UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q

☒ Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

For the quarterly period ended ~~June~~December 3031, 2025

☐ Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Commission File Number 1-5103

BARNWELL INDUSTRIES, INC.

(Exact name of registrant as specified in its charter)

Delaware						72-0496921
(State or other jurisdiction of incorporation or organization)						(I.R.S. Employer Identification No.)
1100 Alakea Street, Suite 500, Honolulu, Hawaii						96813
24 Greenway Plaza, Suite 1800Q, Houston, Texas						77046
(Address of principal executive offices)						(Zip code)
(808) 531-8400
(713) 730-7026
(Registrant’s telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, $0.50 par value	BRN	NYSE American
Common Stock Purchase Rights	N/A	NYSE American

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. ☒ Yes ☐ No

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). ☒ Yes ☐ No

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and "emerging growth company" in Rule 12b-2 of the Exchange Act.

Large accelerated filer

☐

Accelerated filer

☐

Non-accelerated filer

☒

Smaller reporting company

☒

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. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). ☐ Yes ☒ No

As of ~~August~~February 1120, ~~2025~~2026 there were 1012,~~073~~566,~~534~~314 shares of common stock, par value $0.50, outstanding.

BARNWELL INDUSTRIES, INC.

AND SUBSIDIARIES

INDEX

PART I.	FINANCIAL INFORMATION:
Item 1.	Financial Statements (Unaudited)
	Condensed Consolidated Balance Sheets - June 30, 2025 and September 30, 2024	3
	Condensed Consolidated Balance Sheets - December 31, 2025 and September 30, 2025	3
	Condensed Consolidated Statements of Operations - three and nine months ended June 30, 2025 and 2024	4
	Condensed Consolidated Statements of Operations - three months ended December 31, 2025 and 2024	4
	Condensed Consolidated Statements of Comprehensive Loss - three and nine months ended June 30, 2025 and 2024	5
	Condensed Consolidated Statements of Comprehensive Loss - three months ended December 31, 2025 and 2024	5
	Condensed Consolidated Statements of Equity - three and nine months ended June 30, 2025 and 2024	6
	Condensed Consolidated Statements of Equity - three months ended December 31, 2025 and 2024	6
	Condensed Consolidated Statements of Cash Flows - nine months ended June 30, 2025 and 2024	8
	Condensed Consolidated Statements of Cash Flows - three months ended December 31, 2025 and 2024	7
	Notes to Condensed Consolidated Financial Statements	98
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	2932
Item 4.	Controls and Procedures	4442
PART II.	OTHER INFORMATION:
Item 1.	Legal Proceedings	45
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	44
Item 1A.	Risk Factors	45
Item 5.	Other Information	44
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	47
Item 6.	Exhibits	45
Item 5.	Other Information	47
	Signature	46
Item 6.	Exhibits	48
	Index to Exhibits	47
	Signature	49
	Index to Exhibits	50

PART I - FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

BARNWELL INDUSTRIES, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEETS

(Unaudited)

	June 30,2025		September 30,2024
	December 31,2025		September 30,2025
ASSETS
Current assets:
Cash and cash equivalents	$	13,~~154~~622,000	$	42,~~285~~886,000
Accounts and other receivables, net of allowance for credit losses of: $50,000 at June 30, 2025; $141,000 at September 30, 2024	1,884,000		2,190,000
Accounts and other receivables, net of allowance for credit losses of: $50,000 at December 31, 2025; $49,000 at September 30, 2025	1,411,000		1,621,000
Note receivable	~~450~~200,000		—300,000
Other current assets	~~630~~594,000		~~873~~423,000
Current assets of discontinued operations	—		1,535,000
Total current assets	5,827,000		5,230,000
Total current assets	4,118,000		8,883,000
Asset for retirement benefits	6,056,000		5,928,000
Asset for retirement benefits	5,207,000		4,899,000
Operating lease right-of-use assets	120,000		145,000
Operating lease right-of-use assets	172,000		39,000
Other non-current assets	380,000		347,000
Other non-current assets	281,000		—
Property and equipment:
Proved oil and natural gas properties (full cost method)	8375,~~849~~952,000		8374,~~557~~511,000
Other property and equipment	~~506~~504,000		~~509~~500,000
Total property and equipment	8476,~~355~~456,000		8475,~~066~~011,000
Accumulated depletion, impairment, depreciation, and amortization	(7067,~~376~~372,000)		(6765,~~500~~849,000)
Total property and equipment, net	139,~~979~~084,000		169,~~566~~162,000
Non-current assets of discontinued operations	—		282,000
Total assets	$	21,467,000	$	20,812,000
Total assets	$	23,757,000	$	30,669,000
LIABILITIES AND EQUITY
Current liabilities:
Accounts payable	$	1,~~902~~935,000	$	12,~~785~~182,000
Accrued capital expenditures	~~137~~270,000		2185,~~407,~~000
Accrued compensation	~~296~~262,000		~~526~~264,000
Accrued operating and other expenses	1628,~~310,~~000		1,~~465~~022,000
Current portion of asset retirement obligation	1615,~~319,~~000		~~798~~613,000
Other current liabilities	~~475~~291,000		~~301~~460,000
Current liabilities of discontinued operations	—		530,000
Total current liabilities	4,001,000		4,726,000
Total current liabilities	5,439,000		7,812,000
Operating lease liabilities	82,000		93,000
Operating lease liabilities	107,000		7,000
Liability for retirement benefits	1,776,000		1,791,000
Liability for retirement benefits	1,966,000		1,898,000
Asset retirement obligation	7,404,000		7,162,000
Asset retirement obligation	7,613,000		7,790,000
Deferred income tax liabilities	18,000		18,000
Deferred income tax liabilities	49,000		100,000
Total liabilities	13,281,000		13,790,000
Total liabilities	15,174,000		17,607,000
Commitments and contingencies (Note 16)
Commitments and contingencies
Equity:
Common stock, par value $0.50 per share; authorized, 40,000,000 shares: 10,221,434 issued at June 30, 2025; 10,195,990 issued at September 30, 2024	5,111,000		5,098,000
Common stock, par value $0.50 per share; authorized, 40,000,000 shares: 12,705,964 issued at December 31, 2025; 10,241,434 issued at September 30, 2025	6,353,000		5,121,000
Additional paid-in capital	79,~~824~~410,000		78,~~690~~039,000
(Accumulated deficit) retained earnings	(47,~~079~~934,000)		~~595~~(6,508,000)
Accumulated other comprehensive income, net	12,~~996~~615,000		12,~~943~~642,000
Treasury stock, at cost: 167,900 shares at June 30, 2025 and September 30, 2024	(2,286,000)		(2,286,000)
Treasury stock, at cost: 167,900 shares at December 31, 2025 and September 30, 2025	(2,286,000)		(2,286,000)
Total stockholders’ equity	8,~~566~~158,000		137,~~040~~008,000
Non-controlling interests	1728,000		2214,000
Total equity	8,~~583~~186,000		137,~~062~~022,000
Total liabilities and equity	$	2321,~~757~~467,000	$	3020,~~669~~812,000

See Notes to Condensed Consolidated Financial Statements

BARNWELL INDUSTRIES, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(Unaudited)

	Three months endedJune 30,				Nine months endedJune 30,
	Three months endedDecember 31,
	2025		2024		~~2025~~		~~2024~~
Revenues:
Oil and natural gas	$	32,~~153~~630,000	$	43,~~452~~897,000	$	~~10,593,000~~	$	~~13,726,000~~
Sale of interest in leasehold land	—70,000		—		—		~~500,000~~
Gas processing and other	3946,000		5437,000		~~102,000~~		~~120,000~~
	3,192,000		4,506,000		10,695,000		14,346,000
	2,746,000		3,934,000
Costs and expenses:
Oil and natural gas operating	2,~~082~~071,000		2,~~234~~496,000		~~6,564,000~~		~~7,355,000~~
General and administrative	1,~~868~~616,000		1,~~303~~163,000		~~5,193,000~~		~~3,879,000~~
Depletion, depreciation, and amortization	~~844~~592,000		1904,~~294,~~000		~~2,502,000~~		~~4,095,000~~
Impairment of assets	~~200,000~~—		~~599~~613,000		~~865,000~~		~~2,276,000~~
Foreign currency (gain) loss	(~~219~~47,000)		61351,000		~~122,000~~		~~63,000~~
Interest expense	4,000		—		5,000		—
	4,232,000		5,527,000
	4,779,000		5,491,000		15,251,000		17,668,000
Loss from continuing operations before income taxes	(1,486,000)		(1,593,000)
Loss from continuing operations before equity in income of affiliates and income taxes	(1,587,000)		(985,000)		(4,556,000)		(3,322,000)
Income tax (benefit) provision	(74,000)		7,000
Equity in income of affiliates	—		—		—		1,071,000
Net loss from continuing operations	(1,412,000)		(1,600,000)
Loss from continuing operations before income taxes	(1,587,000)		(985,000)		(4,556,000)		(2,251,000)
Net (loss) from discontinued operations	—		(319,000)
Income tax (benefit) provision	(34,000)		21,000		135,000		187,000
Net loss	(1,412,000)		(1,919,000)
Net loss from continuing operations	(1,553,000)		(1,006,000)		(4,691,000)		(2,438,000)
Less: Net earnings (loss) attributable to non-controlling interests	14,000		(2,000)
Net (loss) earnings from discontinued operations	—		(228,000)		12,000		(1,008,000)
Net loss attributable to Barnwell Industries, Inc.	$	(1,426,000)	$	(1,917,000)
Net loss	(1,553,000)		(1,234,000)		(4,679,000)		(3,446,000)
Less: Net (loss) earnings attributable to non-controlling interests	(3,000)		12,000		(5,000)		236,000
Net loss attributable to Barnwell Industries, Inc.	$	(1,550,000)	$	(1,246,000)	$	(4,674,000)	$	(3,682,000)
Basic and diluted loss per common share attributable to Barnwell Industries, Inc. stockholders:
Net loss from continuing operations attributable to Barnwell Industries, Inc.	$	(0.1513)	$	(0.1016)	$	~~(0.47)~~	$	~~(0.27)~~
Net loss from discontinued operations	—		(0.0203)		—		~~(0.10)~~
Net loss attributable to Barnwell Industries, Inc.	$	(0.1513)	$	(0.1219)	$	~~(0.47)~~	$	~~(0.37)~~
Weighted-average number of common shares outstanding:
Basic and diluted	1011,~~053~~070,~~534~~498		10,~~028~~047,~~090~~173		~~10,051,390~~		~~10,014,609~~

See Notes to Condensed Consolidated Financial Statements

BARNWELL INDUSTRIES, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS

(Unaudited)

	Three months endedJune 30,				Nine months endedJune 30,
	Three months endedDecember 31,
	2025		2024		~~2025~~		~~2024~~
Net loss	$	(1,~~553~~412,000)	$	(1,~~234~~919,000)	$	~~(4,679,000)~~	$	~~(3,446,000)~~
Other comprehensive (loss) income:
Foreign currency translation adjustments, net of taxes of $0	(3727,000)		1293,000		~~53,000~~		~~20,000~~
Retirement plans:
Total other comprehensive (loss) income	(27,000)		93,000
Amortization of accumulated other comprehensive gain into net periodic benefit cost, net of taxes of $0	—		(21,000)		—		(64,000)
Total comprehensive loss	(1,439,000)		(1,826,000)
Total other comprehensive (loss) income	(37,000)		(9,000)		53,000		(44,000)
Less: Comprehensive (income) loss attributable to non-controlling interests	(14,000)		2,000
Total comprehensive loss	(1,590,000)		(1,243,000)		(4,626,000)		(3,490,000)
Comprehensive loss attributable to Barnwell Industries, Inc.	$	(1,453,000)	$	(1,824,000)
Less: Comprehensive loss (income) attributable to non-controlling interests	3,000		(12,000)		5,000		(236,000)
Comprehensive loss attributable to Barnwell Industries, Inc.	$	(1,587,000)	$	(1,255,000)	$	(4,621,000)	$	(3,726,000)

See Notes to Condensed Consolidated Financial Statements

BARNWELL INDUSTRIES, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF EQUITY

Three months ended ~~June~~December 3031, 2025 and 2024

(Unaudited)

	SharesOutstanding	CommonStock		AdditionalPaid-InCapital		Retained Earnings (Accumulated Deficit)		AccumulatedOtherComprehensive Income		TreasuryStock		Non-controllingInterests		TotalEquity
Balance at March 31, 2024	10,028,090	$	5,098,000	$	7,779,000	$	3,724,000	$	2,069,000	$	(2,286,000)	$	14,000	$	16,398,000
Balance at September 30, 2024	10,028,090	$	5,098,000	$	7,690,000	$	595,000	$	1,943,000	$	(2,286,000)	$	22,000	$	13,062,000
Net (loss) earnings	—	—		—		(1,246,000)		—		—		12,000		(1,234,000)
Net loss	—	—		—		(1,917,000)		—		—		(2,000)		(1,919,000)
Foreign currency translation adjustments, net of taxes of $0	—	—		—		—		1293,000		—		—		1293,000
Distributions to non-controlling interests	—	—		—		—		—		—		(3,000)		(3,000)
Share-based compensation	—	—		69,000		—		—		—		—		69,000
Acquisition of non-controlling interest	—	—		(186,000)		—		—		—		1,000		(185,000)
Issuance of common stock for restricted stock units vested	25,444	13,000		(13,000)		—		—		—		—		—
Share-based compensation	—	—		42,000		—		—		—		—		42,000
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
Retirement plans:
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
Amortization of accumulated other comprehensive gain into net periodic benefit cost, net of taxes of $0	—	—		—		—		(21,000)		—		—		(21,000)
Net loss	—	—		—		(1,426,000)		—		—		14,000		(1,412,000)
Balance at June 30, 2024	10,028,090	$	5,098,000	$	7,635,000	$	2,478,000	$	2,060,000	$	(2,286,000)	$	24,000	$	15,009,000
Foreign currency translation adjustments, net of taxes of $0	—	—		—		—		(27,000)		—		—		(27,000)
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
Share-based compensation	—	—		94,000		—		—		—		—		94,000
Net loss	—	—		—		(1,550,000)		—		—		(3,000)		(1,553,000)
Issuance of common stock for services	83,207	42,000		59,000		—		—		—		—		101,000
Foreign currency translation adjustments, net of taxes of $0	—	—		—		—		(37,000)		—		—		(37,000)
Issuance of common stock for restricted stock units vested	160,182	80,000		(80,000)		—		—		—		—		—
Share-based compensation	—	—		18,000		—		—		—		—		18,000
Issuance of common stock, net of costs	2,221,141	1,110,000		1,298,000		—		—		—		—		2,408,000
Balance at June 30, 2025	10,053,534	$	5,111,000	$	7,824,000	$	(4,079,000)	$	1,996,000	$	(2,286,000)	$	17,000	$	8,583,000
Balance at December 31, 2025	12,538,064	$	6,353,000	$	9,410,000	$	(7,934,000)	$	2,615,000	$	(2,286,000)	$	28,000	$	8,186,000

See Notes to Condensed Consolidated Financial Statements

BARNWELL INDUSTRIES, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF EQUITY

Nine months ended June 30, 2025 and 2024

(Unaudited)

	SharesOutstanding	CommonStock		AdditionalPaid-InCapital		Retained Earnings (Accumulated Deficit)		AccumulatedOtherComprehensive Income		TreasuryStock		Non-controllingInterests		TotalEquity
Balance at September 30, 2023	9,990,778	$	5,079,000	$	7,687,000	$	6,160,000	$	2,104,000	$	(2,286,000)	$	13,000	$	18,757,000
Net (loss) earnings	—	—		—		(3,682,000)		—		—		236,000		(3,446,000)
Foreign currency translation adjustments, net of taxes of $0	—	—		—		—		20,000		—		—		20,000
Distributions to non-controlling interests	—	—		—		—		—		—		(226,000)		(226,000)
Acquisition of non-controlling interest	—	—		(186,000)		—		—		—		1,000		(185,000)
Share-based compensation	—	—		153,000		—		—		—		—		153,000
Issuance of common stock for restricted stock units vested	37,312	19,000		(19,000)		—		—		—		—		—
Retirement plans:
Amortization of accumulated other comprehensive gain into net periodic benefit cost, net of taxes of $0	—	—		—		—		(64,000)		—		—		(64,000)
Balance at June 30, 2024	10,028,090	$	5,098,000	$	7,635,000	$	2,478,000	$	2,060,000	$	(2,286,000)	$	24,000	$	15,009,000
Balance at September 30, 2024	10,028,090	$	5,098,000	$	7,690,000	$	595,000	$	1,943,000	$	(2,286,000)	$	22,000	$	13,062,000
Net loss	—	—		—		(4,674,000)		—		—		(5,000)		(4,679,000)
Foreign currency translation adjustments, net of taxes of $0	—	—		—		—		53,000		—		—		53,000
Share-based compensation	—	—		147,000		—		—		—		—		147,000
Issuance of common stock for restricted stock units vested	25,444	13,000		(13,000)		—		—		—		—		—
Balance at June 30, 2025	10,053,534	$	5,111,000	$	7,824,000	$	(4,079,000)	$	1,996,000	$	(2,286,000)	$	17,000	$	8,583,000

See Notes to Condensed Consolidated Financial Statements

BARNWELL INDUSTRIES, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited)

	Nine months endedJune 30,
	Three months endedDecember 31,
	2025		2024
Cash flows from operating activities of continuing operations:
Net loss	$	(41,~~679~~412,000)	$	(31,~~446~~919,000)
Net earnings (loss) from discontinued operations	12,000		(1,008,000)
Net loss from discontinued operations	—		(319,000)
Net loss from continuing operations	(41,~~691~~412,000)		(21,~~438~~600,000)
Adjustments to reconcile net loss from continuing operations to net cash (used in) provided by operating activities:
Depletion, depreciation, and amortization	2592,~~502,~~000		4904,~~095,~~000
Impairment of assets	~~865,000~~—		2613,~~276,~~000
Sale of interest in leasehold land, net of fees paid	—		(439,000)
Retirement benefits income	(102,000)		(79,000)
Distributions of income from equity investees	—		1,071,000
Non-cash rent income	(7,000)		—
Equity in income of affiliates	—		(1,071,000)
Accretion of asset retirement obligation	183,000		196,000
Retirement benefits income	(236,000)		(259,000)
Deferred income tax (benefit) expense	—		(9,000)
Non-cash rent income	(1,000)		(20,000)
Asset retirement obligation payments	(411,000)		(101,000)
Accretion of asset retirement obligation	597,000		667,000
Share-based compensation expense	94,000		69,000
Deferred income tax (benefit) expense	(51,000)		47,000
Common stock issued for services	101,000		—
Asset retirement obligation payments	(356,000)		(556,000)
Retirement plan contributions and payments	(140,000)		(1,000)
Share-based compensation expense	147,000		153,000
Credit loss (reversal) expense	(3,000)		(14,000)
Retirement plan contributions and payments	(3,000)		(3,000)
Foreign currency loss	(47,000)		351,000
Credit loss (reversal) expense	(8,000)		53,000
(Decrease) increase from changes in current assets and liabilities	(615,000)		(881,000)
Foreign currency loss	122,000		63,000
Net cash (used in) provided by operating activities from continuing operations	(1,767,000)		(552,000)
(Decrease) increase from changes in current assets and liabilities	(50,000)		710,000
Net cash (used in) provided by operating activities from continuing operations	(1,163,000)		4,349,000
Cash flows from investing activities of continuing operations:
Acquisition of non-controlling interest	—		(185,000)
Proceeds from the sale of oil and natural gas assets	—		282,000
Proceeds from sale of interest in leasehold land, net of fees paid	—		439,000
Capital expenditures - oil and natural gas	(28,000)		(2,529,000)
Proceeds from the sale of oil and natural gas assets	282,000		451,000
Dividend received from discontinued operations	—		250,000
Capital expenditures - oil and natural gas	(2,954,000)		(2,434,000)
Payments received on note receivable related to the sale of discontinued operations	100,000		—
Dividend received from discontinued operations	250,000		—
Net cash provided by (used in) investing activities from continuing operations	72,000		(1,997,000)
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	350,000		—
Net cash used in investing activities from continuing operations	(2,235,000)		(1,729,000)
Cash flows from financing activities of continuing operations:
Repayments for insurance premium financing	(60,000)		—
Proceeds from issuance of stock, net of costs	2,426,000		—
Distributions to non-controlling interests	—		(226,000)
Net cash provided by financing activities from continuing operations	2,426,000		—
Net cash used in financing activities from continuing operations	(60,000)		(226,000)
Cash flows from discontinued operations:
Net cash used in operating activities	~~(95,000)~~—		(~~811~~207,000)
Net cash provided by (used in) investing activities	538,000		(2,000)
Net cash provided by investing activities	—		585,000
Net cash used in financing activities	~~(250,000)~~—		—(250,000)
Net cash provided by (used in) discontinued operations	193,000		(813,000)
Net cash provided by discontinued operations	—		128,000
Effect of exchange rate changes on cash and cash equivalents	~~(86~~5,000)		(18127,000)
Net (decrease) increase in cash and cash equivalents	(3736,~~351,~~000)		1(2,~~563~~548,000)
Cash and cash equivalents at beginning of period	42,~~505~~886,000		24,~~830~~505,000
Less: Cash and cash equivalents of discontinued operations at end of period	—		(44,000)
Cash and cash equivalents of continuing operations at end of period	$	3,622,000	$	1,957,000
Cash and cash equivalents of continuing operations at end of period	$	1,154,000	$	4,349,000

See Notes to Condensed Consolidated Financial Statements

BARNWELL INDUSTRIES, INC.

AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Principles of Consolidation

The condensed consolidated financial statements include the accounts of Barnwell Industries, Inc. and all majority-owned subsidiaries (collectively referred to herein as “Barnwell,” “we,” “our,” “us,” or the “Company”), including a 77.6%-owned land investment general partnership ("Kaupulehu Developments") and a 75%-owned land investment partnership (KD Kona 2013 LLLP). All significant intercompany accounts and transactions have been eliminated.

Undivided interests in oil and natural gas exploration and production joint ventures are consolidated on a proportionate basis. Barnwell’s investments in both unconsolidated entities in which a significant, but less than controlling, interest is held and in variable interest entities in which the Company is not deemed to be the primary beneficiary are accounted for by the equity method.

Unless otherwise indicated, all references to “dollars” in this Form 10-Q are to U.S. dollars.

Unaudited Interim Financial Information

The accompanying unaudited condensed consolidated financial statements and notes have been prepared by Barnwell in accordance with the rules and regulations of the United States (“U.S.”) Securities and Exchange Commission. Accordingly, certain information and footnote disclosures normally included in the annual consolidated financial statements prepared in accordance with U.S. generally accepted accounting principles (“U.S. GAAP”) have been condensed or omitted pursuant to those rules and regulations, although the Company believes that the disclosures made are adequate to make the information not misleading. These condensed consolidated financial statements and notes should be read in conjunction with the consolidated financial statements and notes thereto included in Barnwell’s September 30, ~~2024~~2025 Annual Report on Form 10-K, ~~as amended by our Form 10-K/A Amendment No. 1~~ (our “~~2024~~2025 Annual Report”). The Condensed Consolidated Balance Sheet as of September 30, ~~2024~~2025 has been derived from audited consolidated financial statements.

In the opinion of management, all adjustments (which include only normal recurring adjustments) necessary to present fairly the financial position at ~~June~~December 3031, 2025, results of operations, comprehensive loss, ~~and~~ equity ~~for the three~~ and ~~nine months ended June 30, 2025 and 2024, and~~ cash flows for the ~~nine~~three months ended ~~June~~December 3031, 2025 and 2024, have been made. The results of operations for the period ended ~~June~~December 3031, 2025 are not necessarily indicative of the operating results for the full year.

Use of Estimates in the Preparation of Condensed Consolidated Financial Statements

The preparation of the condensed consolidated financial statements in conformity with U.S. GAAP requires management of Barnwell to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenues and expenses and the disclosure of contingent assets and liabilities. 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 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 ~~2024~~2025 Annual Report.

Discontinued Operations

On March 14, 2025, the Company entered into and completed the sale of its wholly-owned subsidiary, Water Resources International, Inc. (“Water Resources”). Water Resources drilled water wells and installed and repaired water pumping systems in Hawaii and represented our contract drilling segment. As a result of the sale, the Company has classified the related assets and liabilities and the results of its contract drilling business as discontinued operations in the condensed consolidated financial statements for all periods presented. Prior to the sale, the Company did not have any assurances that a sale of Water Resources was likely to occur. See Note 3 “Discontinued Operations” for further discussion and additional disclosures related to discontinued operations. Unless otherwise noted, the discussions in the Notes to Condensed Consolidated Financial Statements refers to the Company’s continuing operations.

Insurance Recoveries

The Company maintains directors and officers liability insurance coverage. Receipts from insurance claim reimbursements under the liability coverage, up to the amount of costs recognized are considered recoveries. These recoveries are accounted for when they are probable of receipt. Insurance recoveries are not recognized prior to the recognition of the related costs incurred. Any insurance receivable for recoveries is recorded separately from the corresponding liability, and only if recovery is determined to be probable and reasonably estimable.

2. GOING CONCERN

The accompanying condensed consolidated financial statements have been prepared on a going concern basis, which contemplates the realization of assets and satisfaction of liabilities in the normal course of business for the twelve-month period following the date of issuance of these condensed consolidated financial statements.

Our ability to sustain our business in the future will depend on sufficient oil and natural gas operating cash flows which are dependent on oil and natural gas prices, which can and in the past have fluctuated significantly, and on oil and natural gas operating expenses which are both variable and fixed. A sufficient level of oil and natural gas operating cash flows are necessary to fund discretionary oil and natural gas capital expenditures which must be economically successful to provide sufficient returns to grow reserves and production or at a minimum replace declining production from aging wells. Such a level of oil and natural gas capital expenditures will require funding from external debt and/or equity sources that are not currently in place, but those sources may not be feasible or sufficient. In addition, we will need sufficient cash flows to fund our non-discretionary outflows such as oil and natural gas asset retirement obligations, ongoing oil and natural gas operating expenses and general and administrative expenses, both those related to our oil and natural gas operations and those related to our being a public company such as costs incurred related to the shareholder consent solicitation and proxy contest.

Due to the recent shareholder consent solicitation and the proxy contest costs incurred and estimated to be incurred and the impacts of recently imposed tariffs which have caused a reduction in oil prices and have had an impact on the U.S. economy as a whole, we now face a greater uncertainty about our oil and natural gas operating cash inflows as described above, which in turn limits our ability to make the required discretionary cash outflows for the capital expenditures necessary to convert our proved undeveloped reserves to proved developed reserves. Furthermore, because of the greater uncertainty about our cash inflows described above, there is substantial doubt about our ability to fund our non-discretionary cash outflows and thus substantial doubt about our ability to continue as a going concern for one year from the date of the filing of this report.

The Company is investigating potential sources of funding, including debt financing, the issuance of stock, and the partial or complete sale of its remaining interests in the Kukio Resort Land Development Partnerships, however, no probable timing or amounts of such funding have yet been secured. Because of this uncertainty as well as uncertainties regarding the potential duration and depth of the impacts of recently imposed tariffs on the economy as a whole, which in turn affects oil prices and our business as described above, substantial doubt about our ability to continue as a going concern for one year from the date of the filing of this report exists. While the sale of our U.S. oil and natural gas properties on August 8, 2025 will help to provide cash for the near term, the amount is not estimated to be sufficient to overcome the substantial doubt for one year from the date of this filing in the absence of other sources of funding, none of which are probable at the date of this filing. These financial statements do not include any adjustments that might result from the outcome of these uncertainties.

3. DISCONTINUED OPERATIONS

On March 14, 2025, the Company entered into a Stock Purchase Agreement with three unrelated individuals (collectively, the “Buyer”) whereby the Buyer acquired all of the shares of capital stock of Water Resources (the “Shares”) owned by the Company (the “Purchase Agreement”). The sale and purchase of the Shares closed (the “Closing”) simultaneously with the execution and delivery of the Purchase Agreement by each of the parties thereto on March 14, 2025. The aggregate purchase price for the Shares was $1,050,000, which was paid at Closing by the Buyer as follows: an initial aggregate cash payment of $250,000 and the delivery of a non-interest bearing promissory note with a principal amount of $800,000 (the “Promissory Note”). ~~The~~As ~~principal~~of ~~payments~~December on31, 2025, the balance of the Promissory Note ~~were~~was to$200,000 beand ~~paid~~is inpresented ~~installments~~as “Note receivable” on the ~~following~~Condensed ~~schedule:~~Consolidated Balance Sheets ($~~200~~300,000 onas ~~May~~at 15September 30, 2025;) ~~and~~with the remaining payments scheduled for $~~150~~50,000 on ~~June~~February 1615, ~~2025,~~2026 ~~July~~and 15$150,000 ~~2025,~~on ~~August~~March 15, ~~2025,~~2026. ~~and~~The ~~September~~annual ~~15,~~interest ~~2025.~~rate ~~The~~on the Promissory Note isincreased ~~secured~~from byzero ~~certain~~to ~~specified~~12% ~~assets~~beginning ofAugust ~~Water~~15, ~~Resources~~2025 and ~~personal~~to ~~guarantees~~18% ofbeginning ~~the~~December ~~purchasers~~15, 2025. AsThe of$100,000 ~~June~~was 30paid on December 15, 2025 as scheduled, ~~the~~as ~~balance~~well ofas the ~~Promissory~~$50,000 ~~Note~~on ~~was~~February ~~$450~~13,~~000~~ 2026.

InWater ~~August~~Resources ~~2025,~~drilled ~~the~~water ~~Promissory~~wells ~~Note~~and ~~was~~installed ~~amended~~and torepaired ~~change~~water ~~the~~pumping ~~due~~systems ~~date~~in Hawaii and represented our contract drilling segment. As a result of the ~~$150~~sale,~~000~~ ~~installments~~the ~~due~~Company onhas ~~August~~classified ~~15,~~the ~~2025~~related assets and ~~September~~liabilities ~~15,~~and ~~2025~~the toresults of its contract drilling business as discontinued operations in the ~~following~~condensed ~~schedule:~~consolidated ~~$100,000~~financial onstatements ~~December~~for ~~15,~~all ~~2025;~~periods ~~$50,000~~presented. onPrior ~~February~~to 15the sale, ~~2026;~~the ~~and~~Company did not have any assurances that a sale of Water Resources was likely to occur. The Company recorded a loss of $~~150~~193,000 on ~~March~~the 15sale of Water Resources, ~~2026~~which ~~and~~was toincluded ~~increase~~in the ~~annual~~results ~~interest~~from ~~rate~~discontinued onoperations for the ~~Promissory~~year ~~Note~~ended ~~from~~September ~~zero~~30, to2025. ~~12%~~There ~~beginning~~was ~~August~~no ~~15,~~impact ~~2025~~from ~~and~~the tosale ~~18%~~of ~~beginning~~Water ~~December~~Resources ~~15,~~on ~~2025~~the provision for income taxes.

Water Resources drilled water wells and installed and repaired water pumping systems in Hawaii and represented our contract drilling segment. As a result of the sale, the Company has classified the related assets and liabilities and the results of its contract drilling business as discontinued operations in the condensed consolidated financial statements for all periods presented. Prior to the sale, the Company did not have any assurances that a sale of Water Resources was likely to occur. The Company recorded a 9

loss of $193,000 on the sale of Water Resources, which was included in the results from discontinued operations for the nine months ended June 30, 2025. There was no impact from the sale of Water Resources on the provision for income taxes.

The following table presents the financial results from discontinued operations presented in the Condensed Consolidated Statements of Operations.

	Three months endedJune 30,				Nine months endedJune 30,
	Three months endedDecember 31,
	2025		2024		~~2025~~		~~2024~~
Revenues:
Contract drilling	$	—	$	1543,~~021,~~000	$	~~1,156,000~~	$	~~3,084,000~~
Other	—		—		—		26,000
	—		543,000
	—		1,021,000		1,156,000		3,110,000
Costs and expenses:
Contract drilling operating	—		1720,~~092,~~000		~~1,239,000~~		~~3,648,000~~
General and administrative	—		~~129~~118,000		~~209,000~~		~~338,000~~
Depreciation and amortization	—		2824,000		~~40,000~~		~~130,000~~
Interest expense	—		—		1,000		2,000
	—		862,000
Gain on sale of assets (1)	—		—		(538,000)		—
Loss from discontinued operations before income taxes	—		(319,000)
	—		1,249,000		951,000		4,118,000
Net loss from discontinued operations	$	—	$	(319,000)
(Loss) earnings from discontinued operations before income taxes	—		(228,000)		205,000		(1,008,000)
Loss on sale of discontinued operations	—		—		(193,000)		—
Income tax provision	—		—		—		—
Net (loss) earnings from discontinued operations	$	—	$	(228,000)	$	12,000	$	(1,008,000)

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

(1) In February 2025, the Company completed the sale of a contract drilling segment drilling rig and related ancillary equipment to an independent third party for proceeds of $538,000, net of related costs. The drilling rig and related ancillary equipment were fully depreciated and had a net book value of zero and as a result of the sale, the Company recognized a $538,000 gain during the nine months ended June 30, 2025 which was recorded in discontinued operations.

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

	June 30,2025		September 30,2024
ASSETS
Current assets:
Cash and cash equivalents	$	—	$	220,000
Accounts and other receivables, net of allowance for credit losses of: $0 at June 30, 2025; $234,000 at September 30, 2024	—		580,000
Assets held for sale	—		69,000
Other current assets	—		666,000
Total current assets of discontinued operations	$	—	$	1,535,000
Non-current assets:
Property and equipment:
Drilling rigs and other property and equipment	$	—	$	3,170,000
Accumulated depreciation, impairment, and amortization	—		(2,888,000)
Total non-current assets of discontinued operations	$	—	$	282,000
LIABILITIES
Current liabilities:
Accounts payable	$	—	$	37,000
Accrued compensation	—		124,000
Accrued operating and other expenses	—		369,000
Total current liabilities of discontinued operations	$	—	$	530,000

4. LOSS PER COMMON SHARE

Basic loss per share is computed using the weighted-average number of common shares outstanding for the period. Diluted loss per share is calculated using the treasury stock method to reflect the assumed issuance of common shares for all potentially dilutive securities, which consist of outstanding stock options and nonvested restricted stock units. Potentially dilutive shares are excluded from the computation of diluted loss per share if their effect is anti-dilutive.

~~Options~~Warrants to purchase ~~465~~369,~~000~~135 shares of common stock, options to purchase 544,301 shares of common stock and ~~214~~365,~~270~~142 restricted stock units, on a weighted average basis, were excluded from the computation of diluted shares for the three months ended ~~June~~December 3031, 2025, as their inclusion would have been anti-dilutive. Options to purchase 465,000 shares of common stock and ~~106~~216,~~006~~712 restricted stock units were excluded from the computation of diluted shares for the three months ended ~~June~~December 3031, 2024, as their inclusion would have been anti-dilutive.

Options to purchase 465,000 shares of common stock and 229,740 restricted stock units were excluded from the computation of diluted shares for the nine months ended June 30, 2025, as their inclusion would have been anti-dilutive. Options to purchase 465,000 shares of common stock and 86,190 restricted stock units were excluded from the computation of diluted shares for the nine months ended June 30, 2024, as their inclusion would have been anti-dilutive.10

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 endedJune 30,				Nine months endedJune 30,
	Three months endedDecember 31,
	2025		2024		~~2025~~		~~2024~~
Numerator:
Net loss from continuing operations	$	(1,~~553~~412,000)	$	(1,~~006~~600,000)	$	~~(4,691,000)~~	$	~~(2,438,000)~~
Less: Net (loss) earnings attributable to non-controlling interests of continuing operations	(3,000)		12,000		(5,000)		236,000
Less: Net earnings (loss) attributable to non-controlling interests of continuing operations	14,000		(2,000)
Net loss from continuing operations attributable to Barnwell Industries, Inc.	(1,~~550~~426,000)		(1,~~018~~598,000)		~~(4,686,000)~~		~~(2,674,000)~~
Net (loss) earnings from discontinued operations	—		(228,000)		12,000		(1,008,000)
Net loss earnings from discontinued operations	—		(319,000)
Net loss attributable to Barnwell Industries, Inc.	$	(1,~~550~~426,000)	$	(1,~~246~~917,000)	$	~~(4,674,000)~~	$	~~(3,682,000)~~
Denominator:
Basic weighted-average number of common shares outstanding	1011,~~053~~070,~~534~~498		10,~~028~~047,~~090~~173		~~10,051,390~~		~~10,014,609~~
Effect of dilutive securities - common stock options and restricted stock units	—		—		—		—
Diluted weighted-average number of common shares outstanding	1011,~~053~~070,~~534~~498		10,~~028~~047,~~090~~173		~~10,051,390~~		~~10,014,609~~
Basic and diluted loss per common share:
Net loss per common share from continuing operations attributable to Barnwell Industries, Inc. stockholders	$	(0.1513)	$	(0.1016)	$	~~(0.47)~~	$	~~(0.27)~~
Net loss per common share from discontinued operations	—		(0.0203)		—		~~(0.10)~~
Net loss per common share attributable to Barnwell Industries, Inc. stockholders	$	(0.1513)	$	(0.1219)	$	~~(0.47)~~	$	~~(0.37)~~

5. ACCOUNTS AND OTHER RECEIVABLES AND ALLOWANCE FOR CREDIT LOSSES

Insurance Recovery Receivable

In the quarter ended June 30, 2025, the Company filed an insurance claim for $348,000 with our insurance carrier for the reimbursement of certain legal fees incurred that are covered under our directors and officers’ liability insurance policies. ~~Accordingly~~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 ana total remaining estimated accrued insurance recovery receivable of $~~348~~150,000, asresulting in a gain of ~~June~~$52,000 30recognized during the three months ended December 31, 2025. The insurance recovery receivable is included in "Accounts and other receivables, net of allowance for credit losses," in the accompanying Condensed Consolidated Balance ~~Sheet~~Sheets and the related ~~legal~~gain ~~expense recovery~~ was recorded in “General and administrative” expenses in the accompanying Condensed Consolidated Statements of Operations.

