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What changed in BARNWELL INDUSTRIES INC's 10-K — 2024 vs 2025

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Paragraph-level year-over-year comparison of BARNWELL INDUSTRIES INC's 2024 and 2025 10-K annual filings, covering the Business, Risk Factors, Legal Proceedings, Cybersecurity, MD&A and Market Risk sections. Every new, removed and edited paragraph is highlighted side-by-side so you can see exactly what management changed in the 2025 report.

+295 added−329 removedSource: 10-K (2025-12-23) vs 10-K (2024-12-17)

Top changes in BARNWELL INDUSTRIES INC's 2025 10-K

295 paragraphs added · 329 removed · 212 edited across 7 sections

Item 1. Business

Business — how the company describes what it does

71 edited+13 added−31 removed41 unchanged
Biggest changeAs of September 30, 2024 Net Proved Producing Reserves Net Proved Reserves Property Name Oil (MBbls) NGL (MBbls) Gas (MMcf) Oil (MBbls) NGL (MBbls) Gas (MMcf) Canada: Twining 710 126 3,637 867 156 4,549 Medicine River 23 43 366 23 43 366 Thornbury — — 2 — — 26 Other properties 2 — — 2 — — United States: Oklahoma 33 86 699 33 86 699 Texas 57 78 815 57 78 815 Total 825 333 5,519 982 363 6,455 For the year ended September 30, 2024 Net Production Net Revenues Property Name Oil (MBbls) NGL (MBbls) Gas (MMcf) Oil NGL Gas Canada: Twining 160 23 944 $ 11,241,000 $ 1,190,000 $ 1,619,000 Medicine River 2 4 18 171,000 107,000 26,000 Thornbury — — 52 — — 39,000 Other properties 22 9 71 633,000 9,000 58,000 United States: Oklahoma 5 12 99 406,000 252,000 190,000 Texas 14 16 160 1,058,000 322,000 75,000 Total 203 64 1,344 $ 13,509,000 $ 1,880,000 $ 2,007,000 8 Net proved reserves that are attributable to existing producing wells are primarily determined using decline curve analysis.
Biggest changeAs of September 30, 2025 Net Proved Producing Reserves Net Proved Reserves Property Name Oil (MBbls) NGL (MBbls) Gas (MMcf) Oil (MBbls) NGL (MBbls) Gas (MMcf) Canada: Twining 631 163 3,326 641 165 3,376 Thornbury — — 23 — — 51 Other properties 1 — 1 2 — 2 Total 632 163 3,350 643 165 3,429 8 For the year ended September 30, 2025 Net Production Net Revenues Property Name Oil (MBbls) NGL (MBbls) Gas (MMcf) Oil NGL Gas Canada: Twining 159 40 911 $ 9,610,000 $ 1,216,000 $ 1,218,000 Medicine River 3 3 9 194,000 74,000 16,000 Thornbury — — 35 — — 37,000 Other properties 2 — 11 19,000 — 8,000 United States: Oklahoma 3 5 55 149,000 152,000 157,000 Texas 7 8 84 504,000 146,000 63,000 Total 174 56 1,105 $ 10,476,000 $ 1,588,000 $ 1,499,000 Net proved reserves that are attributable to existing producing wells are primarily determined using decline curve analysis.
Capital Expenditures and Acquisitions Barnwell invested $4,805,000 in oil and natural gas properties during fiscal 2024, including accrued capital expenditures and acquisitions of oil and natural gas properties and excluding additions and revisions to estimated asset retirement obligations.
Barnwell invested $4,805,000 in oil and natural gas properties during fiscal 2024, including accrued capital expenditures and acquisitions of oil and natural gas properties and excluding additions and revisions to estimated asset retirement obligations.
All of Barnwell’s Canadian gross revenues were derived from properties located within Alberta, which charges oil and natural gas producers a royalty for production within the province. Provincial 12 royalties are calculated as a percentage of revenue and vary depending on production volumes, selling prices and the date of discovery.
All of Barnwell’s Canadian gross revenues were derived from properties located within Alberta, which charges oil and natural gas producers a royalty for production within the province. Provincial royalties are calculated as a percentage of revenue and vary depending on production volumes, selling 12 prices and the date of discovery.
Also, in addition to Barnwell’s existing obligations to pay professional fees to certain parties based on percentages of its gross receipts, Kaupulehu Developments also is obligated to pay an amount equal to 0.72% and 0.2% 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, Replay, for Increment II.
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 0.2% 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, Replay, for Increment II.
The preparation of data used by the independent petroleum reserve engineers to compile our oil and natural gas reserve estimates was completed in accordance with various internal control procedures which include verification of data input into reserves evaluation software, reconciliations and reviews of data provided to the independent petroleum reserve engineers to ensure completeness, and management 6 review controls, including an independent internal review of the final reserve report for completeness and accuracy.
The preparation of data used by the independent petroleum reserve engineers to compile our oil and natural gas reserve estimates was completed in accordance with various internal control procedures which include verification of data input into reserves evaluation software, reconciliations and reviews of data provided to the independent petroleum reserve engineers to ensure completeness, and management review controls, including an independent internal review of the final reserve report for completeness and accuracy.
These laws, which are constantly changing, regulate the discharge of materials into the environment and maintenance of surface conditions and may require Barnwell to remove or mitigate the environmental 17 effects of the disposal or release of petroleum or chemical substances at various sites where it has a working interest.
