Form 8-K

8-K — BARNWELL INDUSTRIES INC

Accession: 0001140361-26-032289

Filed: 2026-08-12

Period: 2026-08-11

CIK: 0000010048

SIC: 1311 (CRUDE PETROLEUM & NATURAL GAS)

Item: Results of Operations and Financial Condition

Item: Financial Statements and Exhibits

Documents

8-K — ef20079988_8k.htm (Primary)

EX-99.1 — EXHIBIT 99.1 (ef20079988_ex99-1.htm)

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8-K

8-K (Primary)

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

FORM 8-K

Current Report Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): August 11, 2026

BARNWELL INDUSTRIES, INC.

(Exact Name of Registrant as Specified in its Charter)

Delaware

1-5103

72-0496921

(State or other jurisdiction of Incorporation)

(Commission File Number)

(IRS Employer Identification No.)

24 Greenway Plaza, Suite 1800Q

Houston, Texas 77046

(Address of Principal Executive Offices) (Zip Code)

(713) 730-7026

(Registrant’s Telephone Number, Including Area Code)

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the

following provisions:

☐

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Title of each class

Trading Symbol(s)

Name of each exchange on which registered

Common Stock, $0.50 Par Value

BRN

NYSE American

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this

chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter). Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any

new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 2.02

Results of Operations and Financial Condition

On August 11, 2026, Barnwell Industries, Inc. issued a press release announcing its financial results for its third fiscal quarter ended June 30,

2026. A copy of such press release is furnished as Exhibit 99.1 to this Current Report.

The information furnished pursuant to Item 2.02 of this Current Report on Form 8-K, including Exhibit 99.1 attached hereto, is being furnished and

shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference into any

other filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such a filing.

Item 9.01

Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.

Description

99.1

Press release dated August 11, 2026.

104

Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its

behalf by the undersigned hereunto duly authorized.

Dated: August 11, 2026

BARNWELL INDUSTRIES, INC.

By:

/s/ Philip F. Patman, Jr.

Name:

Philip F. Patman, Jr.

Title:

Chief Financial Officer and Treasurer

EX-99.1 — EXHIBIT 99.1

EX-99.1

Filename: ef20079988_ex99-1.htm · Sequence: 2

Exhibit 99.1

Barnwell Industries, Inc. Reports Results for Its Third Quarter

Ended June 30, 2026

Sequential Quarter-on-Quarter Results Improve as Company Increases Production, Lowers Costs, and Strengthens Balance Sheet While

Continuing to Evaluate Strategic Transformational Opportunities

HOUSTON, TX / ACCESS Newswire / August 11, 2026 / Barnwell

Industries, Inc. (NYSE American: BRN) today reported financial results for its third quarter ended June 30, 2026.

Barnwell continued to improve its operating and cost structure during the third quarter as the Company benefited from lower administrative expenses, improved oil and gas operating results stemming both from increased production and product pricing, and the completion of its corporate transition from

Honolulu, Hawai‘i to a lower-cost Houston based platform.

For the quarter ended June 30, 2026, Barnwell reported revenue

of $3,379,000 and a consolidated net loss of $403,000, compared to revenue of

$2,535,000 and a consolidated net loss of $1,116,000 for the quarter ended March 31, 2026. Net loss attributable to Barnwell shareholders improved to $440,000,

or $0.03 per share, compared with $1,150,000, or $0.09 per share, in the prior quarter. These results were generated not only by improved pricing, but also

increased production of 82,000 barrels of oil equivalent (“BOE”) during the quarter, compared with 75,000 BOE during the previous quarter, reflecting a nine percent (9%) overall increase.

The Company also maintained its strong balance sheet, remaining debt free and ending the quarter with $4,467,000 in cash and cash equivalents and $3,070,000 of working capital. Reflecting the combination of increased

production, improved pricing and more efficient cost structure, Barnwell generated positive Adjusted EBITDA, a non-GAAP measure, of $425,000 for the quarter ended

June 30, 2026, a significant improvement from negative Adjusted EBITDA of $369,000 in the immediately preceding quarter.

Management believes these sequential results demonstrate tangible progress in repositioning Barnwell around a leaner operating model and more

focused asset base. Management also believes that quarter-on-quarter comparisons provide the most meaningful framework for evaluating the Company’s recent performance given its previously disclosed divestitures of U.S. and select Canadian oil and

gas assets, which materially reduced the Company’s asset base relative to the prior-year.

Efficiencies, Cost Reduction Initiatives, and Overall Operational Results Improvements

During the quarter, Barnwell continued to execute initiatives focused on streamlining operations, reducing overhead, and improving long-term

operating leverage. Salaries, wages and bonuses declined 12% compared to the quarter ended March 31, 2026. General and administrative expenses decreased to $1,409,000 from $1,521,000 in the prior quarter. Cash general and administrative

expenses, a non-GAAP measure excluding share-based compensation and other non-cash items, declined 8% sequentially to $1,280,000 from $1,392,000. Excluding insurance recoveries of $26,000 in the prior quarter, cash general and administrative expenses declined approximately 10% quarter-over-quarter. The Company expects

additional benefits from its lower-cost operating structure in future periods following the completion of the corporate headquarters transition from Honolulu to Houston and the establishment of its new finance team.