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

Allowance for Credit Losses

The following table summarizes the activity in the balance of allowance for credit losses related to accounts and other receivables:

	Nine months endedJune 30,
	Three months endedDecember 31,
	2025		2024
Allowance for credit losses at beginning of period	$	~~141~~49,000	$	50375,000
(Reversal of) provision for expected credit losses	~~(8,000)~~—		53(14,000)
Write-offs charged against the allowance	~~(77,000)~~—		(72,000)
Recoveries of amounts previously written off	—		~~16,000~~—
Foreign currency translation adjustment	(61,000)		(29,000)
Allowance for credit losses at end of period	$	50,000	$	~~110~~350,000

6. INVESTMENTS

Investment in Kukio Resort Land Development Partnerships

On November 27, 2013, Barnwell, through a wholly-owned subsidiary, entered into two limited liability limited partnerships, KD Kona 2013 LLLP (“KD Kona”) and KKM Makai, LLLP (“KKM”), and indirectly acquired a 19.6% non-controlling ownership interest in each of KD Kukio Resorts, LLLP, KD Maniniowali, LLLP and KD Kaupulehu, LLLP (“KDK”) for $5,140,000. These entities, collectively referred to hereinafter as the “Kukio Resort Land Development Partnerships,” own certain real estate and development rights interests in the Kukio, Maniniowali and Kaupulehu portions of Kukio Resort, a private residential community on the Kona coast of the island of Hawaii, as well as Kukio Resort’s real estate sales office operations. KDK holds interests in KD Acquisition, LLLP (“KD I”) and KD Acquisition II, LP, formerly KD Acquisition II, LLLP (“KD II”). KD I is the developer of Kaupulehu Lot 4A Increment I (“Increment I”), and KD II is the developer of Kaupulehu Lot 4A Increment II (“Increment II”). ~~Barnwell’s ownership interests in the Kukio Resort Land Development Partnerships is accounted for using the equity method of accounting.~~

Barnwell’s ownership interests in the Kukio Resort Land Development Partnerships is accounted for using the equity method of accounting.

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

The Kukio Resort Land Development Partnerships derive income from the sale of residential parcels in Increment I, which is now completely sold, as well as from commissions on real estate sales by the real estate sales office and revenues resulting from the sale of private club memberships. The last two single-family lots of the 80 lots developed within Increment I were sold in the quarter ended March 31, 2024.

Increment II is not yet under development, and there is no assurance that development of such acreage will in fact occur. No definitive development plans have been made by KD II, the developer of Increment II, as of the date of this report.

Barnwell has the right to receive distributions from the Kukio Resort Land Development Partnerships via its non-controlling interest in KD Kona and KKM, based on its respective partnership sharing ratios of 75% and 34.45%, respectively. No cash distributions were received during the three months ended ~~June~~December 3031, 2025 and 2024~~. No cash distributions were received during the nine months ended June 30~~, ~~2025. During the nine months ended June 30, 2024, Barnwell received cash distributions of $1,071,000 (resulting in a net amount of $953,000,~~ after distributing $~~118,000~~0 to non-controlling interests) from the Kukio Resort Land Development Partnerships.

Equity in income of affiliates was nil for the three ~~and nine~~ months ended ~~June~~December 3031, 2025, ~~as compared to equity in income of affiliates of nil~~ and ~~$1,071,000 for the three and nine months ended June 30,~~ 2024~~, respectively~~.

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

	Three months ended June 30,
	Three months ended December 31,
	2025		2024
Revenue	$	~~169~~1,046,000	$	~~518~~1,299,000
Gross (loss) profit	$	(46,000)	$	129,000
Gross profit	$	424,000	$	479,000
Net loss	$	(~~538~~47,000)	$	(~~338~~48,000)

	Nine months ended June 30,
	2025		2024
Revenue	$	5,761,000	$	12,557,000
Gross profit	$	2,612,000	$	8,275,000
Net earnings	$	1,013,000	$	6,674,000

In the quarter ended June 30, 2021, the Company received cumulative distributions from the Kukio Resort Land Development Partnerships in excess of our investment balance and in accordance with applicable accounting guidance, the Company suspended its equity method earnings recognition and the Kukio Resort Land Development Partnerships investment balance was reduced to zero with the distributions received in excess of our investment balance recorded as equity in income of affiliates because the distributions are not refundable by agreement or by law and the Company is not liable for the obligations of or otherwise committed to provide financial support to the Kukio Resort Land Development Partnerships. The Company will record future equity method earnings only after our share of the Kukio Resort Land Development Partnerships’ cumulative earnings in excess of distributions during the suspended period exceeds our share of the Kukio Resort Land Development Partnerships’ income recognized for the excess distributions, and during this suspended period any distributions received will be

~~Cumulative~~recorded ~~distributions~~as ~~received~~equity ~~from~~in ~~the~~income ~~Kukio~~of ~~Resort~~affiliates. ~~Land~~Accordingly, ~~Development~~no ~~Partnerships~~equity in ~~excess~~income of ~~our~~affiliates ~~investment balance~~ was ~~$149,000~~recognized atin ~~June 30,~~the ~~2025~~three ~~and~~months ~~$373,000~~ended ~~at September~~December 3031, ~~2024~~2025.

16Cumulative distributions received from the Kukio Resort Land Development Partnerships in excess of our investment balance was $116,000 at December 31, 2025 and $106,000 at September 30, 2025.

Sale of Interest in Leasehold Land

Kaupulehu Developments holds rights to receive payments from KD I and KD II resulting from the sale of lots and/or residential units within Increment I, which is now fully sold, and within Increment II, which is not yet developed (see Note 18).

With respect to Increment I, Kaupulehu Developments was entitled to receive payments from KD I based on 10% of the gross receipts from KD I’s sales of single-family residential lots in Increment I. The last two single-family lots of the 80 lots developed within Increment I were sold in the quarter ended March 31, 2024.

~~The~~Under ~~following~~the ~~table~~terms ~~summarizes~~of the Increment III ~~revenues~~agreement with KD II, Kaupulehu Developments is entitled to 15% of the distributions of KD II, the cost of which is to be solely borne by KDK out of its 55% ownership interest in KD II, plus a priority payout of 10% of KDK’s cumulative net profits derived from Increment II sales subsequent to Phase 2A, up to a maximum of $3,000,000 as to the priority payout. Such interests are limited to distributions or net profits interests and Barnwell does not have any partnership interests in KD III or KDK through its interest in Kaupulehu Developments. The arrangement also gives Barnwell rights to three single-family residential lots in Phase 2A of Increment II, and four single-family residential lots in phases subsequent to Phase 2A when such lots are developed by KD II, all at no cost to Barnwell. Barnwell is committed to commence construction of improvements within 90 days of the ~~amount~~transfer of ~~fees~~the ~~directly~~four ~~related~~lots in the phases subsequent to Phase 2A as a condition of the transfer of such ~~revenues:~~lots. Also, in addition to Barnwell’s existing obligations to pay professional fees to certain parties based on percentages of its gross receipts, Kaupulehu Developments is obligated to pay an amount equal to 0.72% and 0.20% of the cumulative net profits of KD II to KD Development and a pool of various individuals, respectively, all of whom are partners of KKM and are unrelated to Barnwell, in compensation for the agreement of these parties to admit the new development partner for Increment II. Such compensation will be reflected as the obligation becomes probable and the amount of the obligation can be reasonably estimated.

	Three months endedJune 30,				Nine months endedJune 30,
	2025		2024		2025		2024
Sale of interest in leasehold land:
Revenues - sale of interest in leasehold land	$	—	$	—	$	—	$	500,000
Fees - included in general and administrative expenses	—		—		—		(61,000)
Sale of interest in leasehold land, net of fees paid	$	—	$	—	$	—	$	439,000

There is no assurance with regards to any payments in the future from Increment II to be received or that the remaining acreage within Increment II will be developed. No definitive development plans have been made by KD II, the developer of Increment II, as of the date of this report.

Contracts to Sell Interests in Increment II

In November 2025, Kaupulehu Developments entered into an agreement with Mr. David Johnston, the son of Mr. Terry Johnston, a partner in Kaupulehu Developments, to surrender any and all remaining rights of Kaupulehu Developments for Increment II for the total consideration of $2,000,000. The purchaser paid an initial $70,000 which was recognized as revenue during the three months ended December 31, 2025. Additionally, the purchaser has the right to extend the closing by up to 2 years by making a $70,000 payment in each of the next 2 years, with those payments applied against the $2,000,000 purchase price. The transaction remains subject to the purchaser's election to proceed and other closing conditions. Because the agreement is subject to substantive contingencies and closing conditions that has not been satisfied, the criteria for revenue recognition under ASC 606 have not been met. Accordingly, no additional revenue has been recognized in the financial statements.

Also in November 2025, pursuant to a unit purchase agreement, KDK agreed to sell KDK’s interests in Increment II to Mr. David Johnston for $2,109,000. The unit purchase agreement is subject to due diligence, and there is no certainty that the transaction will close. Furthermore, there is also no assurance on the timing or amounts that the general partner of KDK would distribute upon a closing. Again, there are substantive contingencies and closing conditions that has not been satisfied, and in turn no revenue has been recognized in the financial statements.

Investment in Leasehold Land Interest - Lot 4C

Kaupulehu Developments ~~holds~~held an interest in an area of approximately 1,000 acres of vacant leasehold land zoned conservation located adjacent to Lot 4A, which currently has no development potential without both a development agreement with the lessor and zoning reclassification. The lease ~~terminates~~expired by its terms in December 2025.

7. OIL AND NATURAL GAS PROPERTIES AND ASSET RETIREMENT OBLIGATIONS

Oil and Natural Gas Property Dispositions

There were no significant oil and natural gas property dispositions during the ~~nine~~three months ended ~~June~~December 3031, 2025. The $282,000 of proceeds from the sale of oil and natural gas properties included in the Condensed Consolidated Statement of Cash Flows for the ~~nine~~three months ended ~~June 30~~December 31, ~~2025~~2024 represents proceeds that were credited to our cash in October 2024 from a sale of properties that closed in late September 2024.

InOn ~~the~~August ~~quarter ended June 30~~8, ~~2024~~2025, Barnwell entered into ~~and~~an ~~completed a purchase and sale~~ agreement with an independent third party ~~and~~to ~~sold~~sell all of its working interests in ~~certain~~its ~~natural~~U.S. ~~gas~~oil and ~~oil~~natural ~~properties~~gas ~~located~~assets infor ~~the~~a ~~Kaybob~~sales ~~area~~price of ~~Alberta~~$2, ~~Canada~~300,000. The sales price per the agreement was adjusted for customary purchase price adjustments to reflect the economic activity from the effective date of July 1, 2025 to the closing date August 8, 2025. The U.S. oil and natural gas assets were located in the states of Texas and Oklahoma and were owned by wholly-owned subsidiaries of Barnwell. As a result of the sale, the Company no longer owns any oil and natural gas assets in the U.S., however, the Company will continue to explore for oil and natural gas opportunities in the U.S.

17On August 28, 2025, Barnwell entered into and completed a purchase and sale agreement with an independent third party and sold its interests in certain oil and natural gas properties located in the Medicine River area of Alberta, Canada. The sales price per the agreement was adjusted for customary purchase price adjustments to $288,000 in order to, among other things, reflect an economic closing date of September 30, 2025. The final determination of the customary adjustments to the purchase price has not yet been made; however, it is not expected to result in a material adjustment. The proceeds were credited to the full cost pool, with no gain or loss recognized, as the sale did not result in a significant alteration of the relationship between capitalized costs and proved reserves.

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

Impairment of Oil and Natural Gas Properties

Under the full cost method of accounting, the Company performs quarterly oil and natural gas ceiling test calculations. Changes in the 12-month rolling average first-day-of-the-month prices for oil, natural gas and natural gas liquids prices (except where prices are defined by contractual arrangements), the value of reserve additions as compared to the amount of capital expenditures to obtain them, and changes in production rates and estimated levels of reserves, future development costs and the market value of unproved properties, impact the determination of the maximum carrying value of oil and natural gas properties.

During the three ~~and nine~~ months ended ~~June~~December 3031, 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 ~~our~~its U.S. operations oil and natural gas properties of $~~200~~613,000 ~~and $865,000, respectively~~.

During the three months ended June 30, 2024, the Company incurred a non-cash ceiling test impairment of $599,000, which included impairments for our U.S. and Canadian oil and natural gas properties of $112,000 and $487,000, respectively. During the nine months ended June 30, 2024, the Company incurred a non-cash ceiling test impairment of $2,276,000, which included impairments for our U.S. and Canadian oil and natural gas properties of $112,000 and $2,164,000, respectively.

As discussed above, the ceiling test uses a 12-month historical rolling average first-day-of-the-month prices. As such, declines in the 12-month historical rolling average first-day-of-the-month prices used in our ceiling test calculation in future periods could result in impairment write-downs in future periods in the absence of any offsetting factors that are not currently known or projected. Based on the oil and gas prices for July 1 and August 1 of 2025, the oil prices used in the 12-month historical rolling first-day-of-the-month average for the ceiling test at September 30, 2025 are likely to be lower than at June 30, 2025. As such, we may incur a further impairment charge in the quarter ending September 30, 2025. The Company is currently unable to estimate a range of the amount of any potential future impairment write-downs as variables that impact the ceiling limitation are dependent upon actual results of activity through the end of September 2025.

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

1816

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).

8. RETIREMENT PLANS

Barnwell sponsors a noncontributory defined benefit pension plan (“Pension Plan”) covering substantially all of its U.S. employees and a noncontributory Supplemental Executive Retirement Plan (“SERP”), which covers certain current and former employees of Barnwell for amounts exceeding the limits allowed under the Pension Plan. Effective December 31, 2019, the accrual of benefits for all participants in the Pension Plan and SERP was frozen and the plans were closed to new participants from that point forward.

The following tables detail the components of net periodic benefit (income) cost for Barnwell’s retirement plans:

	Pension Plan				SERP
	Three months ended June 30,
	Three months ended December 31,
	2025		2024		2025		2024
Interest cost	$	98102,000	$	~~103~~98,000	$	2426,000	$	2423,000
Expected return on plan assets	(~~200~~230,000)		(~~192~~200,000)		—		—
Amortization of net actuarial gain	—		—		—		~~(21,000)~~—
Net periodic benefit (income) cost	$	(~~102~~128,000)	$	(89102,000)	$	2426,000	$	323,000

	Pension Plan				SERP
	Nine months ended June 30,
	2025		2024		2025		2024
Interest cost	$	293,000	$	308,000	$	71,000	$	72,000
Expected return on plan assets	(600,000)		(575,000)		—		—
Amortization of net actuarial gain	—		—		—		(64,000)
Net periodic benefit (income) cost	$	(307,000)	$	(267,000)	$	71,000	$	8,000

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

Currently, no contributions are planned to be made to the Pension Plan during fiscal ~~2025~~2026. The SERP plan is unfunded and Barnwell funds benefits when payments are made. Expected payments under the SERP for fiscal ~~2025~~2026 are expected to be $76270,000. Fluctuations in actual equity market returns as well as changes in general interest rates will result in changes in the market value of plan assets and may result in increased or decreased retirement benefits costs and contributions in future periods.

A portion of the Pension Plan’s investments is in publicly traded stocks, one of which is Barnwell’s common stock. At ~~June~~December 3031, 2025 and September 30, ~~2024~~2025, the Pension Plan held ~~520~~676,~~350~~296 and ~~413~~666,~~148~~077 shares, respectively, of Barnwell common stock (see Note 18 for additional details).

1917

9. INCOME TAXES

The components of loss from continuing operations before income taxes, after adjusting the loss for non-controlling interests, are as follows:

Three months endedJune 30,

Nine months endedJune 30,

Three months endedDecember 31,

2025

2024

~~2025~~

~~2024~~

United States

(1912,~~402,~~000)

(~~666~~1,147,000)

~~(4,075,000)~~

~~(37,000)~~

Canada

(~~182~~588,000)

(~~331~~444,000)

~~(476,000)~~

~~(2,450,000)~~

(1,~~584~~500,000)

(~~997~~1,591,000)

~~(4,551,000)~~

~~(2,487,000)~~

The components of the income tax (benefit) provision from continuing operations are as follows:

	Three months endedJune 30,				Nine months endedJune 30,
	Three months endedDecember 31,
	2025		2024		~~2025~~		~~2024~~
Current	$	(1774,000)	$	2516,000	$	~~186,000~~	$	~~140,000~~
Deferred	~~(17,000)~~—		(49,000)		~~(51,000)~~		~~47,000~~
	$	(3474,000)	$	217,000	$	~~135,000~~	$	~~187,000~~

Consolidated taxes do not bear a customary relationship to pretax results due primarily to the fact that the Company is taxed separately in Canada based on Canadian source operations and in the U.S. based on consolidated operations, and essentially all deferred tax assets, net of relevant offsetting deferred tax liabilities, are not estimated to have a future benefit as tax credits or deductions. The Company operates two subsidiaries in Canada, one of which is a U.S. corporation operating as a branch in Canada that is treated as a non-resident for Canadian tax purposes and thus has operating results that cannot be offset against or combined with the other Canadian subsidiary that files as a resident for Canadian tax purposes. Income from our non-controlling interest in the Kukio Resort Land Development Partnerships is treated as non-unitary for state of Hawaii unitary filing purposes, thus unitary Hawaii losses provide limited sheltering of such non-unitary income. Income from our investment in the Oklahoma oil venture is 100% allocable to Oklahoma. As such, Barnwell receives no benefit from consolidated or unitary losses and, therefore, is subject to Oklahoma state taxes. Our operations in Texas are subject to a franchise tax assessed by the state of Texas, however no significant amounts have been incurred to date.

On July 4, 2025, the President of the United States signed into law the One Big Beautiful Bill Act. The legislation, among other things, makes permanent, extends or modifies certain provisions under the 2017 Tax Cuts and Jobs Act, including a permanent extension of 100% bonus depreciation for certain capital expenditures. Pursuant to ASC Topic 740, Income Taxes, the effects of changes in tax law are recognized in the period of enactment. As such, this legislation is not reflected in the Company’s unaudited condensed consolidated financial statements for the periods ended June 30, 2025. The Company is currently evaluating the full impact of this new legislation on its consolidated financial statements.

10. SEGMENT INFORMATION

As disclosed in Note 3 “Discontinued Operations,” on March 14, 2025, the Company completed the sale of Water Resources, which represented the Company’s contract drilling segment. The financial results of the Company’s contract drilling business has been presented as discontinued operations and therefore is excluded from segment reporting. Accordingly, Barnwell’s continuing operations include the following two principal business segments:

Oil and Natural Gas Segment - Barnwell engages in oil and natural gas development, production, acquisitions and sales in Canada. ~~and~~Additionally, through its wholly-owned subsidiaries, Barnwell was, until August 8, 2025, involved in ~~the~~several ~~U.S.~~non-operated ~~states~~oil ofand natural gas investments in Oklahoma and Texas.