These laws, which are constantly changing, regulate the discharge of materials into the environment and maintenance of surface conditions and may require Barnwell to remove or mitigate the environmental effects of the disposal or release of petroleum or chemical substances at various sites where it has a working interest.
The principal factors affecting competition are the location of the project and pricing. Barnwell is a minor 15 participant in the land development industry and competes in its land investment activities with many other entities having far greater financial and other resources.
The principal factors affecting competition are the location of the project and pricing. Barnwell is a minor participant in the land development industry and competes in its land investment activities with many other entities having far greater financial and other resources.
Proved developed oil and natural gas reserves are proved reserves that can be expected to be recovered through existing wells and equipment in place and under operating methods being utilized at the time the estimates were made.
Proved developed oil and natural gas reserves are proved reserves that can be 7 expected to be recovered through existing wells and equipment in place and under operating methods being utilized at the time the estimates were made.
Capital expenditures incurred for the drilling of these two wells totaled approximately 10 $4,293,00 during the year ended September 30, 2023. The Company did not drill or participate in the drilling of wells in Oklahoma during the year ended September 30, 2023.
Capital expenditures incurred for the drilling of these two wells totaled approximately $4,293,00 during the year ended September 30, 2023. The Company did not drill or participate in the drilling of wells in Oklahoma during the year ended September 30, 2023.
Two residential lots of approximately two to three acres in size 14 fronting the ocean were developed within Increment II and sold by KD II, and the remaining acreage within Increment II is not yet under development.
Two residential lots of approximately two to three acres in size fronting the ocean were developed within Increment II and sold by KD II, and the remaining acreage within Increment II is not yet under development.
Marketing of Oil and Natural Gas Barnwell sells its Canadian oil, natural gas, and natural gas liquids production under short-term contracts between itself and two main oil purchasers, one natural gas purchaser, and one natural gas 11 liquids purchaser.
Marketing of Oil and Natural Gas Barnwell sells its Canadian oil, natural gas, and natural gas liquids production under short-term contracts between itself and two main oil purchasers, one natural gas purchaser, and one natural gas liquids purchaser.
Oil and Natural Gas Segment Overview Barnwell acquires and develops crude oil and natural gas assets in the province of Alberta, Canada via two corporate entities, Barnwell of Canada and Octavian Oil.
Oil and Natural Gas Segment Overview Barnwell acquires and develops crude oil and natural gas assets in the province of Alberta, Canada via two corporate entities, Barnwell of Canada, Limited and Octavian Oil Limited.
In fiscal 2024 and 2023, Barnwell took most of its Canadian oil, natural gas liquids and natural gas “in kind” where Barnwell markets the products instead of having the operator of a producing property market the products on Barnwell’s behalf. We sell oil, natural gas and natural gas liquids to a variety of energy marketing companies.
In fiscal 2025 and 2024, Barnwell took most of its Canadian oil, natural gas liquids and natural gas “in kind” where Barnwell markets the products instead of having the operator of a producing property market the products on Barnwell’s behalf. We sell oil, natural gas and natural gas liquids to a variety of energy marketing companies.
The reserve data in these tables are based on constant dollars where reserve estimates are based on sales prices, costs and statutory tax rates using a historical average price of the first day pricing of the last 12-months ending with September 2024.
The reserve data in these tables are based on constant dollars where reserve estimates are based on sales prices, costs and statutory tax rates using a historical average price of the first day pricing of the last 12-months ending with September 2025.
Under Canadian oil and gas law and regulations, in order for the Company to retain the right to acquire, transfer, or drill well licenses, Barnwell must maintain a favorable Licensee Capability Assessment (“LCA”) with the Alberta Energy Regulator’s (“AER”).
Under Canadian oil and gas law and regulations, in order for the Company to retain the right to acquire, transfer, or drill well licenses, Barnwell must maintain a favorable Licensee Capability Assessment (“LCA”) with the Alberta Energy Regulator (“AER”).
No estimates of total proved net oil or natural gas reserves have been filed with, or included in reports to, any federal authority or agency, other than the SEC, since October 1, 2023.
No estimates of total proved net oil or natural gas reserves have been filed with, or included in reports to, any federal authority or agency, other than the SEC, since October 1, 2024.
Barnwell of Canada is a U.S. incorporated company that has been active in Canada for over 50 years, primarily as a non-operator participating in exploration projects operated by others. Octavian Oil is a Canadian company incorporated in 2016 to achieve growth through the acquisition and development of crude oil reserves.
Barnwell of Canada is a U.S. incorporated company that has been active in Canada for over 50 years, primarily as a non-operator participating in exploration projects operated by others. Octavian Oil is a Canadian company incorporated in 2016 to achieve growth through the acquisition and development of crude oil reserves in the field of Twining, Alberta.
Developed Acreage and Undeveloped Acreage The following table sets forth the gross and net acres of both developed and undeveloped oil and natural gas leases in the province of Alberta, Canada which Barnwell held as of September 30, 2024.
Developed Acreage and Undeveloped Acreage The following table sets forth the gross and net acres of both developed and undeveloped oil and natural gas leases in the province of Alberta, Canada which Barnwell held as of September 30, 2025.