Compared to the quarter ended March 31, 2026, Barnwell reduced

its net loss from continuing operations by approximately 64%, lowered cash general and administrative expenses by 8%, improved oil and natural gas operating

performance, and maintained a debt-free balance sheet with almost $4.5 million of cash and cash equivalents.

Oil and Natural Gas Operating Results

Oil and natural gas operating results increased by $670,000 to

$757,000 for the three

months ended June 30, 2026 compared to the three months ended March 31, 2026. This increase was attributable to a $858,000 increase in oil and natural gas revenues and a $7,000 decrease in oil and natural gas depletion expense, partially offset by a $195,000 increase in oil and natural gas operating expenses.

Barnwell’s oil and gas operating results following the third quarter continue to be positively impacted by the elevated recent prices for oil.

Foreign Currency Gain

Net loss from continuing operations for the three months ended June

30, 2026 included a $56,000 foreign currency loss, compared to a $58,000

gain in the prior quarter. This reflects a nominal impact of $2,000 due to changes in the U.S. dollar relative to the Canadian dollar on intercompany balances.

Expiration of Shareholder Rights Plan

The Company’s limited-duration shareholder rights plan expired in accordance with its terms on July 29, 2026. The Board elected not to renew the

plan, further simplifying the Company’s governance structure as it continues to pursue its strategic objectives.

Canadian Oil and Gas Business Sale Process

As previously reported, Barnwell has retained an independent financial advisor to assist in evaluating strategic alternatives with respect to its

Canadian oil and gas business, including the potential sale of such assets. As part of this process, the Company continues to evaluate indications of interest from potential counterparties. The Company has not determined whether it will pursue or

consummate any transaction.

Exit from Company’s Longstanding Real Estate Development Activities in Hawai‘i

As previously reported, in July 2026, the Company entered into a definitive agreement to sell its remaining Hawai‘i development interests and

related project rights for approximately $1,550,000 in cash, based on a gross purchase price of $1,770,000, subject to customary closing conditions, and expects to receive an additional pre-closing distribution of approximately $770,000.

The transaction, which is expected to close prior to the Company’s September 30, 2026 fiscal year-end, includes Barnwell’s indirect interests in the partnerships holding interests in the Increment 1 and Increment 2 areas of Lot 4-A at Ka‘upulehu on

the Island of Hawai‘i, together with related development rights. Following completion of the transaction and the winding up of its remaining Hawai‘i partnership activities, Barnwell expects to have fully exited its longstanding real estate

development activities in Hawai‘i.

Summary and Outlook

Barnwell’s immediate priorities are centered on disciplined execution and maximizing the value of its existing assets while positioning the Company

for its next phase of growth. Within its core oil and gas operations, the Company will continue to pursue opportunities to increase production where attractive returns can be achieved with modest incremental capital. In parallel, Barnwell is

completing its assessment of strategic alternatives for its Canadian oil and gas business, including a potential sale.

At the same time, the Board and management are actively evaluating opportunities that could meaningfully enhance Barnwell’s scale, earnings profile

and long-term value proposition. This includes the consideration of potentially transformative mergers, acquisitions and other strategic transactions across a broad range of industries. Importantly, this mandate is not limited to the energy sector.

The Board believes Barnwell’s experienced, multidisciplinary management team and directors, together with the Company’s financial flexibility and public company platform, provide the ability to identify, evaluate and execute compelling

opportunities wherever they may arise.

Management believes Barnwell approaches this next phase from a position of increasing strength. The Company combines a debt-free balance sheet,

growing cash and cash equivalents, positive working capital, a longstanding U.S. public company platform, U.S. net operating loss carryforwards and high-quality Canadian oil and gas assets. Collectively, these attributes provide both financial

flexibility and strategic optionality as the Company evaluates opportunities capable of creating meaningful long-term shareholder value.

Philip Patman, Jr., Barnwell’s Chief Financial Officer and a member of the Company’s Board of Directors, stated, “This quarter represents another

important step in Barnwell’s transformation. We materially reduced our cost structure, entered into an agreement to exit our longstanding Hawai‘i real estate development activities, increased oil and gas production, improved operating performance

and generated positive Adjusted EBITDA, all while maintaining a debt-free balance sheet. We also allowed our limited-duration shareholder rights plan to expire without renewal.

“These actions have created a leaner, more focused and financially flexible Barnwell and, importantly, position us to look forward rather than

backward. We are now actively evaluating opportunities to build upon that foundation, including potentially transformative M&A transactions both within and outside the energy sector. Our objective is not simply to preserve the existing

business, but to identify opportunities capable of meaningfully improving Barnwell’s scale, earnings potential and long-term value proposition for shareholders.

“We believe the combination of our strengthened financial position, public company platform, tax attributes and existing asset base provides us with

meaningful strategic optionality. We intend to be disciplined and selective, but we are prepared to act decisively when we identify an opportunity that we believe can create substantial long-term value for Barnwell shareholders.”