Land Investment Segment - Barnwell owns leasehold land interests in Hawaii.

The following table presents certain financial information related to Barnwell’s reporting segments. All revenues reported are from external customers with no intersegment sales or transfers.

	Three months endedJune 30,				Nine months endedJune 30,
	Three months endedDecember 31,
	2025		2024		~~2025~~		~~2024~~
Revenues:
Oil and natural gas	$	32,~~153~~630,000	$	43,~~452~~897,000	$	~~10,593,000~~	$	~~13,726,000~~
Land investment	—70,000		—		—		~~500,000~~
Other	2531,000		3311,000		~~58,000~~		~~66,000~~
Total before interest income	32,~~178~~731,000		43,~~485~~908,000		~~10,651,000~~		~~14,292,000~~
Interest income	1415,000		2126,000		~~44,000~~		~~54,000~~
Total revenues	$	32,~~192~~746,000	$	43,~~506~~934,000	$	~~10,695,000~~	$	~~14,346,000~~
Cost and expenses:
Oil and natural gas	$	2,071,000	$	2,496,000
Depletion, depreciation, and amortization:
Oil and natural gas	$	~~844~~591,000	$	1904,~~293,~~000	$	~~2,501,000~~	$	~~4,093,000~~
Other	—1,000		~~1,000~~—		~~1,000~~		~~2,000~~
Total depletion, depreciation, and amortization	$	~~844~~592,000	$	1904,~~294,~~000	$	~~2,502,000~~	$	~~4,095,000~~
Impairment:
Oil and natural gas	$	~~200,000~~—	$	~~599~~613,000	$	~~865,000~~	$	~~2,276,000~~
Total impairment	$	200,000	$	599,000	$	865,000	$	2,276,000
Operating profit (before general and administrative expenses):
Oil and natural gas	$	27(32,000)	$	~~326~~(116,000)	$	~~663,000~~	$	~~2,000~~
Land investment	—70,000		—		—		~~500,000~~
Other	2530,000		3211,000		~~57,000~~		~~64,000~~
Total operating profit	5268,000		~~358~~(105,000)		~~720,000~~		~~566,000~~
Equity in income of affiliates:
General and administrative expenses	(1,616,000)		(1,163,000)
Land investment	—		—		—		1,071,000
Foreign currency gain (loss)	47,000		(351,000)
General and administrative expenses	(1,868,000)		(1,303,000)		(5,193,000)		(3,879,000)
Interest income	15,000		26,000
Foreign currency gain (loss)	219,000		(61,000)		(122,000)		(63,000)
Loss from continuing operations before income taxes	$	(1,486,000)	$	(1,593,000)
Interest expense	(4,000)		—		(5,000)		—
Interest income	14,000		21,000		44,000		54,000
Loss from continuing operations before income taxes	$	(1,587,000)	$	(985,000)	$	(4,556,000)	$	(2,251,000)

21Capital Expenditures:


	Three months ended December 31,
	2025		2024
Oil and natural gas	$	28,000	$	2,529,000

Other	—		—
Total	$	28,000	$	2,529,000

Oil and natural gas capital expenditures include acquisitions as well as changes to capitalized asset retirement obligations, including revisions of asset retirement obligations (see Note 7 for additional details).

Assets By Segment:



	December 31, 2025		September 30, 2025
Oil and natural gas (1)
Canada	$	11,268,000	$	11,118,000



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


Asset for retirement benefits	6,056,000		5,928,000
Corporate and other	521,000		880,000
Total	$	21,467,000	$	20,812,000

______________

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

Long-Lived Assets By Geographic Area:


	December 31, 2025		September 30, 2025
United States	$	6,076,000	$	5,965,000
Canada	9,564,000		9,617,000
Total	$	15,640,000	$	15,582,000

Revenue By Geographic Area:


	Three months ended December 31,
	2025		2024
United States	$	70,000	$	355,000
Canada	2,661,000		3,553,000
Total (before interest income)	$	2,731,000	$	3,908,000

11. REVENUE FROM CONTRACTS WITH CUSTOMERS

Disaggregation of Revenue

The following tables provide information about disaggregated revenue by revenue streams, reportable segments, geographical region, and timing of revenue recognition based upon continuing operations for the three ~~and nine~~ months ended ~~June~~December 3031, 2025 and 2024.

		Three months ended June 30, 2025
		Three months ended December 31, 2025
		Oil and natural gas		Land investment		Other		Total
Revenue streams:
	Oil	$	21,~~360~~903,000	$	—	$	—	$	21,~~360~~903,000
	Natural gas	~~430~~471,000		—		—		~~430~~471,000
	Natural gas liquids	~~363~~256,000		—		—		~~363~~256,000
	Other	—		—70,000		2531,000		25101,000
	Total revenues before interest income	$	32,~~153~~630,000	$	—70,000	$	2531,000	$	32,~~178~~731,000
Geographical regions:
	United States	$	~~347,000~~—	$	—70,000	$	—	$	~~347~~70,000
	Canada	2,~~806~~630,000		—		2531,000		2,~~831~~661,000
	Total revenues before interest income	$	32,~~153~~630,000	$	—70,000	$	2531,000	$	32,~~178~~731,000
Timing of revenue recognition:
	Goods transferred at a point in time	$	32,~~153~~630,000	$	—70,000	$	2531,000	$	32,~~178~~731,000

		Three months ended June 30, 2024
		Three months ended December 31, 2024
		Oil and natural gas		Land investment		Other		Total
Revenue streams:
	Oil	$	3,~~597~~143,000	$	—	$	—	$	3,~~597~~143,000
	Natural gas	~~378~~349,000		—		—		~~378~~349,000
	Natural gas liquids	~~477~~405,000		—		—		~~477~~405,000
	Other	—		—		3311,000		3311,000
	Total revenues before interest income	$	43,~~452~~897,000	$	—	$	3311,000	$	43,~~485~~908,000
Geographical regions:
	United States	$	~~534~~355,000	$	—	$	~~1,000~~—	$	~~535~~355,000
	Canada	3,~~918~~542,000		—		3211,000		3,~~950~~553,000
	Total revenues before interest income	$	43,~~452~~897,000	$	—	$	3311,000	$	43,~~485~~908,000
Timing of revenue recognition:
	Goods transferred at a point in time	$	43,~~452~~897,000	$	—	$	3311,000	$	43,~~485~~908,000

2221

		Nine months ended June 30, 2025
		Oil and natural gas		Land investment		Other		Total
Revenue streams:
	Oil	$	8,104,000	$	—	$	—	$	8,104,000
	Natural gas	1,267,000		—		—		1,267,000
	Natural gas liquids	1,222,000		—		—		1,222,000
	Other	—		—		58,000		58,000
	Total revenues before interest income	$	10,593,000	$	—	$	58,000	$	10,651,000
Geographical regions:
	United States	$	1,078,000	$	—	$	—	$	1,078,000
	Canada	9,515,000		—		58,000		9,573,000
	Total revenues before interest income	$	10,593,000	$	—	$	58,000	$	10,651,000
Timing of revenue recognition:
	Goods transferred at a point in time	$	10,593,000	$	—	$	58,000	$	10,651,000

		Nine months ended June 30, 2024
		Oil and natural gas		Land investment		Other		Total
Revenue streams:
	Oil	$	10,474,000	$	—	$	—	$	10,474,000
	Natural gas	1,768,000		—		—		1,768,000
	Natural gas liquids	1,484,000		—		—		1,484,000
	Contingent residual payments	—		500,000		—		500,000
	Other	—		—		66,000		66,000
	Total revenues before interest income	$	13,726,000	$	500,000	$	66,000	$	14,292,000
Geographical regions:
	United States	$	1,962,000	$	500,000	$	1,000	$	2,463,000
	Canada	11,764,000		—		65,000		11,829,000
	Total revenues before interest income	$	13,726,000	$	500,000	$	66,000	$	14,292,000
Timing of revenue recognition:
	Goods transferred at a point in time	$	13,726,000	$	500,000	$	66,000	$	14,292,000

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.

June 30, 2025

September 30, 2024

September 30, 2023

December 31, 2025

September 30, 2025

September 30, 2024

Accounts receivables from contracts with customers

1908,~~128,~~000

1913,~~472,~~000

21,~~344~~472,000

12. ACCUMULATED OTHER COMPREHENSIVE INCOME

The changes in each component of accumulated other comprehensive income were as follows:

	Three months endedJune 30,				Nine months endedJune 30,
	Three months endedDecember 31,
	2025		2024		~~2025~~		~~2024~~
Foreign currency translation:
Beginning accumulated foreign currency translation	$	~~310~~295,000	$	~~228~~220,000	$	~~220,000~~	$	~~220,000~~
Change in cumulative translation adjustment before reclassifications	(37,000)		12,000		53,000		20,000
Change in cumulative translation adjustment	(27,000)		93,000
Income taxes	—		—		—		—
Net current period other comprehensive (loss) income	(27,000)		93,000
Net current period other comprehensive (loss) income	(37,000)		12,000		53,000		20,000
Ending accumulated foreign currency translation	268,000		313,000
Ending accumulated foreign currency translation	273,000		240,000		273,000		240,000
Retirement plans:
Beginning accumulated retirement plans benefit income	1,723,000		1,841,000		1,723,000		1,884,000
Beginning and ending accumulated retirement plans benefit income	2,347,000		1,723,000
Amortization of net actuarial gain	—		(21,000)		—		(64,000)
Accumulated other comprehensive income, net of taxes	$	2,615,000	$	2,036,000
Income taxes	—		—		—		—
Net current period other comprehensive loss	—		(21,000)		—		(64,000)
Ending accumulated retirement plans benefit income	1,723,000		1,820,000		1,723,000		1,820,000
Accumulated other comprehensive income, net of taxes	$	1,996,000	$	2,060,000	$	1,996,000	$	2,060,000

The amortization of net actuarial gain for the retirement plans are included in the computation of net periodic benefit (income) cost which is a component of “General and administrative” expenses on the accompanying Condensed Consolidated Statements of Operations (see Note 8 for additional details).

13. FAIR VALUE MEASUREMENTS

The carrying values of cash and cash equivalents, accounts and other receivables, note receivable, accounts payable and accrued current liabilities approximate their fair values due to the short-term nature of the instruments.

Assets and Liabilities Measured at Fair Value on a Nonrecurring Basis

The estimated fair values of oil and natural gas properties and the asset retirement obligation incurred in the drilling of oil and natural gas wells or assumed in the acquisitions of additional oil and natural gas working interests are based on an estimated discounted cash flow model and market assumptions. The assumptions used in the calculation of estimated discounted cash flows were primarily Level 3 assumptions; assumptions included future commodity prices, projections of estimated quantities of oil and natural gas reserves, expectations for timing and amount of future development, operating and asset retirement costs, projections of future rates of production, expected recovery rates and risk adjusted discount rates.

Barnwell estimates the fair value of asset retirement obligations based on the projected discounted ~~future cash outflows required to settle abandonment and restoration liabilities. Such an estimate requires~~

2422

future cash outflows required to settle abandonment and restoration liabilities. Such an estimate requires assumptions and judgments regarding the existence of liabilities, the amount and timing of cash outflows required to settle the liability, what constitutes adequate restoration, inflation factors, credit adjusted discount rates, and consideration of changes in legal, regulatory, environmental and political environments. Abandonment and restoration cost estimates are determined in conjunction with Barnwell’s reserve engineers based on historical information regarding costs incurred to abandon and restore similar well sites, information regarding current market conditions and costs, and knowledge of subject well sites and properties. Asset retirement obligation fair value measurements in the current period were Level 3 fair value measurements.

14. DEBT

Insurance Premium Financing

In March 2025, the Company entered into a short-term financing agreement with a third-party to finance the Company’s directors and officers insurance premium in the amount of $183,000, with a term of 11 months and an annual interest rate of 9.4%. The Company made a down payment of $15,000 and iswas required to make monthly principal and interest payments of $16,000 over the term of the agreement, which ~~matures~~was set to mature in February 2026. AsThe ~~of June 30, 2025, the~~ insurance premium financing ~~liability~~ was ~~$109,000~~repaid ~~and is included~~ in ~~“Other~~full ~~current liabilities”~~ in ~~the~~September ~~accompanying Condensed Consolidated Balance Sheets~~2025.

15. STOCKHOLDERS' EQUITY

Private Placement Offering

On November 24, 2025, the Company entered into a securities purchase agreement (the “Purchase Agreement”) with certain investors (the “Purchasers”), including certain directors of the board of directors of the Company pursuant to which the Company agreed to issue and sell an aggregate of: (i) 2,221,141 shares of its common stock, and (ii) warrants (the “Common Warrants”) to purchase up to 1,029,104 shares of the Company's common stock (the “Warrant Shares”) in a private placement offering of the Company’s securities (the “Offering”). The directors of the Company participating as Purchasers in the Offering and certain other Purchasers did not receive any Common Warrants. The Offering closed on November 28, 2025 (the “Closing Date”) and the gross proceeds received from the Offering were approximately $2,443,000. Net proceeds from the offering were $2,408,000, with $35,000 issuance costs incurred to register for resale such common stock and Warrants Shares.

The price of the shares of common stock sold in the private placement was $1.10 per share. The Common Warrants have an exercise price of $1.65 per share, can be exercised starting one hundred eighty (180) days following the date of closing of the Offering (the “Initial Exercise Date”) and will be exercisable for three years following the Initial Exercise Date. The company estimated the fair value of a Common Warrants on grant date as $0.30, totaling $309,000, using a Black Sholes model. The Company allocated $4,000 of issuance costs to the Common Warrants, resulting in a net Common Warrant value of $305,000.

In connection with the transaction, and conditioned upon the Closing, one of the Purchasers, Mr. Bradley L. Radoff, had the right to appoint a director to the Company’s board of directors. Accordingly, the Company has appointed Mr. Radoff’s designee, Mr. Joshua E. Schechter, effective November 28, 2025, to the Board of Directors, effective November 28, 2025, to serve until the Company’s next annual meeting of stockholders.

Common Stock Issued for Services

On October 27, 2025, Barnwell Industries, Inc. appointed Philip Patman, Jr. as the Company’s Executive Vice President Finance and in connection with Mr. Patman’s appointment, the Company entered into an executive employment agreement with Mr. Patman, dated, and effective, as of October 27, 2025 (the “Employment Agreement”). Pursuant to the terms of the Employment Agreement, on October 27, 2025, Mr. Patman received a stock award of 83,207 shares of the Company’s common stock. The fair value of the share on grant date were $101,000 ($1.21 per share using the closing price of the Company’s common stock on October 27, 2025).

Stock Options

On October 27, 2025, Board of Directors of the Company (the "Board") issued 185,000 incentive stock options to Mr. Patman, dated, and effective, as of October 27, 2025 under the Employment Agreement, vesting according to the following schedule: 34% of the total on October 27, 2026; 33% of the total on October 27, 2027; and 33% of the total on October 27, 2028. The stock option has a term of ten years and an exercise price of $1.21 per share (the closing price of the Company’s common stock on October 27, 2025).

The following assumptions were used in estimating the fair value for equity-classified stock options granted on October 27, 2025:



Number of shares			185,000
Expected volatility			62.0%
Expected dividends			None
Expected term (in years)			6.0
Risk-free interest rate			3.61%
Expected forfeitures			None
Fair value per share			$0.73

The application of alternative assumptions could produce significantly different estimates of the fair value of share-based compensation, and consequently, the related costs reported in the “General and administrative” expenses in the Condensed Consolidated Statements of Operations.

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


Options	Shares	Weighted- Average Exercise Price		Weighted- Average Remaining Contractual Term	Aggregate Intrinsic Value
Outstanding at October 1, 2025	415,000	$	3.38
Granted	185,000	1.21
Exercised	—	—
Expired/Forfeited	—	—
Outstanding at December 31, 2025	600,000	$	2.71	6.1	$	—
Exercisable at December 31, 2025	415,000	$	3.38	4.4	$	—

Compensation cost for stock option awards is measured at the grant date based on the fair value of the award and is recognized as an expense over the requisite service period. During the three months ended December 31, 2025 and 2024, the Company recognized share-based compensation expense related to stock options of $15,000 and nil, respectively. The remaining unrecognized compensation cost related to stock options as of December 31, 2025 was $119,000 (nil - September 30, 2025).

Restricted Stock Units

On October 248, ~~2024~~2025, the ~~Company’s~~ Board ~~of Directors (the “Board”)~~ granted a total of ~~105~~133,~~820~~335 restricted stock units to the independent directors of the Board as partial payment of director fees for their service as members of the Board. The restricted stock units vest ratably over a three-year period, subject to the director’s continued service through the applicable vesting dates.

On ~~January~~October 1927, 2025, the Board granted a total of 6683,~~000~~208 restricted stock ~~units~~unit awards pursuant to the ~~Company's~~Employment ~~President~~Agreement, ~~and~~vesting ~~Chief~~according ~~Executive~~to ~~Officer.~~the ~~The~~following ~~restricted~~schedule: ~~stock~~34% ~~units~~of ~~vest~~the ~~ratably~~total ~~over~~on aOctober ~~three-year~~27, ~~period~~2026; 33% of the total on October 27, 2027; and 33% of the total on October 27, 2028, subject to the ~~employee~~director’s continued service through the applicable vesting dates.

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

Restricted Stock Units	Shares	Weighted-AverageGrant Date Fair Value
Nonvested at October 1, 2024	110,892	$	2.63
Granted	171,820	1.82
Vested (1)	(20,000)	2.63
Forfeited	(78,356)	2.13
Nonvested at June 30, 2025	184,356	$	2.09

________________________

(1) The underlying common stock for these vested restricted stock units were not yet issued as of June 30, 2025; in July 2025, the Company issued 20,000 shares of common stock for these vested restricted stock units.

~~Compensation~~On ~~cost~~December ~~for restricted stock unit awards is measured at fair value and is recognized as an expense over the requisite service period. During the three and nine months ended June 30~~3, 2025, the ~~Company~~Board ~~recognized~~granted ~~share-based~~a ~~compensation~~total ~~expense~~of ~~related~~43,860 to restricted stock units ofto ~~$18,000 and $147,000, respectively. During~~ the ~~three~~appointed ~~and~~independent ~~nine~~director ~~months~~of ~~ended June 30, 2024,~~ the ~~Company~~Board ~~recognized~~as ~~share-based~~partial ~~compensation~~payment ~~expense~~of ~~related~~director tofees ~~restricted~~for ~~stock~~his ~~units~~service ofas ~~$42,000~~a ~~and~~member ~~$103,000, respectively. As~~ of ~~June 30, 2025,~~ the ~~total~~Board. ~~remaining~~The ~~unrecognized compensation cost related to nonvested~~ restricted stock units ~~was~~vest ~~$199,000,~~ratably ~~which~~over isa ~~expected~~three-year toperiod, besubject ~~recognized~~to ~~over~~ the ~~weighted-average~~director’s ~~remaining~~continued ~~requisite~~ service ~~period~~through ofthe ~~1.6~~applicable ~~years.~~vesting dates.