The contents of our website are not part of this Annual Report on Form 10-K and are not incorporated by reference into this document. Our filings with the SEC are available to the public through the SEC’s website at www.sec.gov. The Company’s references to URLs for these websites are intended to be textual references only. 18
The contents of our website are not part of this Annual Report on Form 10-K and are not incorporated by reference into this document. Our filings with the SEC are available to the public 16 through the SEC’s website at www.sec.gov. The Company’s references to URLs for these websites are intended to be textual references only. 17
Production amounts reported are net of royalties. All of Barnwell’s net production in fiscal 2024 and 2023 was derived in Alberta, Canada and in the U.S. states of Oklahoma and Texas. Barnwell’s net production in fiscal 2022 was derived in Alberta, Canada and in Oklahoma.
Production amounts reported are net of royalties. All of Barnwell’s net production in fiscal 2025, 2024 and 2023 was derived in Alberta, Canada and in the U.S. states of Oklahoma and Texas.
The amounts set forth in the following table, based on our independent reserve engineers’ evaluation of our reserves, summarize our estimated proved reserves of oil, natural gas liquids, and natural gas as of September 30, 2024 for all properties located in Canada and the U.S. in which Barnwell has an interest.
The amounts set forth in the following table, based on our independent reserve engineers’ evaluation of our reserves, summarize our estimated proved reserves of oil, natural gas liquids, and natural gas as of September 30, 2025 for all properties located in Canada in which Barnwell has an interest.
Standardized Measure of Discounted Future Net Cash Flows The following table sets forth Barnwell’s “Estimated Future Net Revenues” from total proved oil, natural gas and natural gas liquids reserves located in Canada and the U.S. and the present value of Barnwell’s “Estimated Future Net Revenues” (discounted at 10%) as of September 30, 2024.
Standardized Measure of Discounted Future Net Cash Flows The following table sets forth Barnwell’s “Estimated Future Net Revenues” from total proved oil, natural gas and natural gas liquids reserves located in Canada and the present value of Barnwell’s “Estimated Future Net Revenues” (discounted at 10%) as of September 30, 2025.
An estimate of fair value would also consider, among other items, the recovery of reserves not presently classified as proved, anticipated future changes in oil and natural gas prices (these amounts were based on a natural gas price of $1.16 per Mcf and an oil price of $70.78 per Bbl) and costs, and a discount factor more representative of the time value of money and the risks inherent in reserve estimates.
An estimate of fair value would also consider, among other items, the recovery of reserves not presently classified as proved, anticipated future changes in oil and natural gas prices (these amounts were based on a natural gas price of $1.09 per Mcf and an oil price of $60.92 per Bbl) and costs, and a discount factor more representative of the time value of money and the risks inherent in reserve estimates.
The target for calendar 2025 is 6.2% of an individual company’s inactive liability. This amount for Barnwell is approximately $244,000. Barnwell believes the targets assessed by the AER are within estimated forecasts for Barnwell’s future ARO spending and therefore the Company expects to be in compliance with AER spending targets under their mandatory spend requirements.
The target for calendar 2026 is 6.5% of an individual company’s inactive liability. This amount for Barnwell is approximately $237,000. Barnwell believes the targets assessed by the AER are within estimated forecasts for Barnwell’s future ARO spending and therefore the Company expects to be in compliance with AER spending targets under their mandatory spend requirements.
There can be no assurance that Barnwell will be successful in renewing its leasehold interests in the event of expiration. Barnwell’s undeveloped acreage includes a significant concentration in the Twining area (2,810 net acres).
There can be no assurance that Barnwell will be successful in renewing its leasehold interests in the event of expiration. Barnwell’s undeveloped acreage includes a significant concentration in the Twining area (3,707 net acres).
Twenty-three percent of Barnwell’s leasehold interests in undeveloped acreage is subject to expiration and may expire over the next five fiscal years, if not developed, as follows: 4% expire during fiscal 2025; 9% expire during fiscal 2026; 6% expire during fiscal 2027; 4% expire during fiscal 2028; and no expirations during fiscal 2029.
Nineteen percent of Barnwell’s leasehold interests in undeveloped acreage is subject to expiration and may expire over the next five fiscal years, if not developed, as follows: 9% expire during fiscal 2026; 6% expire during fiscal 2027; 4% expire during fiscal 2028; and no expirations during fiscal 2029 and fiscal 2030.
“Undeveloped Acreage” includes acres covered by leases upon which there are no producing wells and which are maintained by the payment of delay rentals or the commencement of drilling thereon. Seventy-seven percent of Barnwell’s undeveloped acreage is not subject to expiration at September 30, 2024.
“Undeveloped Acreage” includes acres covered by leases upon which there are no producing wells and which are maintained by the payment of delay rentals or the commencement of drilling thereon. Eighty-one percent of Barnwell’s undeveloped acreage is not subject to expiration at September 30, 2025.
This per day volume of oil under this fixed index price contract is equivalent to approximately 16% of Canadian oil gross production per day for the year ended September 30, 2024. These oil contracts were eligible for and elected as normal purchase and normal sales exception contracts and were thus excluded from derivative accounting.
This per day volume of oil under this fixed index price was equivalent to approximately 19% of Canadian oil gross production per day for the year ended September 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.
Financial Information About Industry Segments and Geographic Areas Note 12 in the “Notes to Consolidated Financial Statements” in Item 8 contains information on our segments and geographic areas. Employees At December 1, 2024, Barnwell employed 28 individuals; 27 on a full time basis and 1 on a part-time basis. Environmental Costs Barnwell is subject to extensive environmental laws and regulations.