Forward-Looking Statements

The information contained in this press release contains “forward-looking statements,” within the meaning of the Private Securities Litigation

Reform Act of 1995, Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. A forward-looking statement is one which is based on current expectations of future events or conditions

and does not relate to historical or current facts. These statements include various estimates, forecasts, projections of Barnwell’s future performance, statements of Barnwell’s plans and objectives, and other similar statements. Forward-looking

statements include phrases such as “expects,” “anticipates,” “intends,” “plans,” “believes,” “predicts,” “estimates,” “assumes,” “projects,” “may,” “will,” “will be,” “should,” or similar expressions. Although Barnwell believes that its current

expectations are based on reasonable assumptions, it cannot assure that the expectations contained in such forward-looking statements will be achieved. Forward-looking statements involve risks, uncertainties and assumptions which could cause actual

results to differ materially from those contained in such statements. The risks, uncertainties and other factors that might cause actual results to differ materially from Barnwell’s expectations are set forth in the “Forward-Looking Statements,”

“Risk Factors” and other sections of Barnwell’s annual report on Form 10-K for its last fiscal year and Barnwell’s other filings with the Securities and Exchange Commission. Investors should not place undue reliance on the forward-looking

statements contained in this press release, as they speak only as of the date of this press release, and Barnwell expressly disclaims any obligation or undertaking to publicly release any updates or revisions to any forward-looking statements

contained herein.

Key Business Metrics and Non-GAAP Financial Measures

In addition to the GAAP financial measures set forth in this press release, the Company has included certain financial measures that have not been

prepared in accordance with generally accepted accounting principles (“GAAP”) and constitute “non-GAAP financial measures” as defined by the Securities and Exchange Commission.

Cash general and administrative expenses

The Company defines cash general and administrative expenses as general and administrative expenses excluding share‑based compensation expense and

other non-cash items. Management believes that cash general and administrative expenses provides useful supplemental information to investors by facilitating comparisons of the Company’s core operating cost structure, excluding non-cash expenses.

Cash general and administrative expenses should not be considered in isolation or as a substitute for general and administrative expenses prepared in accordance with U.S. GAAP, and may not be comparable to similarly titled measures used by other

companies. The following table provides a reconciliation to our interim condensed consolidated financial statements.

Three months ended

June 30, 2026

March 31, 2026

General and administrative expenses

1,409,000

1,521,000

Less:

Share-based compensation

125,000

128,000

Other non-cash items

4,000

1,000

Cash general and administrative expenses

1,280,000

1,392,000

Adjusted EBITDA

The Company defines Adjusted EBITDA as net loss attributable to Barnwell Industries, Inc. adjusted for depreciation, depletion and amortization

expense, interest expense, income tax provision (benefit), impairment of assets, accretion of asset retirement obligation, net periodic benefit of pension plan, net periodic cost of supplemental executive retirement plan (“SERP”), and share-based

compensation expense. Management believes Adjusted EBITDA provides useful supplemental information to investors by facilitating evaluation of the Company’s operating performance and comparisons across periods by excluding the effects of financing

and tax matters and certain non-cash and other items. Adjusted EBITDA should not be considered in isolation or as a substitute for net income (loss) or other financial measures prepared in accordance with U.S. GAAP, and may not be comparable to

similarly titled measures used by other companies. The following table provides a reconciliation to our interim condensed consolidated financial statements.

Three months ended

June 30, 2026

March 31, 2026

Net loss attributable to Barnwell Industries, Inc.

(440,000

)

(1,150,000

)

Add back:

Depletion, depreciation, and amortization

546,000

561,000

Interest expense

1,000

—

Income tax provision (benefit)

108,000

6,000

Impairment of assets

—

Accretion of asset retirement obligation

187,000

188,000

Net periodic benefit of pension plan

(128,000

)

(128,000

)

Net periodic cost of SERP

26,000

Share-based compensation

125,000

128,000

Adjusted EBITDA

425,000

(369,000

)

COMPARATIVE OPERATING RESULTS

(Unaudited)

Three months ended

June 30,

Three months ended

June 30,

2026

2025

2026

2025

Revenues

3,379,000

3,192,000

8,660,000

10,695,000

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

(440,000

)

(1,550,000

)

(3,016,000

)

(4,686,000

)

Net loss from discontinued operations

—

12,000

Net loss attributable to Barnwell Industries, Inc.

(440,000

)

(1,550,000

)

(3,016,000

)

(4,674,000

)

Basic and diluted net loss per share:

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

(0.03

)

(0.15

)

(0.24

)

(0.47

)

Net loss from discontinued operations

—

Net loss attributable to Barnwell Industries, Inc.

(0.03

)

(0.15

)

(0.24

)

(0.47

)

Weighted-average number of common shares outstanding:

Basic and diluted

14,313,866

10,053,534

12,688,620

10,051,390

COMPANY:

Barnwell Industries, Inc.

24 Greenway Plaza, Suite 1800Q

Houston, Texas 77046

Telephone: (713) 730-7026

Website: www.brninc.com

CONTACT:

Philip Patman, Jr.

Chief Financial Officer and Treasurer

Phone: (713) 730-7026

Email: barnwellinfo@brninc.com

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