On December 10, 2025, the Board granted a total of 28,038 restricted stock units to an officer and several directors of the Board as partial payment of compensation for their service as an officer and members of the Board. The restricted stock units vest over a one year period, subject to the person's continued service through the applicable vesting dates.

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


Restricted Stock Units	Shares	Weighted-Average Grant Date Fair Value
Nonvested at October 1, 2025	154,174	$	2.07
Granted	288,441	1.25
Vested	—	—
Forfeited	—	—
Nonvested at December 31, 2025	442,615	$	1.54

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.

Limited-Duration Shareholder Rights Plan

On January 26, ~~2025~~2026, the ~~Board~~Company’s ~~adopted~~then-existing a shareholder rights plan ~~and~~expired ~~declared a dividend of one right (a “Right”)~~ in ~~respect~~accordance ofwith ~~each~~its of the Company’s issued and outstanding shares of common stock, par value $0.50 per share (“Common Stock”). The dividend was payable to the shareholders of record at the close of business on February 7, 2025. Each Right initially entitled the registered holder, subject to the terms ~~of the Rights Agreement (as defined below), to purchase from the Company one share of Common Stock, at a price equal to $9~~.00, subject to certain adjustments (as adjusted from time to time, the “Exercise Price”). The terms of the Rights are set forth in the Rights Agreement, dated as of January 26, 2025 (as it may be amended from time to time, the “Rights Agreement”), by and between the Company and Broadridge Corporate Issuer Solutions, LLC, as rights agent (or any successor rights agent, the “Rights Agent”).

InAs ~~general~~of ~~terms~~January 30, 2026, the ~~Rights~~Company ~~Agreement~~adopted ~~imposes~~a ~~significant~~new ~~dilution~~shareholder ~~upon~~rights ~~any~~plan ~~person or group~~ (~~other~~“Rights ~~than the Company or certain related persons~~Plan”) ~~that~~by isentering orinto ~~becomes~~a ~~the~~Rights ~~beneficial~~Agreement ~~owner of 20%~~ (the “~~Triggering~~Rights ~~Percentage~~Agreement”), ordated ~~more~~as of ~~the~~January ~~Company’s~~30, ~~outstanding~~2026, ~~Common~~between ~~Stock without~~ the ~~prior~~Company ~~approval~~and ofBroadridge ~~the~~Corporate ~~Board.~~Issuer ASolutions, ~~person~~LLC, oras ~~group~~rights ~~that~~agent. ~~becomes~~Pursuant ~~the~~to ~~beneficial owner of~~ the ~~Triggering Percentage or more is called an “Acquiring Person.” Any~~ Rights ~~held~~Plan, bythe anBoard ~~Acquiring~~authorized ~~Person will be null~~ and ~~void~~declared ~~and~~a ~~may~~dividend ~~not~~distribution ~~be exercised. Shareholders that beneficially own the Triggering Percentage or more~~ of ~~the~~one ~~Company’s~~right ~~outstanding Common Stock on the date the plan is adopted~~(each, ~~are~~a ~~not~~“Right”) ~~considered~~for ~~Acquiring~~each ~~Persons;~~outstanding ~~however,~~share ~~such~~of ~~Shareholders~~common ~~generally may not acquire~~stock, orpayable ~~obtain the right~~ to ~~acquire,~~holders ~~beneficial ownership~~ of ~~0.25%~~record oras ~~more additional shares~~ of the ~~Company’s~~close ~~outstanding~~of ~~Common~~business ~~Stock.~~on ~~The~~February ~~term~~13, ~~“beneficial~~2026 ~~ownership” is defined in~~ (the ~~Rights~~“Record ~~Agreement and includes, among other things, certain securities that may be exercised or converted into shares of Common Stock and certain derivative arrangements~~Date”).

~~The~~Each ~~Rights~~Right ~~will~~entitles ~~expire~~the ~~prior~~registered toholder ~~the~~thereof ~~earliest~~to ofpurchase ~~(i)~~from the ~~close~~Company, ofwhen ~~business~~exercisable onand ~~January 26, 2026 (~~subject to ~~the~~adjustment, ~~shareholders~~one ofshare ~~the Company approving an extension~~ of ~~the~~common ~~Rights~~stock, ~~Agreement~~at ~~through~~ a ~~date~~purchase onprice orof ~~prior~~$7.00 toper ~~January 26~~share, ~~2028);~~subject ~~(ii) the time at which the Rights are redeemed pursuant~~ to ~~the~~adjustment ~~Rights Agreement;~~ (~~iii)~~ the ~~time~~“Purchase ~~at which the Rights are exchanged pursuant to the Rights Agreement; and (iv~~Price”) ~~upon the occurrence of certain transactions~~.

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

Rights Certificates; Exercise Period; Term

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 (10th) business day following a public announcement (or, if the tenth (10th) 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 (10th) 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.

Redemption

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.

16. CONTINGENCIES

Legal and Regulatory Matters

Barnwell is routinely involved in disputes with third parties that occasionally require litigation. In addition, Barnwell is required to maintain compliance with all current governmental controls and regulations in the ordinary course of business. Barnwell’s management is not aware of any claims or litigation involving Barnwell that are likely to have a material adverse effect on its results of operations, financial position or liquidity, other than the shareholder contest actions discussed elsewhere in this filing.

17. INFORMATION RELATING TO THE CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

	Nine months endedJune 30,
	Three months endedDecember 31,
	2025		2024
Supplemental disclosure of cash flow information:
Cash paid during the period for:
Income taxes, net of refunds	$	~~148,000~~—	$	71136,000
Supplemental disclosure of non-cash financing activities:
Prepaid insurance funded directly by short-term premium financing borrowing	$	168,000	$	—

Capital expenditure accruals related to oil and natural gas exploration and development decreased $282,~~187,~~000 and $~~628~~2,215,000 during the ~~nine~~three months ended ~~June~~December 3031, 2025 and 2024, respectively. Additionally, capital expenditure accruals related to oil and natural gas asset retirement obligations increased $~~164~~360,000 and $~~367~~32,000 during the ~~nine~~three months ended ~~June~~December 3031, 2025 and 2024, respectively.

18. RELATED PARTY TRANSACTIONS

Kaupulehu Developments is entitled to receive payments from the sales of lots and/or residential units by KD I and KD II. 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. Changes to the arrangement above, effective March 7, 2019, are discussed in Note 6.

No lots were sold during the nine months ended June 30, 2025. During the nine months ended June 30, 2024, Barnwell received $500,000 in percentage of sales payments from KD I from the sale of the last two single-family lots within Increment I.

Barnwell Pension Plan

~~During~~Effective ~~the three months ended~~ June ~~30,~~ 2025, the Pension Plan ~~purchased~~owned ~~48,664 shares of Barnwell common stock which resulted in the Pension Plan owning~~ more than 5% of the Company's common shares outstanding ~~as of June 30, 2025~~. On July 3, 2025, the Barnwell Industries, Inc. Employees’ Pension Plan Trust filed a Schedule 13D with the Securities and Exchange Commission, reporting beneficial ownership of 520,350 shares of Barnwell common stock representing more than 5% of the Company’s common shares outstanding. As of September 30, 2025, the Pension Plan held 666,077 shares of Barnwell common stock. As of December 31, 2025, the Pension Plan held 676,296 shares of Barnwell common stock. All the shares purchased by the Pension Plan were made on the open market through a brokerage account.

19. SUBSEQUENT EVENTS

~~Oil~~Shareholder ~~and~~Rights ~~Natural Gas Property Dispositions~~ Plan

OnAs ~~August 8, 2025, Barnwell entered into an agreement with an independent third party to sell all~~ of ~~its~~January ~~working interests in its U.S. oil and natural gas assets for a sales price of $2~~30,~~300,000.~~ ~~The sales price per the agreement was adjusted for customary purchase price adjustments to reflect the economic activity from the effective date of July 1~~2026, ~~2025 to~~ the ~~closing date August 8, 2025. The U.S. oil and natural gas assets were located in the states of Texas and Oklahoma and were owned by wholly-owned subsidiaries of Barnwell. The~~ Company ~~accounts~~adopted for its oil and natural gas properties under the full cost method, and thus the carrying value of its U.S. oil and natural gas properties at June 30, 2025 was based on ceiling test parameters mandated by the U.S. Securities and Exchange Commission including a ~~discount~~shareholder ~~rate~~rights ofplan ~~10%~~(see ~~and~~Note ~~using~~15 ~~the~~for ~~12-month~~additional ~~historical rolling average first-day-of-the-month prices, which results in a value that is not necessarily reflective of fair value~~details). The Company estimates it will incur a loss on sale of approximately $700,000 after related income taxes in the quarter ending September 30, 2025. Barnwell will no longer own any oil and natural gas assets in the U.S. as a result of this sale.

~~Promissory~~Registration ~~Note Amendment~~Statement

InThe ~~August~~Company ~~2025,~~filed ~~the~~a ~~Promissory~~registration ~~Note~~statement ~~received~~on asForm ~~partial~~S-3 ~~consideration~~(File ~~for~~No. ~~the~~333-292684) ~~sale~~with ofthe ~~Water~~SEC ~~Resources~~on ~~(see~~January ~~Note~~12, 3)2026, which was ~~amended~~declared toeffective ~~change~~on ~~the~~January ~~due~~30, ~~date~~2026. ofThe ~~the~~registration ~~$150,000~~statement ~~installments~~includes ~~due~~a on“shelf ~~August~~prospectus” ~~15,~~pursuant ~~2025~~to ~~and~~which ~~September~~the ~~15,~~Company ~~2025~~may tooffer ~~the~~and ~~following~~sell ~~schedule:~~up to $~~100~~50,000,000 onin ~~December 15~~securities, ~~2025;~~in ~~$50~~aggregate,~~000~~ onand ~~February~~a ~~15,~~“selling ~~2026;~~stockholder ~~and~~prospectus” ~~$150,000~~pursuant onto ~~March~~which 153,250,245 ~~2026~~shares ~~and~~of the Company’s common stock may be offered from time to ~~increase~~time by the ~~annual~~selling ~~interest~~stockholders ~~rate~~named ontherein, ~~the~~which ~~Promissory~~shares ~~Note~~were ~~from~~acquired ~~zero~~by tosuch ~~12%~~selling ~~beginning~~stockholders ~~August~~in ~~15,~~the ~~2025~~private ~~and~~placement tooffering ~~18%~~that ~~beginning~~closed ~~December~~on 15November 28, 2025 (see Note 15).

2831

ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Cautionary Statement Relevant to Forward-Looking Information

For the Purpose Of “Safe Harbor” Provisions Of The

Private Securities Litigation Reform Act of 1995

This Form 10-Q, and the documents incorporated herein by reference, contain “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995 ("PSLRA"). 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. All such statements we make are forward-looking statements made under the safe harbor of the PSLRA, except to the extent such statements relate to the operations of a partnership or limited liability company. 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” and “Risk Factors” sections of Barnwell’s ~~2024~~2025 Annual Report ~~and Barnwell’s Quarterly Reports on Form 10-Q for the quarters ending March 31, 2025, and December 31, 2024~~. Investors should not place undue reliance on these forward-looking statements, as they speak only as of the date of filing of this Form 10-Q, and Barnwell expressly disclaims any obligation or undertaking to publicly release any updates or revisions to any forward-looking statements contained herein.

Critical Accounting Policies and Estimates

Management has determined that our most critical accounting policies and estimates are those related to the full-cost ceiling calculation and depletion of our oil and natural gas properties and the calculation of our income taxes, all of which are discussed in our ~~2024~~2025 Annual Report. There have been no significant changes to these critical accounting policies and estimates during the three ~~and nine~~ months ended ~~June~~December 3031, 2025. We continue to monitor our accounting policies to ensure proper application of current rules and regulations.

Current Outlook

Going Concern

A sufficient level of oil and natural gas operating cash flows are necessary to fund discretionary oil and natural gas capital expenditures which must be economically successful to provide sufficient returns to grow reserves and production or at a minimum replace declining production from aging wells. Such a level of oil and natural gas capital expenditures will require funding from external debt and/or equity sources that are not currently in place, but those sources may not be feasible or sufficient. In addition, we will need sufficient cash flows to fund our non-discretionary outflows such as oil and natural gas asset retirement obligations, ongoing oil and natural gas operating expenses and general and administrative expenses, both those related to our oil and natural gas operations and those related to our being a public company such as costs incurred related to the shareholder consent solicitation and proxy contest.

Impact of Recently Issued Accounting Standards on Future Filings

In November 2023, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2023-07 “Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures,” which expands reportable segment disclosure requirements on an annual and interim basis, primarily through enhanced disclosures about significant segment expenses. This ASU is effective for annual reporting periods beginning after December 15, 2023 (our fiscal 2025) and interim periods within fiscal years beginning after December 15, 2024 (our fiscal 2026), with early adoption permitted. The Company is currently evaluating the impact of this standard on Barnwell’s consolidated financial statements but does not expect that the adoption of this update will have a material impact on Barnwell's consolidated financial statements.

In December 2023, the FASB issued ASU No. 2023-09 “Income Taxes (Topic 740): Improvements to Income Tax Disclosures,” which requires disclosure of incremental income tax information within the tax rate reconciliation and expanded disclosures of income taxes paid both in the U.S. and foreign jurisdiction, among other disclosure requirements. This ASU is effective for annual

reporting periods beginning after December 15, 2024, with early adoption permitted. The Company is currently evaluating the impact of this standard on Barnwell’s consolidated financial statements.

In November 2024, the FASB issued ASU No. 2024-03 “Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses,” which requires public companies to disclose specified information about certain costs and expenses in the notes to the financial statements at interim and annual reporting periods. This ASU is effective for annual reporting periods beginning after December 15, 2026 and interim reporting periods within annual reporting periods beginning after December 15, 2027, with early adoption permitted. The Company is currently evaluating the impact of this standard on Barnwell’s consolidated financial statements.

Overview

As disclosed in Note 3 “Discontinued Operations” to the Condensed Consolidated Financial Statements (unaudited) included in this report, on March 14, 2025, the Company entered into and completed the sale of its wholly-owned subsidiary, Water Resources. Water Resources drilled water wells and installed and repaired water pumping systems in Hawaii and represented our contract drilling segment. As a result of the sale, the Company has classified the related assets and liabilities and the results of its contract drilling business as discontinued operations in the condensed consolidated financial statements for all periods presented.

Accordingly, Barnwell’s continuing operations is engaged in the following lines of business: 1) acquiring, developing, producing and selling oil and natural gas in Canada ~~and the U.S.~~ (oil and natural gas segment) and 2) leasehold land interests in Hawaii (land investment segment).

Oil and Natural Gas Segment

Barnwell is involved in the acquisition and development of oil and natural gas properties in Canada where we initiate and participate in acquisition and developmental operations for oil and natural gas on properties in which we have an interest, and evaluate proposals by third parties with regard to participation in exploratory and developmental operations elsewhere. Additionally, through its wholly-owned subsidiaries, Barnwell was, until August 8, 2025, involved in several non-operated oil and natural gas investments in Oklahoma and Texas.

Land Investment Segment

Through Barnwell’s 77.6% interest in Kaupulehu Developments, 75.0% interest in KD Kona, and 34.45% non-controlling interest in KKM Makai, the Company’s land investment interests include the following:

•The right to receive percentage of sales payments from KD I resulting from the sale of single-family residential lots by KD I, within Increment I of the Kaupulehu Lot 4A area located in the North Kona District of the island of Hawaii. However, in the quarter ended March 31, 2024, the last two remaining single-family lots of the 80 lots developed within Increment I were sold and there are no more lots available for sale in Increment I. Kaupulehu Developments was entitled to receive payments from KD I based on 10% of the gross receipts from KD I’s sales at Increment I.

31•The right to receive 15% of the distributions of KD II, the cost of which is to be solely borne by KDK out of its 55% ownership interest in KD II, plus a priority payout of 10% of KDK's cumulative net profits derived from Increment II sales subsequent to Phase 2A, up to a maximum of $3,000,000. Such interests are limited to distributions or net profits interests and Barnwell does not have any partnership interest in KD II or KDK through its interest in Kaupulehu Developments. Barnwell also has rights to three single-family residential lots in Phase 2A of Increment II, and four single-family residential lots in phases subsequent to Phase 2A when such lots are developed by KD II, all at no cost to Barnwell. Barnwell is committed to commence construction of improvements within 90 days of the transfer of the four lots in the phases subsequent to Phase 2A as a condition of the transfer of such lots. Also, in addition to Barnwell's existing obligations to pay professional fees to certain parties based on percentages of its gross receipts, Kaupulehu Developments is also obligated to pay an amount equal to 0.72% and 0.20%% of the cumulative net profits of KD II to KD Development, LLC and a pool of various individuals,

•The right to receive 15% of the distributions of KD II, the cost of which is to be solely borne by KDK out of its 55% ownership interest in KD II, plus a priority payout of 10% of KDK's cumulative net profits derived from Increment II sales subsequent to Phase 2A, up to a maximum of $3,000,000. Such interests are limited to distributions or net profits interests and Barnwell does not have any partnership interest in KD II or KDK through its interest in Kaupulehu Developments. Barnwell also has rights to three single-family residential lots in Phase 2A of Increment II, and four single-family residential lots in phases subsequent to Phase 2A when such lots are developed by KD II, all at no cost to Barnwell. Barnwell is committed to commence construction of improvements within 90 days of the transfer of the four lots in the phases subsequent to Phase 2A as a condition of the transfer of such lots. Also, in addition to Barnwell's existing obligations to pay professional fees to certain parties based on percentages of its gross receipts, Kaupulehu Developments is also obligated to pay an amount equal to 0.72% and 0.20% of the cumulative net profits of KD II to KD Development, LLC and a pool of various individuals, respectively, all of whom are partners of KKM and are unrelated to Barnwell. The remaining acreage within Increment II is not yet under development, and there is no assurance that development of such acreage will in fact occur. No definitive development plans have been made by KD II, the developer of Increment II, as of the date of this report.33

~~•An indirect 19.6% non-controlling ownership interest in KD Kukio Resorts~~respectively, ~~LLLP,~~all KDof ~~Maniniowali,~~whom ~~LLLP~~are ~~and~~partners KDof IKKM and anare ~~indirect~~unrelated 10to Barnwell.8% ~~non-controlling~~The ~~ownership~~remaining ~~interest~~acreage inwithin KDIncrement II ~~through~~is ~~KDK.~~not ~~These~~yet ~~entities,~~under ~~collectively referred to hereinafter as the “Kukio Resort Land Development Partnerships,” own certain real estate and~~ development ~~rights interests in the Kukio~~, ~~Maniniowali~~ and ~~Kaupulehu~~there ~~portions~~is ofno ~~Kukio~~assurance ~~Resort,~~that adevelopment ~~private residential community on the Kona coast~~ of ~~the~~such ~~island~~acreage ofwill ~~Hawaii,~~in asfact ~~well as Kukio Resort’s real estate sales office operations~~occur. ~~KDK~~No ~~was~~definitive ~~the~~development ~~developer~~plans ofhave ~~Kaupulehu~~been ~~Lot~~made 4Aby ~~Increments~~KD ~~I and~~ II., ~~The partnerships derive income from~~ the ~~sale~~developer of ~~residential parcels in~~ Increment III, ~~which is now completely sold,~~ as ~~well~~of ~~as from commissions on real estate resales by~~ the ~~real~~date ~~estate sales office and revenues resulting from the sale~~ of ~~private~~this ~~club memberships, a few of which remain available for sale~~report.