Financial Information About Industry Segments and Geographic Areas Note 11 in the “Notes to Consolidated Financial Statements” in Item 8 contains information on our segments and geographic areas. Employees At December 1, 2025, Barnwell employed 18 individuals; 16 on a full time basis and 2 on a part-time basis. Environmental Costs Barnwell is subject to extensive environmental laws and regulations.
The following tables set forth Barnwell’s oil and natural gas net reserves at September 30, 2024, by location and property name, based on information prepared by our independent reserve engineers, as well as net production and net revenues by location and property name for the year ended September 30, 2024.
The following tables set forth Barnwell’s oil and natural gas net reserves at September 30, 2025, by location and property name, based on information prepared by InSite, as well as net production and net revenues by location and property name for the year ended September 30, 2025.
ITEM 1. BUSINESS Overview Barnwell was incorporated in Delaware in 1956 and fiscal 2024 represented Barnwell’s 68th year of operations.
ITEM 1. BUSINESS Overview Barnwell was incorporated in Delaware in 1956 and fiscal 2025 represented Barnwell’s 69th year of operations.
This per day volume of natural gas under fixed index price contract is equivalent to approximately 33% of Canadian natural gas gross production per day for the year ended September 30, 2024.
This per day volume of natural gas under this fixed index price contract was equivalent to approximately 38% of Canadian natural gas gross production per day for the year ended September 30, 2025.
As of September 2024, Barnwell had provided $923,000 in cash deposits to the OWA, and $353,000 of the deposit has been spent on closure activities as at September 30, 2024.
As of September 2025, Barnwell had provided $975,000 in cash deposits to the OWA, and $462,000 of the deposit has been spent on closure activities as at September 30, 2025.
In July 2024, 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 November 1, 2024 to March 31, 2025 to a fixed index price before differentials of $2.64 Canadian dollars per Mcf, with remaining volumes continuing to be sold at spot prices.
Additionally, in September 2025, the Company amended the sales price on 1,583 gross Mcf per day of the Canadian natural gas it will sell during the period from November 1, 2025 to March 31, 2026 to a fixed index price before differentials of $3.03 Canadian dollars per Mcf, with remaining volumes continuing to be sold at spot prices.
In July 2024, the Company amended the sales price on 100 gross barrels per day of the Canadian oil that it sells during the period from August 1, 2024 to December 31, 2024 to a fixed index price before differentials of $79.00 per net barrel, with remaining volumes continuing to be sold at spot prices.
In June 2025, the Company 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.
Realized gas prices from our Texas natural gas sold at the Waha Hub are at a significant discount to Henry Hub due to limited gas egress from the Permian Basin and excess supply in the area. Preparation of Reserve Estimates Barnwell’s reserves are estimated by our independent petroleum reserve engineers, InSite Petroleum Consultants Ltd.
In Texas, our natural gas was sold at 6 the Waha Hub, where prices were significantly discounted to Henry Hub pricing due to limited gas egress from the Permian Basin and excess supply in the area. Preparation of Reserve Estimates Barnwell’s reserves are estimated by our independent petroleum reserve engineers, InSite Petroleum Consultants Ltd.
Post payout royalties vary with commodity prices and well production rates. In fiscal 2024, 75% of Canadian royalties were related to Alberta government charges and 25% of royalties were related to freehold, overriding royalties and other charges.
Post payout royalties vary with commodity prices and well production rates. In fiscal 2025, 72% of total Canadian royalties were related to Alberta government charges and 28% of royalties were related to freehold, overriding royalties and other charges.
For a discussion regarding our total annual production volumes, average sales prices, and related production costs, see Item 7, “Management’s Discussion and Analysis of Financial Condition and Results of Operations.” 9 Year ended September 30, 2024 2023 2022 Annual net production: Natural gas (Mcf) 1,344,000 1,263,000 964,000 Oil (Bbls) 203,000 204,000 182,000 Natural gas liquids (Bbls) 64,000 52,000 48,000 Total (Boe) 491,000 467,000 396,000 Total (Mcfe) 2,946,000 2,799,000 2,296,000 Annual average sales price per unit of production: Mcf of natural gas* $1.41 $2.64 $4.63 Bbl of oil** $66.49 $69.77 $86.73 Bbl of natural gas liquids** $29.38 $32.24 $48.06 Annual average production cost per Boe produced*** $19.82 $22.10 $23.66 Annual average production cost per Mcfe produced*** $3.30 $3.68 $4.08 ______________________________________________________ * Calculated on revenues net of pipeline charges before royalty expense divided by gross production. ** Calculated on revenues before royalty expense divided by gross production. *** Calculated on production costs, excluding natural gas pipeline charges, divided by the combined total production of natural gas liquids, oil and natural gas.
For a discussion regarding our total annual production volumes, average sales prices, and related production costs, see Item 7, “Management’s Discussion and Analysis of Financial Condition and Results of Operations.” Year ended September 30, 2025 2024 2023 Annual net production: Natural gas (Mcf) 1,105,000 1,344,000 1,263,000 Oil (Bbls) 174,000 203,000 204,000 Natural gas liquids (Bbls) 56,000 64,000 52,000 Total (Boe) 414,000 491,000 467,000 Total (Mcfe) 2,484,000 2,946,000 2,799,000 Annual average sales price per unit of production: Mcf of natural gas* $1.27 $1.41 $2.64 Bbl of oil** $60.49 $66.49 $69.77 Bbl of natural gas liquids** $28.38 $29.38 $32.24 Annual average production cost per Boe produced*** $21.45 $19.82 $22.10 Annual average production cost per Mcfe produced*** $3.58 $3.30 $3.68 ______________________________________________________ * Calculated on revenues net of pipeline charges before royalty expense divided by gross production. ** Calculated on revenues before royalty expense divided by gross production. *** Calculated on production costs, excluding natural gas pipeline charges, divided by the combined total production of natural gas liquids, oil and natural gas.
