of this Current Report on Form 8-K, including Exhibit 99.1 attached hereto, is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference into any other filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such a filing.

Entry into a Material Definitive Agreement On July 31, 2026, Barnwell Hawaiian Properties, Inc., a Delaware corporation (“BHP”) and a subsidiary of Barnwell Industries, Inc. (the “Company”), together with Ka’upulehu Developments, a Hawaii general partnership (“KD”) for which BHP serves as authorized general partner, entered into a Purchase and Sale Agreement (the “Purchase Agreement”) with David Johnston, as purchaser (the “Buyer”). BHP and KD are each severally, and not jointly, sellers unde…

The filing pertains to amendments to the equity incentive plan, not a management change.

of this Current Report on Form 8-K, including Exhibit 99.1 attached hereto, is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference into any other filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such a filing.

Entry into a Material Definitive Agreement On February 25, 2026, Barnwell Industries, Inc. (the “Company”) entered into a Sales Agreement (the “Sales Agreement”) with Roth Capital Partners, LLC (the “Agent”), under which the Company may, from time to time, sell shares of the Company’s common stock having an aggregate offering price of up to $50,000,000 in “at the market” offerings through or to the Agent, as sales agent. Due to the offering limitations applicable to the Company under General…

Results of Operations and Financial Condition On February 23, 2026, Barnwell Industries, Inc. issued a press release announcing its financial results for its fiscal quarter ended December 31, 2025. A copy of such press release is furnished as Exhibit 99.1 to this Current Report.

Material Modification to Rights of Security Holders See the description set out under “

Entry into a Material Definitive Agreement As of January 30, 2026, the Board of Directors (the “Board”) of Barnwell Industries, Inc., a Delaware corporation (the “Company”), authorized and declared a dividend distribution of one right (each, a “Right”) for each outstanding share of common stock, par value $0.50 per share, of the Company (the “Common Stock”). The dividend is payable to holders of record as of the close of business on February 13, 2026 (the “Record Date”). Each Right entitles t…

Chief Financial Officer — Russell M. Gifford: Russell M. Gifford is retiring and Philip F. Patman, Jr. will assume his roles.

Results of Operations and Financial Condition On December 19, 2025, Barnwell Industries, Inc. issued a press release announcing its financial results for its fiscal year ended September 30, 2025. A copy of such press release is furnished as Exhibit 99.1 to this Current Report.

The filing describes the compensation arrangement for non-employee directors and a prorated grant of restricted stock units to a new board member.

Director — Joshua E. Schechter: Mr. Joshua E. Schechter was appointed as a director following the completion of a private placement offering.

Unregistered Sales of Equity Securities. The disclosures in

Other Events. On November 24, 2025, the Company issued a press release announcing the private placement. A copy of such press release is attached hereto as Exhibit 99.1 and is incorporated by reference into this

Entry into a Material Definitive Agreement. Private Placement Offering On November 24, 2025, Barnwell Industries, Inc. (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, par value $0.50 per share (the “Common Stock”), and (ii) warrant…

Chief Financial Officer — Russell Gifford: Russell Gifford is retiring and will be succeeded by Philip F. Patman, Jr.

Results of Operations and Financial Condition On August 13, 2025, Barnwell Industries, Inc. issued a press release announcing its financial results for its fiscal quarter ended June 30, 2025. A copy of such press release is furnished as Exhibit 99.1 to this Current Report.

Director — Ms. Heather Isidoro: Resigned for personal reasons.

Director — Kenneth S. Grossman, Joshua S. Horowitz, Alexander C. Kinzler, and Douglas N. Woodrum: The current board members are being removed as part of a shareholder-led effort to change the company's leadership.

Results of Operations and Financial Condition On May 15, 2025, Barnwell Industries, Inc. issued a press release announcing its financial results for its fiscal quarter ended March 31, 2025. A copy of such press release is furnished as Exhibit 99.1 to this Current Report.

Entry into a Material Definitive Agreement . On March 14, 2025, Barnwell Industries, Inc. (“ BII ”) and Barnwell of Canada, Limited (“ Barnwell Canada ” and, collectively with BII, the “ Sellers ”), a subsidiary of BII, entered into a Stock Purchase Agreement with Denise Miyasato, Chad Arima and Eric Elred (collectively the “ Buyer ”) whereby the Buyer acquired from the Sellers all of the shares of capital stock of Water Resources International, Inc. (the “ Shares ”) owned by the Sellers (the…

Completion of Acquisition or Disposition of Assets. On March 14, 2025, BII and Barnwell Canada, a subsidiary of BII, sold all of the capital stock of Water Resources International, Inc. , pursuant to the Transaction described in

Director — Mr. Laurance Narbut: Resigned for purely personal reasons.

Results of Operations and Financial Condition On February 14, 2025, Barnwell Industries, Inc. issued a press release announcing its financial results for its fiscal quarter ended December 31, 2024. A copy of such press release is furnished as Exhibit 99.1 to this Current Report.

Entry into a Material Definitive Agreement On January 26, 2025, pursuant to authorization by the Board of Directors (the “Board”) of Barnwell Industries, Inc., a Delaware corporation (the “Company”), the Company entered into a Rights Agreement (the “Rights Agreement”), dated as of January 26, 2025, between the Company and Broadridge Corporate Issuer Solutions, LLC, as rights agent, pursuant to which the Board authorized and declared a dividend distribution of one right (each, a “Right”) for e…