57SEC EDGAROther events
- 58SEC EDGAROther events
- 59SEC EDGAROther events
- 60SEC EDGAROther events
- 61SEC EDGAROther events
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