Additionally, through its wholly-owned subsidiaries BOK Drilling, LLC (“BOK”), established in February 2021, and Barnwell Texas, LLC (“Barnwell Texas”), established in November 2022, Barnwell is involved in oil and natural gas investments in Oklahoma and Texas, respectively. Strategy Twining represents 70% of Barnwell’s fiscal 2024 production (Boe) and consists of assets in the Twining field, in Alberta, Canada.
Additionally, through its wholly-owned subsidiaries BOK Drilling, LLC (“BOK”), established in February 2021, and Barnwell Texas, LLC (“Barnwell Texas”), established in November 2022, Barnwell was, until August 8, 2025, involved in oil and natural gas investments in Oklahoma and Texas, respectively. Strategy The Twining field, in Alberta, Canada represents 86% of Barnwell’s fiscal 2025 production.
Capital expenditures incurred by the Company for this well totaled approximately $3,183,000. The Company did not drill or participate in the drilling of wells in Texas or in Oklahoma during the year ended September 30, 2024. In fiscal 2023, the Company participated in the drilling of three gross (0.9 net) non-operated development wells in the Twining area of Alberta, Canada.
The Company did not drill or participate in the drilling of wells in Texas or in Oklahoma during the year ended September 30, 2024. In fiscal 2023, the Company participated in the drilling of three gross (0.9 net) non-operated development wells in the Twining area of Alberta, Canada.
Oil and Natural Gas Production The following table summarizes (a) Barnwell’s net production for the last three fiscal years, based on sales of natural gas, oil and natural gas liquids, from all wells in which Barnwell has or had an interest, and (b) the average sales prices and average production costs for such production during the same periods.
Barnwell has included all abandonment, decommissioning and reclamation costs and inactive well costs into the Company’s reserve reports in accordance with best practice recommendations. 9 Oil and Natural Gas Production The following table summarizes (a) Barnwell’s net production for the last three fiscal years, based on sales of natural gas, oil and natural gas liquids, from all wells in which Barnwell has or had an interest, and (b) the average sales prices and average production costs for such production during the same periods.
Because our products are commodities for which there are numerous marketers, we are not dependent upon one purchaser or a small group of purchasers. Accordingly, the loss of any single purchaser would not materially affect our revenues.
Because our products are commodities for which there are numerous marketers, we are not dependent upon one purchaser or a small group of purchasers.
Reserves At September 30, 2024, Barnwell’s reserves were approximately 52% operated and consisted of 41% conventional oil, 15% conventional natural gas liquids, and 44% natural gas. At September 30, 2023, Barnwell’s reserves were approximately 43% operated and consisted of 38% conventional oil, 14% conventional natural gas liquids, and 48% natural gas.
Reserves At September 30, 2025, Barnwell’s reserves were approximately 66% operated and consisted of 47% conventional oil, 12% conventional natural gas liquids, and 41% natural gas. At September 30, 2024, Barnwell’s reserves were approximately 52% operated and consisted of 41% conventional oil, 15% conventional natural gas liquids, and 44% natural gas.
Barnwell has a Reserves Committee consisting of two independent directors and Barnwell's Corporate Secretary. The Reserves Committee was established to ensure the independence of the Company’s petroleum reserve engineers.
Barnwell has a Reserves Committee consisting of three directors, two of which are independent directors and the third is Barnwell's Chief Executive Officer. The Reserves Committee was established to ensure the independence of the Company’s petroleum reserve engineers.
Year ending September 30, 2025 $ 5,208,000 2026 4,802,000 2027 3,301,000 Thereafter 2,646,000 Undiscounted future net cash flows, after income taxes $ 15,957,000 Standardized measure of discounted future net cash flows $ 15,850,000 * _______________________________________________ * This amount does not purport to represent, nor should it be interpreted as, the fair value of Barnwell’s oil and natural gas reserves.
Year ending September 30, 2026 $ 4,457,000 2027 2,675,000 2028 1,739,000 Thereafter (10,243,000) Undiscounted future net cash flows, after income taxes $ (1,372,000) Standardized measure of discounted future net cash flows $ 6,670,000 * _______________________________________________ * This amount does not purport to represent, nor should it be interpreted as, the fair value of Barnwell’s oil and natural gas reserves.
KD I is the developer of Increment I, and KD II is the developer of Increment II. Barnwell's ownership interests in the Kukio Resort Land Development Partnerships are accounted for using the equity method of accounting.
KD I is the developer of Increment I, and KD II is the developer of Increment II. Barnwell's ownership interests in the Kukio Resort Land Development Partnerships are accounted for using the equity method of accounting. In November 2025, Kaupulehu Developments entered into an agreement with Mr. David Johnston, the son of Mr.
In the quarter ended December 31, 2023, 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 that it sells during the period from April 1, 2024 to October 31, 2024 to a fixed index price before differentials of $2.55 Canadian dollars per Mcf, with remaining volumes continuing to be sold at spot prices.