~~The~~•An ~~Kukio~~indirect ~~Resort~~19.60% ~~Land~~non-controlling ~~Development~~ownership ~~Partnerships~~interest ~~have~~in ~~remaining~~KD ~~Increment~~Kukio ~~I obligations to complete project amenities~~Resorts, ~~infrastructure~~LLLP, ~~beautification~~KD Maniniowali, LLLP and ~~restoration~~KD ofI ~~certain areas~~ and ~~therefore~~an ~~has~~indirect ~~yet~~10.80% tonon-controlling ~~fully~~ownership ~~recognize~~interest ~~its~~in ~~deferred~~KD ~~profit~~II onthrough ~~the Increment I project as a whole~~KDK. ~~The~~These ~~Increment~~entities, Icollectively ~~deferred~~referred ~~profit~~to athereinafter ~~June 30,~~as ~~2025 for~~ the “Kukio Resort Land Development Partnerships ~~as a whole was approximately $4~~,~~000,000;~~” ~~the~~own ~~recognition~~certain ofreal ~~which~~estate isand ~~dependent~~development ~~upon~~rights ~~the~~interests ~~completion~~in of the ~~Increment I obligations. The~~ Kukio, ~~Resort~~Maniniowali ~~Land~~and ~~Development~~Kaupulehu ~~Partnerships~~portions ~~have accrued estimated costs~~ of ~~these obligations of approximately $2,600,000. The~~ Kukio Resort, ~~Land~~a ~~Development~~private ~~Partnerships~~residential ~~currently~~community ~~appears~~on ~~to have~~ the ~~ability~~Kona tocoast ~~fund~~of ~~those obligations but there are no assurances that it can ultimately do so in~~ the ~~future~~island ifof ~~unforeseen~~Hawaii, ~~events~~as ~~occur.~~well ~~The~~as Kukio Resort’s ~~Land~~real ~~Development~~estate ~~Partnerships will recognize the Increment I deferred revenue and costs of~~ sales onoffice aoperations. ~~percentage~~KDK ~~completion~~was ~~basis as~~ the ~~cash~~developer ~~outlays~~of toKaupulehu ~~complete~~Lot ~~the~~4A ~~remaining~~Increments ~~project~~I ~~obligations~~and ~~are made~~II. The ~~Kukio~~partnerships ~~Resort~~derive ~~Land~~income ~~Development~~from ~~Partnerships’~~the ~~deferred~~sale ~~profit~~of ~~and~~residential ~~accrued~~parcels ~~costs~~in toIncrement ~~complete~~I, ~~are~~which ~~not~~is ~~reflected~~now incompletely ~~Barnwell’s~~sold, ~~Condensed~~as ~~Consolidated~~well ~~Balance Sheets~~ as wefrom ~~account~~commissions ~~for~~on ~~our~~real ~~investment~~estate inresales ~~the~~by ~~Kukio Resort Land Development Partnerships under~~ the ~~equity~~real ~~method~~estate ~~of accounting. No percentage of~~ sales ~~payments~~office ~~will be earned by Barnwell on any future recognition of Increment I deferred profit as such payments were already fully earned~~ and ~~received~~revenues ~~based~~resulting onfrom ~~cash received by~~ the ~~Kukio~~sale ~~Resort~~of ~~Land~~private ~~Development~~club ~~Partnerships~~memberships, asa ~~the~~few ~~Increment~~of Iwhich ~~lots~~remain ~~were~~available ~~sold.~~for sale.

32The Kukio Resort Land Development Partnerships have remaining Increment I obligations to complete project amenities, infrastructure, beautification, and restoration of certain areas and therefore has yet to fully recognize its deferred profit on the Increment I project as a whole. The Increment I deferred profit at December 31, 2025 for the Kukio Resort Land Development Partnerships as a whole was approximately $4,000,000; the recognition of which is dependent upon the completion of the Increment I obligations. The Kukio Resort Land Development Partnerships have accrued estimated costs of these obligations of approximately $2,600,000. The Kukio Resort Land Development Partnerships currently appears to have the ability to fund those obligations but there are no assurances that it can ultimately do so in the future if unforeseen events occur. The Kukio Resort Land Development Partnerships will recognize the Increment I deferred revenue and costs of sales on a percentage completion basis as the cash outlays to complete the remaining project obligations are made. The Kukio Resort Land Development Partnerships’ deferred profit and accrued costs to complete are not reflected in Barnwell’s Condensed Consolidated Balance Sheets as we account for our investment in the Kukio Resort Land Development Partnerships under the equity method of accounting. No percentage of sales payments will be earned by Barnwell on any future recognition of Increment I deferred profit as such payments were already fully earned and received based on cash received by the Kukio Resort Land Development Partnerships as the Increment I lots were sold.

•Approximately 1,000 acres of vacant leasehold land zoned conservation in the Kaupulehu Lot 4C area, which currently has no development potential without both a development agreement with the lessor and zoning reclassification. The lease ~~terminates~~expired by its terms in December 2025.

•Contracts to Sell Interests in Increment II

◦In November 2025, Kaupulehu Developments entered into an agreement with Mr. David Johnston, the son of Mr. Terry Johnston, a partner in Kaupulehu Developments, to surrender any and all remaining rights of Kaupulehu Developments for Increment II for the total consideration of $2,000,000. The purchaser paid an initial $70,000 which was recognized as revenue during the three months ended December 31, 2025. Additionally, the purchaser has the right to extend the closing by up to two years by making a $70,000 payment in each of the next two years, with those payments applied against the $2,000,000 purchase price. The transaction iremains subject to the purchaser's election to proceed and

other closing conditions. Because the agreement is subject to substantive contingencies and closing conditions that has not been satisfied, the criteria for revenue recognition under ASC 606 have not been met. Accordingly, no additional revenue has been recognized in the financial statements.

◦Also in November 2025, pursuant to a unit purchase agreement, KDK agreed to sell KDK’s interests in Increment II to Mr. David Johnston for $2,109,000. The unit purchase agreement is subject to due diligence, and there is no certainty that the transaction will close. Furthermore, there is also no assurance on the timing or amounts that the general partner of KDK would distribute upon a closing. Again, there are substantive contingencies and closing conditions that have not been satisfied, and in turn no revenue has been recognized in the financial statements.

Results of Operations

Summary of Results From Continuing Operations

The net loss from continuing operations attributable to Barnwell for the three months ended ~~June~~December 3031, 2025 totaled $1,~~550~~426,000, a $~~532~~172,000 increase from a net loss from continuing operations attributable to Barnwell of $1,~~018~~598,000 for the three months ended ~~June~~December 3031, 2024. The following factors affected the results of operations for the three months ended ~~June~~December 3031, 2025 as compared to the prior year period:

•General and administrative expenses increased $~~565~~453,000 due to $~~657~~257,000 inhigher ~~new~~personnel ~~fees and~~ costs ~~incurred,~~for ~~net~~new ofstaff ~~$348,000~~hired ofin ~~estimated~~Canada ~~accrued~~during ~~insurance~~the ~~recoveries~~transition ~~receivable,~~period ~~related~~in toadvance aof ~~shareholder~~closing ~~consent~~of ~~solicitation,~~the ~~various~~Hawaii ~~legal~~office ~~actions~~on ~~between~~January ~~Ned~~31, L.2026, ~~Sherwood~~$101,000 ~~(“Sherwood”)~~higher ~~and~~non-cash ~~certain~~cost ofshares ~~his~~issued ~~affiliates~~to ~~(collectively,~~ the ~~“Sherwood~~new ~~Group”)~~Chief ~~and~~Financial ~~the~~Officer ~~Company~~ and ~~certain~~$116,000 ofhigher ~~its~~professional ~~directors,~~service ~~and~~fees amainly ~~proxy~~due ~~contest~~to in the ~~current~~previously ~~year~~discussed ~~period~~proxy ascontest, ~~compared~~consent tosolicitation ~~the~~and ~~same~~various ~~period~~legal ~~in the prior year~~actions;

•APartially $299,000 decrease in oil and natural gas segment operating results, before income taxes, primarily attributable to a $1,299,000 decrease in oil and natural gas revenues in the current year period as compared to the same period in the prior year, partially offset by a $399,000 decrease in the ceiling test impairment which was $599,000 in the prior year period compared to a ceiling test impairment of $200,000 in the current year period, and a $449,000 decrease in oil and natural gas depletion in the current year period as compared to the same period in the prior year. The decrease in depletion was due to a decrease in the depletion rate largely due to ceiling test impairments incurred in the prior year period; and:

•A $~~280~~84,000 increase in ~~positive~~oil ~~impacts~~and ~~due~~natural gas segment operating results primarily attributable to adecreases of $~~219~~613,000 ~~foreign~~in ~~currency~~the ~~gain~~ceiling ~~recorded~~test impairment, $425,000 in the ~~current~~expenses, ~~period~~and as$313,000 ~~compared~~in tooil and natural gas depletion, partially offset by a $611,267,000 ~~loss~~decrease ~~recorded~~ in ~~the~~oil ~~prior~~and ~~year~~natural ~~period~~gas ~~due~~revenues. toThe ~~the~~decrease ~~effects~~in ofoil ~~foreign~~and ~~currency~~natural ~~exchange~~gas ~~rate~~revenues, ~~changes~~expenses onand ~~intercompany~~depletion ~~loans~~was ~~and~~primarily ~~advances~~due asto a ~~result~~decrease ofin ~~changes~~net inproduction resulting from the August 8, 2025 sale of U.S. ~~dollar~~oil ~~against~~and natural gas assets, and the ~~Canadian~~August ~~dollar~~28, 2025 sale of Barnwell's interest in certain oil and natural gas properties in Canada. Lower realized oil price also reduced revenue;

~~The~~•A ~~net loss from continuing operations attributable to Barnwell for the nine months ended June 30, 2025 totaled~~ $470,~~686,~~000, ~~a $2,012,000~~ increase ~~from~~in aland ~~net~~investment ~~loss~~segment ~~from~~operating ~~continuing~~results ~~operations~~as ~~attributable~~a toresult ~~Barnwell~~ of ~~$2,674,000~~partial ~~for~~proceeds ~~the~~received ~~nine~~from ~~months ended June 30, 2024. The following factors affected~~ the ~~results~~sale of ~~operations for~~ the ~~nine~~Increment ~~months~~II; ~~ended June 30, 2025 as compared to the prior year period:~~and

•~~General~~A ~~and~~$398,000 ~~administrative~~increase ~~expenses~~in ~~increased~~positive ~~$1,314,000~~impacts due to a $147,~~599,~~000 inforeign ~~new~~currency ~~fees~~gain ~~and~~recorded ~~costs~~in ~~incurred,~~the ~~net~~current ofperiod ~~$348,000~~as ofcompared ~~estimated accrued insurance recoveries, related~~ to a ~~shareholder consent solicitation~~$351,000 ~~various~~loss ~~legal~~recorded ~~actions~~in ~~between~~ the ~~Sherwood~~prior ~~Group~~year ~~and~~period ~~the~~due ~~Company~~to ~~and~~the ~~certain~~effects of ~~its~~foreign ~~directors,~~currency ~~and~~exchange arate ~~proxy~~changes ~~contest~~on inintercompany ~~the~~loans ~~current~~and ~~year~~advances ~~period~~ as ~~compared~~a toresult of changes in the ~~same~~U.S. ~~period~~dollar inagainst the ~~prior~~Canadian ~~year;~~dollar.

~~•Equity in income from affiliates decreased $1,071,000 and land investment segment operating results, before non-controlling interests’ share of such profits, decreased $500,000 due to the~~ 35

Kukio Resort Land Development Partnerships' sale of two lots in the prior year period, whereas there was no lots sold in the current year period; and

•A $1,411,000 decrease in the ceiling test impairment which was $2,276,000 in the prior year period compared to a ceiling test impairment of $865,000 in the current year period, and a $1,592,000 decrease in oil and natural gas depletion in the current year period as compared to the same period in the prior year partially offset by a decrease in oil and natural gas segment revenues due primarily to decreases in oil and natural gas prices and production.

General

Barnwell conducts operations in the U.S. and Canada. Consequently, Barnwell is subject to foreign currency translation and transaction gains and losses due to fluctuations of the exchange rates between the Canadian dollar and the U.S. dollar. Barnwell cannot accurately predict future fluctuations of the exchange rates and the impact of such fluctuations may be material from period to period. To date, we have not entered into foreign currency hedging transactions. Foreign currency gains or losses on intercompany loans and advances that are not considered long-term investments in nature because management intends to settle these intercompany balances in the future are included in our condensed consolidated statements of operations.

The average exchange rate of the Canadian dollar to the U.S. dollar ~~decreased~~was 1%flat ~~and 3%~~ in the three ~~and nine~~ months ended ~~June~~December 3031, 2025, ~~respectively,~~ as compared to the same ~~periods~~period in the prior year. The exchange rate of the Canadian dollar to the U.S. dollar ~~decreased~~increased 1% at ~~June~~December 3031, 2025, as compared to September 30, ~~2024~~2025. Accordingly, the assets, liabilities, stockholders’ equity, ~~and~~ revenues and expenses of Barnwell’s subsidiaries operating in Canada have been adjusted to reflect the change in the exchange rates. Other comprehensive income and losses are not included in net earnings and net loss. Other comprehensive loss due to foreign currency translation adjustments, net of taxes, for the three months ended ~~June~~December 3031, 2025 was $3727,000, a $49120,000 change from other comprehensive income due to foreign currency translation adjustments, net of taxes, of $1293,000 for the same period in the prior year. Other comprehensive income due to foreign currency translation adjustments, net of taxes, for the nine months ended June 30, 2025 was $53,000, a $33,000 change from other comprehensive income due to foreign currency translation adjustments, net of taxes, of $20,000 for the same period in the prior year. There were no taxes on other comprehensive income (loss) due to foreign currency translation adjustments in the three ~~and nine~~ months ended ~~June~~December 3031, 2025 and 2024 due to a full valuation allowance on the related deferred tax asset.

Oil and Natural Gas

The following tables set forth Barnwell’s average prices per unit of production and net production volumes. Production amounts reported are net of royalties.

	Average Price Per Unit
	Three months ended				Increase
	June 30,				(Decrease)
	December 31,				(Decrease)
	2025		2024		$		%
Natural Gas (Mcf)*	$	1.3979	$	1.0009	$	0.3970	3964	%
Oil (Bbls)**	$	5552.7849	$	7065.6453	$	(1413.8604)	(2120	%)
Natural gas liquids (Bbls)**	$	25.9358	$	2926.8198	$	(31.8840)	(135	%)


	Net Production
	Three months ended		Increase
	December 31,		(Decrease)
	2025	2024	Units	%
Natural Gas (Mcf)*	250,000	298,000	(48,000)	(16	%)
Oil (Bbls)**	35,000	48,000	(13,000)	(27	%)
Natural gas liquids (Bbls)**	10,000	15,000	(5,000)	(33	%)

	Average Price Per Unit
	Nine months ended				Increase
	June 30,				(Decrease)
	2025		2024		$		%
Natural Gas (Mcf)*	$	1.42	$	1.58	$	(0.16)	(10	%)
Oil (Bbls)**	$	60.99	$	66.16	$	(5.17)	(8	%)
Natural gas liquids (Bbls)**	$	28.44	$	29.67	$	(1.23)	(4	%)

	Net Production
	Three months ended		Increase
	June 30,		(Decrease)
	2025	2024	Units	%
Natural Gas (Mcf)*	290,000	348,000	(58,000)	(17	%)
Oil (Bbls)**	42,000	50,000	(8,000)	(16	%)
Natural gas liquids (Bbls)**	14,000	16,000	(2,000)	(13	%)

	Net Production
	Nine months ended		Increase
	June 30,		(Decrease)
	2025	2024	Units	%
Natural Gas (Mcf)*	841,000	1,061,000	(220,000)	(21	%)
Oil (Bbls)**	133,000	158,000	(25,000)	(16	%)
Natural gas liquids (Bbls)**	43,000	50,000	(7,000)	(14	%)

_______________________________________

* Mcf = 1,000 cubic feet. Natural gas price per unit is net of pipeline charges.

** Bbl = stock tank barrel equivalent to 42 U.S. gallons

The oil and natural gas segment generated a $27,000 operating profit before general and administrative expenses in the three months ended June 30, 2025, a decrease in operating results of $299,000 as compared to the $326,000 operating profit before general and administrative expenses generated during the same period of the prior year due to a decrease in operating results primarily from decreased revenues, partially offset by a decrease of $399,000 in the ceiling test impairment and a $449,000 decrease in oil and natural gas depletion in the current year period. 36

The oil and natural gas segment generated a $~~663~~32,000 operating ~~profit~~loss before general and administrative expenses in the ~~nine~~three months ended ~~June~~December 3031, 2025, an increase in operating results of $~~661~~84,000 as compared to the $2116,000 operating ~~profit~~loss before general and administrative expenses generated during the same period of the prior year ~~primarily~~ due to a decrease in operating results primarily from decreased revenues, partially offset by a decrease of $1613,~~411,~~000 in the ceiling test impairment and a $1313,~~592,~~000 decrease in oil and natural gas depletion in the current year period~~, partially offset by a decrease in operating results primarily from decreased revenues~~.

The following table sets forth Barnwell’s oil and natural gas segment operating profit before general and administrative expenses by geographic location:

	Three months endedJune 30,				Nine months endedJune 30,
	Three months endedDecember 31,
	2025		2024		~~2025~~		~~2024~~
Operating profit (loss)(before general and administrative expenses)
Canada (1)	$	108,000	$	292,000	$	1,163,000	$	(683,000)
Canada	$	(32,000)	$	402,000
United States (2)	(81,000)		34,000		(500,000)		685,000
United States (1)	—		(518,000)
Total operating profit	$	27(32,000)	$	~~326~~(116,000)	$	~~663,000~~	$	~~2,000~~

________________________

(1) The operating ~~profit (~~loss) for ~~Canada~~the United States for the three ~~and nine~~ months ended ~~June~~December 3031, 2024 includes non-cash ceiling test impairments of $~~487~~613,000 ~~and $2,164,000, respectively~~.