Subsequent to fiscal 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, 2026 to October 31, 2026 to a fixed index price before differentials of $2.94 Canadian dollars per Mcf, with remaining volumes continuing to be sold at spot prices.
All information with respect to the Company’s Canadian reserves in this Form 10-K is derived from the report of InSite, which is filed with this Form 10-K as Exhibit 99.1.
(“InSite”), in accordance with generally accepted petroleum engineering and evaluation principles and techniques and rules and regulations of the SEC. All information with respect to the Company’s reserves in this Form 10-K is derived from the report of InSite, which is filed with this Form 10-K as Exhibit 99.1.
Barnwell is a minor participant in the industry and competes in its oil and natural gas activities with many other companies having far greater financial, technical and other resources.
There also is competition between the oil and natural gas industry and other industries in supplying the energy and fuel requirements of industrial, commercial and individual consumers. Barnwell is a minor participant in the industry and competes in its oil and natural gas activities with many other companies having far greater financial, technical and other resources.
In fiscal 2024, the Kukio Resort Land Development Partnerships sold the last two remaining lots in Increment I and as a result of the lot sales, made cash distributions to its partners of which Barnwell received $1,071,000 resulting in a net amount of $953,000, after distributing $118,000 to non-controlling interests.
As stated above, Increment II is not yet under development and it is uncertain when or if KD II will develop the other areas of Increment II, and there is no assurance with regards to the amounts of future sales from Increment II. 15 In fiscal 2024, the Kukio Resort Land Development Partnerships sold the last two remaining lots in Increment I and as a result of the lot sales, made cash distributions to its partners of which Barnwell received $1,071,000 resulting in a net amount of $953,000, after distributing $118,000 to non-controlling interests.
The Company has a 15.4% non-operated working interest in two wells in the Permian Basin in Texas. Our interests in Texas produced 9% of Barnwell’s fiscal 2024 production (Boe).
Our interests in Oklahoma produced 4% of Barnwell’s fiscal 2025 production. Our interests in Oklahoma were sold on August 8, 2025. The Company had a 15.4% non-operated working interest in two wells in the Permian Basin in Texas. Our interests in Texas produced 7% of Barnwell’s fiscal 2025 production. Our interests in Texas were sold on August 8, 2025.
Barnwell operates in the following three principal business segments: • Oil and Natural Gas Segment - Barnwell engages in oil and natural gas development, production, acquisitions and sales in Canada and in the U.S. states of Oklahoma and Texas. • Land Investment Segment - Barnwell owns land interests in Hawaii. • Contract Drilling Segment - Barnwell provides well drilling services and water pumping system installation and repairs in Hawaii.
Barnwell operates in 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 in the U.S. • Land Investment Segment - Barnwell owns land interests in the State of Hawaii.
In fiscal 2024, the weighted-average royalty rate paid on all of Barnwell’s Canadian natural gas was 6%, and the weighted-average royalty rate paid on oil was 21%. In fiscal 2024, the weighted-average royalty rate paid on all of Oklahoma’s and Texas’s production was 23% and 26%, respectively.
In fiscal 2025, the weighted-average royalty rate paid on all of Barnwell’s Canadian natural gas was 4%, and the weighted-average royalty rate paid on oil was 16%.
Barnwell invested $10,729,000 in oil and natural gas properties during fiscal 2023, including accrued capital expenditures and acquisitions of oil and natural gas properties and excluding additions and revisions to estimated asset retirement obligations. Barnwell’s capital expenditures were primarily for the drilling of new wells in Texas and the Twining area.
Capital Expenditures and Acquisitions Barnwell invested $939,000 in oil and natural gas properties during fiscal 2025, including accrued capital expenditures and acquisitions of oil and natural gas properties and excluding additions and revisions to estimated asset retirement obligations. Barnwell's capital expenditures were primarily related to equipment, facility upgrades and well workovers.
Competition Barnwell competes in the sale of oil and natural gas on the basis of price and on the ability to deliver products. The oil and natural gas industry is intensely competitive in all phases, including the acquisition and development of new production and reserves and the acquisition of equipment and labor necessary to conduct drilling activities.
The oil and natural gas industry is intensely competitive in all phases, including the acquisition and development of new production and reserves and the acquisition of equipment and labor necessary to conduct drilling activities. The competition comes from numerous major oil companies as well as numerous other independent operators.
Operations Our oil and natural gas segment revenues, profitability, and future rate of growth are dependent upon oil and natural gas prices and the Company’s ability to use its current cash, obtain external financing or generate sufficient cash flows to fund the development of our reserves.
Operations Our oil and natural gas segment revenues, profitability, and future growth potential are closely tied to commodity prices and the Company’s ability to fund reserves development through cashflow or external financing.
Developed Acreage* Undeveloped Acreage* Total Location Gross Net Gross Net Gross Net Alberta, Canada 131,590 30,730 26,210 7,410 157,800 38,140 _________________________________________________ * “Developed Acreage” includes the acres covered by leases upon which there are one or more producing wells.
Developed Acreage* Undeveloped Acreage* Total Location Gross Net Gross Net Gross Net Alberta, Canada 117,244 29,149 22,506 7,741 139,750 36,890 _________________________________________________ * “Developed Acreage” includes the acres covered by leases upon which there are one or more producing wells.
Barnwell is continually reviewing the market and evaluating opportunities to add to our production and development portfolio. The Company has non-operated working interests in seven wells varying from 1.2% to 4.2% and a minor overriding royalty interest, 0.07%, in one well in Oklahoma. Our interests in Oklahoma produced 7% of Barnwell’s fiscal 2024 production (Boe).
Barnwell remains active in evaluating market opportunities to further divest remaining legacy assets along with acquisition opportunities to expand our production and development portfolio. The Company had non-operated working interests in seven wells in Oklahoma ranging from 1.2% to 4.2%, along with a 0.07% overriding royalty interest in one well.
This per day volume of oil under this fixed index price contract was equivalent to approximately 35% of Canadian oil gross production per day for the year ended September 30, 2024.
This per day volume of natural gas under this fixed index price contract that will affect the period from November 1, 2025 to March 31, 2026, is equivalent to approximately 58% of Canadian natural gas gross production per day for the year ended September 30, 2025.
Producing Wells As of September 30, 2024, Barnwell has interests in 141 gross (69.3 net) producing wells in Alberta, Canada, of which 93 gross (63.3 net) were oil wells and 48 gross (6.0 net) were natural gas wells.
Producing Wells As of September 30, 2025, Barnwell has interests in 109 gross (62.9 net) producing wells in Alberta, Canada, of which 76 gross (58.2 net) were oil wells and 33 gross (4.7 net) were natural gas wells.
Gas prices received in Canada are based on published AECO hub prices and are also impacted by local market conditions that result in a discount to U.S. Henry Hub pricing. Oil prices received from the Texas and Oklahoma properties are generally in line with WTI pricing.
Oil prices received from our Texas and Oklahoma properties were generally in line with WTI pricing. Natural gas prices continues to show seasonal strength during the winter months, driven by increased heating demand. In Canada, gas prices are based on AECO hub benchmark prices, which typically trade at a discount to U.S.
Asset retirement obligations of Barnwell’s net 13 share of sites operated by all partners are included in “Asset retirement obligation”, current and long-term, in the Consolidated Balance Sheets.
Asset retirement obligations of Barnwell’s net share of sites operated by all partners are included in “Asset retirement obligation”, current and long-term, in the Consolidated Balance Sheets. 13 Over the past nine years, the Company has worked to reduce its abandonment and reclamation obligations associated with its oil and natural gas segment, both by divesting low-productivity assets and actively closing wells and sites.
This per day volume of natural gas under this fixed index price contract is equivalent to approximately 33% of Canadian natural gas gross production per day for the year ended September 30, 2024. These natural gas contracts were eligible for and elected as normal purchase and normal sales exception contracts and were thus excluded from derivative accounting.
This per day volume of natural gas under this fixed index price contract that will affect the period from April 1, 2026 to October 31, 2026, is equivalent to approximately 38% of Canadian natural gas gross production per day for the year ended September 30, 2025.
Well Drilling Activities During the year ended September 30, 2024, the Company drilled one gross (1.0 net) operated development oil well in the Twining area which started producing in mid-September 2024. The well has produced on average approximately 107 Boe per day in its first two months of production.
Well Drilling Activities The Company did not drill or participate in the drilling of wells during the year ended September 30, 2025. 10 In fiscal 2024, the Company drilled one gross (1.0 net) operated development oil well in the Twining area which started producing in mid-September 2024. Capital expenditures incurred by the Company for this well totaled approximately $3,183,000.
In the quarter ended December 31, 2023, the Company amended certain of its Canadian purchase and sales contracts to change the sales price on 225 gross barrels per day of the Canadian oil for sale for the period from January 1, 2024 to June 30, 2024 to a fixed index price before differentials of $69.46 per net barrel, with remaining volumes continuing to be sold at spot prices.
The prices received are freely negotiated between buyers and sellers and are determined from transparent posted prices adjusted for quality and transportation differentials. 11 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 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.
Barnwell also has some minor legacy assets that represent 14% of Barnwell’s fiscal 2024 production (Boe) and consist of the largely non-operated oil and natural gas assets located throughout Alberta, Canada, and produce shallow gas or conventional oil from a variety of pools. These assets have been accumulated over decades of Barnwell activity.
These non-operated oil and natural gas assets produce shallow gas or conventional oil from a varying interest in a variety of pools and have been accumulated over decades. In fiscal 2024 and 2025, Barnwell has divested many of these properties to reduce operational risk and increase strategic focus in the Twining area.
As of September 30, 2024 Estimated Net Proved Developed Reserves Estimated Net Proved Undeveloped Reserves Estimated Net Proved Reserves Oil (Bbls) 873,000 109,000 982,000 Natural gas liquids (Bbls) 340,000 23,000 363,000 Natural gas (Mcf) 5,815,000 640,000 6,455,000 Total (Boe) 2,184,000 239,000 2,423,000 7 During fiscal 2024, Barnwell’s total net proved reserves of oil and natural gas liquids increased by 83,000 Bbls (9%) and 36,000 Bbls (11%), respectively, and total net proved reserves of natural gas decreased by 246,000 Mcf (4%), for a combined increase of 80,000 Boe (3%).
As of September 30, 2025 Estimated Net Proved Developed Reserves Estimated Net Proved Undeveloped Reserves Estimated Net Proved Reserves Oil (Bbls) 643,000 — 643,000 Natural gas liquids (Bbls) 165,000 — 165,000 Natural gas (Mcf) 3,429,000 — 3,429,000 Total (Boe) 1,380,000 — 1,380,000 During fiscal 2025, Barnwell’s total net proved reserves of oil and natural gas liquids decreased by 339,000 Bbls (35%) and 198,000 Bbls (55%), respectively, and total net proved reserves of natural gas decreased by 3,026,000 Mcf (47%), for a combined decrease of 1,043,000 Boe (43%).