~~(2) The~~Oil ~~operating~~and ~~loss~~natural ~~for~~gas ~~the~~revenues ~~United~~decreased ~~States~~$1,267,000 (33%) for the three ~~and nine~~ months ended ~~June 30~~December 31, 2025, ~~includes~~as ~~non-cash~~compared ~~ceiling~~to ~~test~~the ~~impairments~~same ofperiod ~~$200~~in the prior year,~~000~~ ~~and~~primarily ~~$865~~due to decreases in natural gas,~~000~~ oil, ~~respectively~~and natural gas liquids production in the current year periods as compared to the same periods in the prior year. The ~~operating~~decreases ~~profit~~in ~~for~~production are primarily the ~~United~~result ~~States~~of ~~for~~the sale of the ~~three~~U.S. oil and ~~nine~~natural ~~months~~gas ~~ended~~assets, ~~June~~the ~~30,~~sale ~~2024~~of ~~includes~~Barnwell's ainterest ~~non-cash~~in ~~ceiling~~certain ~~test~~oil ~~impairment~~and ofnatural ~~$112~~gas properties in Canada,~~000~~ and natural declines in production from wells in the Company's Twining area as the wells age. Revenues also decreased due to a decrease in oil prices.

~~Oil~~In February 2025, the Company amended certain of its Canadian purchase and sales contracts to change the sales price on 1,055 gross Mcf per day of the Canadian natural gas ~~revenues~~it ~~decreased~~sold $during the period from April 1,~~299~~ 2025 to October 31,~~000~~ ~~(29%)~~2025 ~~and~~to a fixed index price before differentials of $31.95 Canadian dollars per Mcf,~~133,000~~ ~~(23~~with remaining volumes continuing to be sold at spot prices. This per day volume of natural gas under this fixed index price contract was equivalent to approximately 39%) of Canadian natural gas gross production per day for the three ~~and nine~~ months ended ~~June 30~~December 31, 2025. Additionally, ~~respectively~~in September 2025, asthe ~~compared~~Company toamended the ~~same~~sales ~~periods~~price inon 1,583 gross Mcf per day of the ~~prior~~Canadian ~~year~~natural gas it will sell during the period from November 1, ~~primarily~~2025 ~~due~~to March 31, 2026 to ~~decreases~~a infixed index price before differentials of $3.03 Canadian dollars per Mcf, with remaining volumes continuing to be sold at spot prices. This per day volume of natural gas under this fixed index price contract that will affect the period from November 1, ~~oil~~2025 to March 31, ~~and~~2026, is equivalent to approximately 58% of Canadian natural gas ~~liquids~~gross production inper day for the ~~current~~three ~~year~~months ~~periods~~ended December 31, 2025. These natural gas contracts were eligible for and elected as ~~compared~~normal topurchase ~~the~~and ~~same~~normal ~~periods~~sales inexception ~~the~~contracts ~~prior~~and ~~year.~~were ~~The~~thus ~~decreases~~excluded infrom ~~production~~derivative ~~are~~accounting. ~~primarily~~In November 2025, the ~~result~~Company amended certain of ~~natural~~its ~~declines~~Canadian inpurchase ~~production~~and ~~from~~sales ~~wells~~contracts into change the ~~Company's~~sales ~~Twining~~price ~~area~~on as1,055 gross Mcf per day of the ~~wells~~Canadian ~~age~~natural gas that it sold during the period from April 1, ~~and~~2026 to October 31, 2026 to a ~~lesser~~fixed ~~extent~~index ~~due~~price before differentials of $2.94 Canadian dollars per Mcf, with remaining volumes continuing to ~~properties~~be sold inat spot prices. This per day volume of natural gas under this fixed index price contract that will affect the ~~prior~~period ~~year.~~from ~~Revenues~~April ~~also~~1, ~~decreased~~2026 ~~due~~to October 31, 2026, is equivalent to aapproximately ~~decrease~~39% inof ~~oil~~Canadian ~~prices.~~natural gas gross production per day

In February 2025, the Company amended the sales price on 1,055 gross Mcf per day of the Canadian natural gas it will sell during the period from April 1, 2025 to October 31, 2025 to a fixed index price before differentials of $1.95 Canadian dollars per Mcf, with remaining volumes continuing to be sold at spot prices. This per day volume of natural gas under this fixed index price contract was equivalent to approximately 39% of Canadian natural gas gross production per day for the nine months ended June 30, 2025. These natural gas contracts were eligible for and elected as normal purchase and normal sales exception contracts and were thus excluded from derivative accounting.

In June 2025, the Company amended certain of its Canadian purchase and sales contracts to change the sales price on 100 gross barrels per day of the Canadian oil that it will sell during the period from July 1, 2025 to September 30, 2025 to a fixed index price before differentials of $70.71 per net barrel, with remaining volumes continuing to be sold at spot prices. This per day volume of oil under this fixed index price contract that will affect the period from July 1, 2025 to September 30, 2025, is equivalent to approximately 18% of Canadian oil gross production per day for the nine months ended June 30, 2025. Additionally, the Company also amended the sales price on 100 gross barrels per day of the Canadian oil that it will sell during the period from July 1, 2025 to December 31, 2025 to a fixed index price before differentials of $70.35 per net barrel, with remaining volumes continuing to be sold at spot prices. This per day volume of oil under this fixed index price contract that will affect the period from July 1, 2025 to December 31, 2025, is equivalent to approximately 18% of Canadian oil gross production per day for the nine months ended June 30, 2025. These oil contracts were eligible for and elected as normal purchase and normal sales exception contracts and were thus excluded from derivative accounting.

Oil and natural gas operating expenses decreased $152,000 (7%) and $791,000 (11%) for the three and nine months ended June 30, 2025, respectively, as compared to the same periods in the prior year, primarily due to decreases in production in the current year periods, partially offset by an increase in workovers in the current year periods, as compared to the same periods in the prior year.

Oil and natural gas segment depletion decreased $449,000 (35%) and $1,592,000 (39%) for the three and nine months ended June 30, 2025, respectively, as compared to the same periods in the prior year. The decreases were due to decreases in the depletion rate and due to decreases in production in the current year periods as compared to the same periods in the prior year. The depletion rate decreased as a result of a decrease in the depletable base from significant ceiling test impairments between the prior year periods and the current year periods.

On August 8, 2025, Barnwell entered into an agreement with an independent third party to sell all of its working interest in U.S. oil and natural gas assets for a sales price of $2,300,000. The sales price per the agreement was adjusted for customary purchase price adjustments to reflect the economic activity from the effective date of July 1, 2025 to the closing date August 8, 2025. The U.S. oil and natural gas assets were located in the states of Texas and Oklahoma and were owned by wholly-owned subsidiaries of Barnwell. Barnwell will no longer own any oil and natural gas assets in the U.S. as a result of this sale. Operating revenues from these U.S. oil and natural gas properties represented 10% of the total oil and natural gas segment operating revenues for the nine months ended June 30, 2025.

Sale of Interest in Leasehold Land

Kaupulehu Developments was entitled to receive a percentage of the gross receipts from the sales of lots and/or residential units in Increment I by KD I.

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

	Three months endedJune 30,				Nine months endedJune 30,
	2025		2024		2025		2024
Sale of interest in leasehold land:
Revenues - sale of interest in leasehold land	$	—	$	—	$	—	$	500,000
Fees - included in general and administrative expenses	—		—		—		(61,000)
Sale of interest in leasehold land, net of fees paid	$	—	$	—	$	—	$	439,000

No lots were sold during the three months ended June 30, 2025 and 2024. No lots were sold during the nine months ended June 30, 2025. During the nine months ended June 30, 2024, Barnwell received $500,000 in percentage of sales payments from KD I from the sale of the last two single-family lots within Increment I.

There is an Increment II owned by KD II in which the Company has a 10.8% indirect non-controlling ownership interest. There is no assurance with regards to the amounts of future sales from Increment II or that the remaining acreage within Increment II will be developed. No definitive development plans have been made by KD II, the developer of Increment II, as of the date of this report.

for the quarter ended December 31, 2025. These natural gas contracts were eligible for and elected as normal purchase and normal sales exception contracts and were thus excluded from derivative accounting.

In June 2025, the Company amended the sales price on 100 gross barrels per day of the Canadian oil to be sold during the period from July 1, 2025 to December 31, 2025 to a fixed index price before differentials of $70.35 per net barrel, with remaining volumes continuing to be sold at spot prices. This per day volume of oil under this fixed index price contract affected the period from July 1, 2025 to December 31, 2025, is equivalent to approximately 26% of Canadian oil gross production per day for the three months ended December 31, 2025. In January 2026, the Company amended the sales price on 100 gross barrels per day of the Canadian oil to be sold during the period from February 1, 2026 to July 31, 2026 to a fixed index price before differentials of $58.20 per net barrel, with remaining volumes continuing to be sold at spot prices. This per day volume of oil under this fixed index price contract that will affect the period from February 1, 2026 to July 31, 2026, is equivalent to approximately 26% of Canadian oil gross production per day for the quarter ended December 31, 2025. These natural gas contracts were eligible for and elected as normal purchase and normal sales exception contracts and were thus excluded from derivative accounting. These oil contracts were eligible for and elected as normal purchase and normal sales exception contracts and were thus excluded from derivative accounting.

Oil and natural gas operating expenses decreased $425,000 (17%) for the three months ended December 31, 2025, as compared to the same period in the prior year, primarily due to decreases in production in the current year period due to the sale of the U.S. oil and natural gas properties and the sale of Barnwell's interest in certain oil and natural gas properties in Canada.

Oil and natural gas segment depletion decreased $313,000 (35%) for the three months ended December 31, 2025, as compared to the same period in the prior year. The decrease was primarily due to decreases in production in the current year period as compared to the same period in the prior year.

On August 8, 2025, Barnwell entered into an agreement with an independent third party to sell all of its working interest in U.S. oil and natural gas assets for a sales price of $2,300,000. The sales price per the agreement was adjusted for customary purchase price adjustments to reflect the economic activity from the effective date of July 1, 2025 to the closing date August 8, 2025. The U.S. oil and natural gas assets were located in the states of Texas and Oklahoma and were owned by wholly-owned subsidiaries of Barnwell. Barnwell will no longer own any oil and natural gas assets in the U.S. as a result of this sale. Operating revenues from these U.S. oil and natural gas properties represented 9% of the total oil and natural gas segment operating revenues for the three months ended December 31, 2024.

Contracts to Sell Interests in Increment II

General and Administrative Expenses

General and administrative expenses increased $~~565~~453,000 (4339%) for the three months ended ~~June~~December 3031, 2025 as compared to the same period in the prior year. The increase was due to $~~657~~257,000 inhigher personnel costs for the new ~~fees~~staff ~~and~~hired ~~costs~~in ~~incurred,~~Canada ~~net~~during the transition period in advance of closing of the Hawaii office on January 31, 2026, $~~348~~101,000 ofhigher ~~estimated~~non-cash ~~accrued~~cost ~~insurance~~shares ~~recoveries~~issued ~~receivable~~to the new Chief Financial Officer and $116,000 higher professional service fees primarily due to in new fees and costs incurred, for legal services, proxy solicitation, proxy advisory, and public relations costs related to a shareholder consent solicitation, various legal actions between the Sherwood Group and the Company and certain of its directors, and a proxy contest in the current year period as compared to the same period in the prior year. ~~The increase was partially offset by decreases in compensation and other costs in the current year period as compared to the same period in the prior year.~~

~~General~~The ~~and~~aforementioned ~~administrative~~shareholder ~~expenses~~proxy ~~increased $1~~contest,~~314,000~~ ~~(34%)~~consent ~~for~~solicitation ~~the~~and ~~nine~~various ~~months~~legal ~~ended~~actions ~~June 30,~~is ~~2025~~not ascontinuing, ~~compared~~though to the ~~same~~Company ~~period~~incurred in$169,000 ~~the~~of ~~prior~~costs ~~year.~~related ~~The~~thereto ~~increase~~during ~~was~~the ~~due~~quarter. toSince ~~$1,599,000~~inception inof ~~new~~these ~~fees~~matters, ~~and~~the ~~costs~~Company ~~incurred,~~has ~~net~~received of $~~348~~250,000 ofin ~~estimated accrued~~ insurance ~~recoveries~~proceeds ~~receivable,~~towards ~~for~~these ~~legal~~and ~~services,~~other ~~proxy~~costs ~~solicitation,~~incurred ~~proxy~~thereto. In ~~advisory~~addition, ~~and~~the ~~public~~Company ~~relations~~is ~~costs~~expecting ~~related~~ to areceive ~~shareholder~~another ~~consent solicitation~~$150,000 ~~various~~in ~~legal~~insurance ~~actions~~proceeds ~~between~~and ~~the~~has ~~Sherwood~~accrued ~~Group~~a ~~and~~receivable ~~the~~for ~~Company~~this ~~and~~amount. In ~~certain~~this ofregard, ~~its~~the ~~directors,~~insurer ~~and~~has aconfirmed ~~proxy~~that ~~contest~~certain incosts incurred by the ~~current~~Company ~~year~~are ~~period~~eligible asfor ~~compared~~claim tounder the ~~same~~Company's ~~period~~insurance inpolicies. However, the ~~prior~~amount ~~year.~~ultimately ~~The~~recoverable ~~increase~~through ~~was~~insurance ~~partially~~will ~~offset~~depend byupon ~~decreases~~their inreview ~~compensation~~of ~~and~~eligible ~~other~~legal costs inincurred ~~the~~and ~~current year period as compared to~~ the ~~same~~recoverable ~~period~~amount inmay ~~the~~differ ~~prior~~from ~~year~~management's estimate.

While the aforementioned shareholder proxy contest is not continuing as of the date of this report, the Company's annual stockholders meeting has been rescheduled to September 10, 2025 as a result of the Sherwood Group’s repeated refusals to attend the annual meeting despite having solicited proxies in connection with the 2025 Annual Meeting, thus causing the annual meeting to be adjourned numerous times and ultimately rescheduled due to a lack of a quorum. Therefore, related costs will continue to be incurred until the matter is resolved. Accordingly, general and administrative expenses will continue to be affected by this matter beyond June 30, 2025. The Company is unable to estimate the amount of such future costs as the matter is ongoing and such costs will depend upon the future actions to be taken, which are yet to be determined. In addition, the amount of estimated accrued insurance recoveries receivable is management's best estimate of the probable recoverable amount under the insurance policies. While the insurer has confirmed that certain costs incurred by the Company are eligible for claim under the Company's insurance policies, the amount ultimately recoverable through insurance is dependent upon the insurer's completion of their review of eligible legal costs incurred and the recoverable amount may differ from management's estimate.

Depletion, Depreciation, and Amortization

Depletion, depreciation, and amortization decreased $~~450~~312,000 (35%) ~~and $1,593,000 (39%)~~ for the three ~~and nine~~ months ended ~~June~~December 3031, 2025, ~~respectively,~~ as compared to the same ~~periods~~period in the prior year, primarily due to decreases in ~~the depletion rate and decreases in~~ production, as discussed in the “Oil and natural gas” section above.

Impairment of Assets

38During the three months ended December 31, 2025, the Company had no impairments to oil and natural gas properties.

~~value~~During ofthe ~~unproved~~three ~~properties~~months ended December 31, ~~impact~~2024, the ~~determination~~Company ofincurred ~~the~~a ~~maximum~~non-cash ~~carrying~~ceiling ~~value~~test ofimpairment on our U.S. oil and natural gas properties. of $613,000.

During the three and nine months ended June 30, 2025, the Company incurred a non-cash ceiling test impairment for our U.S. oil and natural gas properties of $200,000 and $865,000, respectively.

Foreign Currency (Gain) Loss

During the three ~~and nine~~ months ended ~~June~~December 3031, 2025 and 2024, there was a $~~219~~47,000 foreign currency gain and a $~~122~~351,000 foreign currency loss, respectively, ~~as compared to foreign currency losses of $61,000 and $63,000 during the three and nine months ended June 30, 2024, respectively,~~ due to the effects of foreign exchange rate changes on intercompany loans and advances as a result of changes in the exchange rate between the U.S. dollar against the Canadian dollar. The foreign currency losses or gains from intercompany balances are included in our Condensed Consolidated Statements of Operations as the intercompany balances were not considered long-term in nature because management estimates that these intercompany balances will be settled in the future.

Equity in Income of Affiliates

Equity in income of affiliates was nil for the three and nine months ended June 30, 2025, as compared to equity in income of affiliates of nil and $1,071,000 for the three and nine months ended June 30, 2024, respectively. The decrease in partnership income is primarily due to the Kukio Resort Land Development Partnerships' sale of the last two lots in Increment I in the prior year period, whereas there were no lots sold in the current year period.

No cash distributions were received during the three months ended June 30, 2025 and 2024. No cash distributions were received during the nine months ended June 30, 2025. During the nine months ended June 30, 2024, Barnwell received cash distributions of $1,071,000 (resulting in a net amount of

~~$953,000,~~U.S. ~~after~~dollar ~~distributing~~against ~~$118,000~~the toCanadian ~~non-controlling~~dollar. ~~interests)~~The foreign currency losses or gains from intercompany balances are included in our Condensed Consolidated Statements of Operations as the ~~Kukio~~intercompany ~~Resort~~balances ~~Land~~were ~~Development~~not ~~Partnerships~~considered long-term in nature because management estimates that these intercompany balances will be settled in the future.

InEquity ~~the quarter ended June 30, 2021, the Company received cumulative distributions from the Kukio Resort Land Development Partnerships~~ in ~~excess~~Income of our investment balance and in accordance with applicable accounting guidance, the Company suspended its equity method earnings recognition and the Kukio Resort Land Development Partnerships investment balance was reduced to zero with the distributions received in excess of our investment balance recorded as equity in income of affiliates because the distributions are not refundable by agreement or by law and the Company is not liable for the obligations of or otherwise committed to provide financial support to the Kukio Resort Land Development Partnerships. The Company will record future equity method earnings only after our share of the Kukio Resort Land Development Partnerships’ cumulative earnings in excess of distributions during the suspended period exceeds our share of the Kukio Resort Land Development Partnerships’ income recognized for the excess distributions, and during this suspended period any distributions received will be recorded as equity in income of affiliates. Accordingly, no equity in income of affiliates was recognized in the nine months ended June 30, 2025. Affiliates

~~Cumulative~~Equity ~~distributions~~in ~~received~~income ~~from~~of affiliates was nil for the ~~Kukio~~three ~~Resort~~months ~~Land~~ended ~~Development~~December 31, ~~Partnerships~~2025 inand ~~excess~~2024 ofas ~~our~~there ~~investment~~were ~~balance~~no ~~was~~lots ~~$149,000~~sold atin ~~June 30,~~the ~~2025~~current ~~and~~year ~~$373,000~~or atprior ~~September 30,~~year ~~2024~~periods.

No cash distributions were received during the three months ended December 31, 2025 and 2024.

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.

Income Taxes

Barnwell’s effective consolidated income tax rate from continuing operations, after adjusting loss from continuing operations before income taxes for non-controlling interests, was 25% ~~and (3)%~~ for the three ~~and nine~~ months ended ~~June~~December 3031, 2025, ~~respectively,~~ as compared to ~~(2)%~~nil ~~and (8)%~~ for the three ~~and nine~~ months ended ~~June~~December 3031, 2024~~, respectively~~.

Net (Loss) Earnings Attributable to Non-controlling Interests

Earnings and losses attributable to non-controlling interests represent the non-controlling interests’ share of revenues and expenses related to the various partnerships and joint ventures in which Barnwell has controlling interests and consolidates.

Net ~~loss~~earnings attributable to non-controlling interests totaled $314,000 ~~and $5,000~~ for the three ~~and nine~~ months ended ~~June~~December 3031, 2025, ~~respectively,~~ as compared to net ~~earnings~~loss attributable to non-controlling interests of $122,000 ~~and $236,000~~ for the same ~~periods~~period in the prior year. The ~~changes~~change of $1516,000 (~~125~~800%) ~~and $241,000 (102%)~~ for the three ~~and nine~~ months, ~~respectively,~~was ~~are~~ primarily due to ~~decreases~~the increase in the amount of equity in income of affiliates and percentage of sales revenues received in the current year periods as compared to the same ~~periods~~period in the prior year.

Net (Loss) Earnings From Discontinued Operations

Net earnings from discontinued operations was nil ~~and $12,000~~ during ~~the~~ three ~~and nine~~ months ended ~~June~~December 3031, 2025, ~~respectively,~~ as compared to net loss from discontinued operations of $~~228~~319,000 ~~and $1,008,000~~ during the three ~~and nine~~ months ended ~~June~~December 3031, 2024~~, respectively~~.

On March 14, 2025, the Company completed the sale of Water Resources, which represented the Company’s contract drilling segment. The financial results of the Company’s contract drilling business has been presented as discontinued operations in the condensed consolidated financial statements for all periods presented. See Note 3 “Discontinued Operations” to the Condensed Consolidated Financial Statements (unaudited) included in this report for further discussion and additional disclosures related to discontinued operations.

Liquidity and Capital Resources

The Company has presented cash flows from discontinued operations in the accompanying Condensed Consolidated Statements of Cash Flows separately after the presentation of cash flows from operating, investing, and financing activities of continuing operations. See Note 3 “Discontinued Operations” to the Condensed Consolidated Financial Statements (unaudited) included in this report for further discussion and additional disclosures related to discontinued operations. The focus of this section, “Liquidity and Capital Resources,” is on the cash flows from continuing operations, which affects future liquidity and capital resources as the Company no longer has any significant continuing involvement with the discontinued operations after the sale.

At ~~June~~December 3031, 2025, Barnwell had a working capital ~~deficit~~surplus of $1,~~321~~826,000. Barnwell’s primary sources of liquidity are cash on hand and cash flow generated by our oil and natural gas operations, as cash flow from our land investment segment, if any, are expected to be intermittent and not significant to our liquidity.

Included in the working capital ~~deficit~~surplus at ~~June~~December 3031, 2025 mentioned above are incurred but unpaid legal and other professional service costs related to the shareholder contest amounting to $~~918~~596,000, or $~~570~~446,000 net of $~~348~~150,000 of estimated accrued insurance recoveries receivable. Future cash inflows will need to be utilized to pay down these incurred but unpaid costs.

Cash Flows From Continuing Operations

Cash flows used in continuing operations totaled $1,~~163~~767,000 for the ~~nine~~three months ended ~~June~~December 3031, 2025, as compared to cash flows ~~provided~~used byin continuing operations of $4552,~~349,~~000 for the same period in the prior year. This $51,~~512~~215,000 decrease in operating cash flows was primarily due to lower operating results for the oil and natural gas segment in the current year period as compared to the same period in the prior year, ~~higher~~as ~~general~~a ~~and~~result ~~administrative~~of ~~expenses in~~ the ~~current~~sale ~~year~~of ~~period due to~~ the ~~shareholder~~U.S. ~~contests,~~oil and agas ~~distribution~~operations ofand ~~income~~higher ~~from~~general ~~the~~and ~~Kukio~~administrative ~~Resort~~expenses ~~Land Development Partnerships~~ in the ~~prior year period as compared to none in the~~ current year period. The change was also due to the effect of changes in current assets and liabilities, which was a decrease in operating cash flows of $50615,000 in the current year period as compared to ana ~~increase~~decrease of $~~710~~881,000 in the prior year period.

Cash flows ~~used~~provided inby ~~investing~~financing activities from continuing operations totaled $2,~~235~~426,000 ~~during~~and nil for the ~~nine~~three months ended ~~June~~December 3031, 2025, asand ~~compared to cash flows used in investing activities from continuing operations of $1~~2024,~~729,000~~ ~~during the same period of the prior year~~respectively. ~~This~~The $~~506~~2,426,000 change in ~~investing~~financing cash flows was due to ~~$520,000 more in cash paid for investments in oil and natural gas properties and $163,000 in cash divested from~~ the ~~sale~~private ofplacement ~~discontinued operations, net~~ of ~~proceeds~~2, ~~in the current year as compared to the same period in the prior year~~221,141 ~~partially~~common ~~offset~~shares byat a $~~250,000~~1.10 ~~dividend~~per ~~received~~share ~~from discontinued operations and $350,000 of payments received on the note receivable related to the sale of discontinued operations~~ in the ~~current~~three ~~year~~months ~~period;~~ended ~~there~~December ~~were no such amounts in the same period of the prior year. In addition~~31, ~~there was $439,000 of proceeds received by the land investment segment in the prior year period, as compared to none in the current year period~~2025.

Cash flows used in financing activities from continuing operations totaled $60,000 for the nine months ended June 30, 2025, as compared to cash flows used in financing activities from continuing operations of $226,000 for the nine months ended June 30, 2024. The $166,000 change in financing cash flows was due to a decrease of $226,000 in distributions to non-controlling interests, partially offset by $60,000 in repayments for insurance premium financing in the current year period as compared to none the same period in the prior year.

Going Concern

Oil and Natural Gas Capital Expenditures

Barnwell’s oil and natural gas capital expenditures, including accrued capital expenditures and excluding acquisitions and additions and revisions to estimated asset retirement obligations, totaled $~~385~~28,000 ~~and $767,000~~ for the three ~~and nine~~ months ended ~~June~~December 3031, 2025, ~~respectively,~~ as compared to $~~751~~2,~~000 and $1~~529,~~806,~~000 for the same ~~periods~~period in the prior year.

Barnwell estimates that investments in oil and natural gas properties for fiscal 2025 will range from $800,000 to $1,000,000. This estimated amount may increase or decrease as dictated by cash flows and management's assessment of the oil and natural gas environment and prospects.

Oil and Natural Gas Property Dispositions

There were no significant oil and natural gas property dispositions during the ~~nine~~three months ended ~~June~~December 3031, 2025. The $282,000 of proceeds from sale of oil and natural gas properties included in the Condensed Consolidated Statement of Cash Flows for the nine months ended June 30, 2025 represents proceeds that were credited to our cash in October 2024 from a sale of properties that closed in late September 2024.

InOn ~~the quarter ended June 30~~August 8, ~~2024~~2025, Barnwell entered into ~~and~~an ~~completed a purchase and sale~~ agreement with an independent third party ~~and~~to ~~sold~~sell all of its ~~interests~~working interest in ~~certain~~U.S. ~~natural~~oil ~~gas~~ and ~~oil~~natural ~~properties~~gas ~~located~~assets infor ~~the~~a ~~Kaybob~~sales ~~area~~price of ~~Alberta~~$2, ~~Canada~~300,000. The sales price per the agreement was adjusted for customary purchase price adjustments to ~~$441,000~~reflect inthe ~~order~~economic ~~to,~~activity ~~among~~from ~~other~~the ~~things~~effective date of July 1, ~~reflect~~2025 anto ~~economic~~the ~~effective~~closing date August 8, 2025. The U.S. oil and natural gas assets were located in the states of ~~May~~Texas 1,and ~~2024~~Oklahoma and were owned by wholly-owned subsidiaries of Barnwell. Barnwell no longer owns any oil and natural gas assets in the U.S. as a result of this sale.

43On August 28, 2025, Barnwell entered into and completed a purchase and sale agreement with an independent third party and sold its interests in certain oil and natural gas properties located in the Medicine River area of Alberta, Canada. The sales price per the agreement was adjusted for customary purchase price adjustments to $288,000 in order to, among other things, reflect an economic closing date of September 30, 2025. The final determination of the customary adjustments to the purchase price has not yet been made; however, it is not expected to result in a material adjustment. The proceeds were credited to the full cost pool, with no gain or loss recognized, as the sale did not result in a significant alteration of the relationship between capitalized costs and proved reserves.

ITEM 4. CONTROLS AND PROCEDURES

Disclosure Controls and Procedures

We have established disclosure controls and procedures to ensure that material information relating ~~to Barnwell, including its consolidated subsidiaries, is made known to the officers who certify Barnwell’s financial reports and to other members of executive management and the Board of Directors.~~

As of June 30, 2025, an evaluation was carried out by Barnwell’s Chief Executive Officer and Chief Financial Officer of the effectiveness of Barnwell’s disclosure controls and procedures. Based on that evaluation, the Chief Executive Officer and Chief Financial Officer have concluded that Barnwell’s disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934) were effective as of June 30, 2025 to ensure that information required to be disclosed by Barnwell in the reports that it files or submits under the Securities Exchange Act of 1934 is recorded, processed, summarized and reported within the time periods specified in the Securities Exchange Act of 1934 and the rules thereunder.42

to Barnwell, including its consolidated subsidiaries, is made known to the officers who certify Barnwell’s financial reports and to other members of executive management and the Board of Directors.

As of December 31, 2025, an evaluation was carried out by Barnwell’s Chief Executive Officer and Chief Financial Officer of the effectiveness of Barnwell’s disclosure controls and procedures. Based on that evaluation, the Chief Executive Officer and Chief Financial Officer have concluded that Barnwell’s disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934) were effective as of December 31, 2025 to ensure that information required to be disclosed by Barnwell in the reports that it files or submits under the Securities Exchange Act of 1934 is recorded, processed, summarized and reported within the time periods specified in the Securities Exchange Act of 1934 and the rules thereunder.

Changes in Internal Control Over Financial Reporting

~~There~~During ~~was~~December no2025 ~~change~~and inJanuary 2026, Barnwell’s ~~internal~~experienced ~~control~~certain ~~over~~personnel ~~financial~~changes ~~reporting~~within ~~during~~its ~~the~~accounting ~~quarter~~function ~~ended~~in ~~June 30~~Canada, ~~2025~~including ~~that~~one ~~materially~~accounting ~~affected,~~team ormember istaking ~~reasonably~~short-term ~~likely~~disability toleave ~~materially~~and ~~affect~~two additional accounting personnel resigning on short notice. These changes occurred concurrently with the previously announced closure of the Honolulu office and the transition of accounting responsibilities to Canada, ~~Barnwell’s~~which ~~internal~~temporarily ~~control~~disrupted ~~over~~certain ~~financial~~normal ~~reporting~~accounting workflows.

44Management promptly implemented mitigation measures, including the engagement of two experienced accounting consultants to augment existing financial staff and complete the closing of the quarter ending December 31, 2025, and to support the continued operation of Barnwell’s accounting and financial reporting processes. These consultants possess appropriate technical expertise and experience to perform their assigned responsibilities and have been integrated into Barnwell’s established control framework.

Management evaluated these events and the related mitigation measures and determined that Barnwell’s internal control over financial reporting remained effective as of December 31, 2025. Other than the personnel changes described above and the engagement of supplemental accounting consultants as part of management’s mitigation efforts, there were no changes in Barnwell’s internal control over financial reporting during the quarter ended December 31, 2025 that materially affected, or are reasonably likely to materially affect, Barnwell’s internal control over financial reporting.

PART II - OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

On March 26, 2025, the Company commenced a lawsuit against Ned L. Sherwood (“Sherwood”) and certain of his affiliates (collectively, 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.

After a trial, on May 21, 2025, the Delaware Chancery Court ruled in favor of the Company and the Board of Directors, and held that the defective Sherwood nomination notice was invalid and the Board properly applied the Bylaws in response to the defective Sherwood nomination notice and found that Mr. Kinzler, Mr. Grossman and Mr. Horowitz did not breach their fiduciary duties. The Sherwood Group chose not to appeal the Court’s decision. Accordingly, the Board will not permit the Sherwood nominees to be presented for election at the 2025 Annual Meeting, and the Company will not recognize or tabulate any proxies or votes in favor of the Sherwood nominees at the 2025 Annual Meeting.

ITEM 1A. RISK FACTORS

In addition to the other information set forth in this Quarterly Report on Form 10-Q, the reader should carefully consider the factors discussed in Part I, “Item 1A. Risk Factors” in the Company’s Annual Report on Form 10-K for the year ended September 30, 2024 and Barnwell’s Quarterly Reports on Form 10-Q for the quarters ending March 31, 2025, and December 31, 2024. There have been no material changes in the Company's risk factors from those disclosed in Part I, Item 1A, of the Company's Annual Report on Form 10-K for the fiscal year ended September 30, 2024, except for those included in Barnwell’s Quarterly Reports on Form 10-Q for the quarters ending March 31, 2025, and December 31, 2024, and the items listed below.

Entity-Wide Risks

Continued actions by an activist shareholder have had, and are expected to continue to have, a significant negative impact on our ability to execute our business strategies and have had, and are expected to continue to have, an adverse affect on our results of operations and financial condition.

In response to various actions of the Sherwood Group, the Board of Directors appointed an Executive Committee comprised of Messrs. Kinzler, Grossman and Horowitz and this Executive Committee retained the services of various professionals, including attorneys, proxy solicitors, proxy advisors, and public relations and financial advisors. We have incurred substantial legal, public relations and other advisory fees and proxy solicitation expenses and we currently expect those costs and expenses to continue. In addition, continuing perceived uncertainties as to our future direction, strategy or leadership created as a consequence may result in the loss of potential business opportunities, harm our ability to attract new or retain existing directors and employees, disrupt relationships with the Company, and the market price of our common stock could also experience periods of increased volatility as a result.

The Company faces issues that could impair our ability to continue as a going concern in the future.

Due to the recent shareholder consent solicitation and the proxy contest costs incurred and anticipated to be incurred and the impacts of recently imposed tariffs which have caused a reduction in oil prices and have had an impact on the U.S. economy as a whole, we now face a greater uncertainty about our future operating cash inflows, which in turn limits our ability to make the required discretionary cash outflows for the capital expenditures necessary to convert our proved undeveloped reserves to proved developed reserves. Furthermore, because of the greater uncertainty about our cash inflows, there is substantial doubt about our ability to fund our non-discretionary cash outflows and thus substantial doubt about our ability to continue as a going concern for one year from the date of the filing of this report.

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

Purchases of Equity Securities by the Issuer and Affiliated Purchasers

OnThe ~~July~~following 3,table ~~2025,~~provides information regarding purchases of Barnwell common stock by the Barnwell Industries, Inc. ~~Employees’~~Employee's Pension Plan Trust ~~filed~~during ~~a Schedule 13D with~~ the ~~Securities~~three ~~and~~months ~~Exchange~~ended ~~Commission~~December 31, ~~reporting beneficial ownership of 520,350 shares of Barnwell common stock representing more than 5% of the Company’s common shares outstanding.~~ 2025:

The following table provides information regarding purchases of Barnwell common stock by the Pension Plan during the three months ended June 30, 2025:


	(a)	(b)	(c)	(d)
Period	Total number of shares purchased (1)	Average price paid per share (1)	Total number of shares purchased as part of publicly announced plans or programs (2)	Maximum number of shares that may yet be purchased under the plans or programs (2)
October 1-31, 2025	10,219	$1.38	—	—
November 1-31, 2025	—	—	—	—
December 1-31, 2025	—	—	—	—
Total	10,219

	(a)	(b)	(c)	(d)
Period	Total number of shares purchased (1)	Average price paid per share (1)	Total number of shares purchased as part of publicly announced plans or programs (2)	Maximum number of shares that may yet be purchased under the plans or programs (2)
April 1 - April 30, 2025	23,201	$1.50	—	—
May 1 - May 31, 2025	6,790	$1.31	—	—
June 1 - June 30, 2025	18,673	$1.24	—	—
Total	48,664

___________________________________

(1) Represents shares of common stock purchased by the Barnwell Pension Plan, an affiliated purchaser, and the transactions were all made in the open market.

(2) The Company does not have a publicly announced plan or program to purchase shares of our common stock. Accordingly, there were no shares purchased as part of a publicly announced plan or program.

In addition, during the three months ended December 31, 2025, the Company issued shares of common stock and warrants in a private placement. The information required by this Item with respect to the private placement was previously reported on the Company’s Current Report on Form 8-K filed with the SEC on November 26, 2025.

ITEM 5. OTHER INFORMATION

During the three months ended ~~June~~December 3031, 2025, no director or officer of the Company adopted or terminated a “Rule 10b5-1 trading arrangement” or “non-Rule 10b5-1 trading arrangement,” as each term is defined in Item 408 of Regulation S-K.

4744

ITEM 6. EXHIBITS

ExhibitNumber						Description
10.1*#						Purchase and Sale Agreement, dated August 8, 2025
31.1*						Certification of Chief Executive Officer Pursuant To Section 302 of the Sarbanes-Oxley Act of 2002
31.2*						Certification of Chief Financial Officer Pursuant To Section 302 of the Sarbanes-Oxley Act of 2002
32**						Certification Pursuant To Section 906 of the Sarbanes-Oxley Act of 2002
101.INS*						Inline XBRL Instance Document
101.SCH*						Inline XBRL Taxonomy Extension Schema Document
101.CAL*						Inline XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF*						Inline XBRL Taxonomy Extension Definition Linkbase Document
101.LAB*						Inline XBRL Taxonomy Extension Label Linkbase Document
101.PRE*						Inline XBRL Taxonomy Extension Presentation Linkbase Document
104						Cover Page Interactive Data File (embedded within the Inline XBRL document)

__________________________________________________

* Filed herewith.

** Furnished herewith.

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

4845

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 thereunto duly authorized.

		BARNWELL INDUSTRIES, INC.
		(Registrant)
Date:	~~August~~February 1323, ~~2025~~2026	/s/ ~~Russell~~Philip MF. ~~Gifford~~Patman Jr.
		Russell M. Gifford
		Philip F. Patman, Jr.
		Executive Vice President,
		Chief Financial Officer, and Treasurer

4946

INDEX TO EXHIBITS

ExhibitNumber						Description
10.1*#						Purchase and Sale Agreement, dated August 8, 2025
31.1*						Certification of Chief Executive Officer Pursuant To Section 302 of the Sarbanes-Oxley Act of 2002
31.2*						Certification of Chief Financial Officer Pursuant To Section 302 of the Sarbanes-Oxley Act of 2002
32**						Certification Pursuant To Section 906 of the Sarbanes-Oxley Act of 2002
101.INS*						Inline XBRL Instance Document
101.SCH*						Inline XBRL Taxonomy Extension Schema Document
101.CAL*						Inline XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF*						Inline XBRL Taxonomy Extension Definition Linkbase Document
101.LAB*						Inline XBRL Taxonomy Extension Label Linkbase Document
101.PRE*						Inline XBRL Taxonomy Extension Presentation Linkbase Document
104						Cover Page Interactive Data File (embedded within the Inline XBRL document)

__________________________________________

* Filed herewith.

** Furnished herewith.

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

5047

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