Contract Drilling Segment Overview Barnwell’s wholly-owned subsidiary, Water Resources, drills water and water monitoring wells of varying depths in Hawaii, installs and repairs water pumping systems, and is the distributor for Trillium Flow Technologies, previously known as Floway, pumps and equipment in the state of Hawaii.
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 drills water wells and installs and repairs water pumping systems in the State of Hawaii and represented Barnwell's contract drilling segment.
These assets were purchased in August 2018 and were augmented with subsequent smaller acquisitions of partners. These assets are partially operated by the Company and partially operated by Pine Cliff Energy Ltd.
These assets were acquired in August 2018 and subsequently expanded through smaller acquisitions of various partner interests. These assets are partially operated by the Company and partially operated by Pine Cliff Energy Ltd. The majority of Barnwell's operated oil wells have annual decline rates below 15%, which supports lower capital investment requirements to maintain production levels.
In the recent past, the industry experienced a period of low oil and natural gas prices that negatively impacted our past operating results, cash flows and liquidity. Credit and capital markets for oil and natural gas markets are volatile. We may seek to raise additional capital if such proceeds are considered attractive and would support potential growth.
In recent years, the industry has experienced volatile oil and natural gas prices, and when these prices are in low cycle they negatively impact our operating results, cash flows and liquidity.
Over the past eight years, the Company has worked to reduce its abandonment and reclamation obligations associated with its oil and natural gas segment, both by divesting low-productivity assets and actively closing wells and sites. Twenty-four Barnwell-operated sites have been certified as fully reclaimed or exempt since 2016.
Twenty-five Barnwell-operated sites have been certified as fully reclaimed or exempt since 2016. Competition Barnwell competes in the sale of oil and natural gas mainly on the ability to deliver products.
Removed
The oil wells operated by the Company largely have less than 15% per year decline rates, and due to these lower decline rates, require less capital investment to replace decline. This lower capital requirement along with the fact that the land is largely held indefinitely, enables development drilling to be done when commodity prices support it.
Added
As a result of the sale, the Company has classified the related assets, liabilities and the results of its contract drilling business as discontinued operations in the 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.
Removed
Since Barnwell’s entry into the Twining property, we have participated in drilling 12 gross horizontal development wells that were completed with multi-stage sand fracs, which have cumulatively been or are forecast to be profitable. Of these 12 wells, three are 100%-owned operated wells in locations selected by Barnwell and nine gross (2.6 net) are non-operated wells.
Added
Unless otherwise noted, the discussions throughout Part I of this Form 10-K pertains only to Barnwell’s continuing operations. For information on discontinued operations, refer to Note 3 “Discontinued Operations” in the Notes to Consolidated Financial Statements in Item 8 of this report.
Removed
Barnwell plans to continue to develop the pool with more horizontal wells if commodity prices continue to support their profitability.
Added
This lower capital 5 requirement to maintain production, in addition to the land being largely continued with no expiries, allows Barnwell to drill opportunistically when commodity prices are favorable. Since entering the Twining area, Barnwell has participated in drilling 12 gross (5.6 net) horizontal development wells using multi-stage sand fracturing.
Removed
Barnwell has divested many of these properties in 5 fiscal 2024 in order to reduce risk and increase focus in the Twining area. Barnwell will continue to opportunistically divest our remaining legacy Canadian assets and minimal capital is expected to be invested in these properties.
Added
Of these, 3 wells are 100%-owned and operated and 9 (2.6 net) are non-operated. These wells have all either been profitable or are forecasted to be profitable, and Barnwell intends to continue development of the pool with more horizontal wells as commodity prices permit. Barnwell also holds minor legacy assets throughout Alberta, Canada representing 3% of Barnwell’s fiscal 2025 production.
Removed
Natural gas prices are typically higher in the winter than at other times due to increased heating demand. Oil prices also are subject to seasonal fluctuations, but to a lesser degree. Oil and natural gas unit sales are based on the quantity produced from the properties by the respective property operators.

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Item 1A. Risk Factors

Risk Factors — what could go wrong, per management

40 edited+10 added−23 removed68 unchanged
Biggest changeUnder this program the AER assesses the corporate health of the Company and considers a wider variety of factors than those considered under the previous program. The LCA establishes clear expectations for industry with regards to the management of liabilities throughout the entire lifecycle of oil and gas projects.
Biggest changeBarnwell's oil and natural gas segment is subject to the provisions of the Alberta Energy Regulator’s (“AER”) Licensee Life-Cycle Management Program via a Licensee Capability Assessment (“LCA”). Under this program the AER assesses the corporate health of the Company and considers a wider variety of factors than those considered under the previous program.
It also is possible that in the future we will be subject to disputes concerning taxation and other matters in Canada, including the manner in which we calculate our income for tax purposes, and these disputes could have a material adverse effect on our financial performance. Unforeseen title defects may result in a loss of entitlement to production and reserves.
It also is possible that in the future we will be subject to disputes concerning taxation and other matters in Canada, including the manner in which we calculate our income for tax purposes, and these disputes could have a material adverse effect on our financial performance. 27 Unforeseen title defects may result in a loss of entitlement to production and reserves.
Barnwell may experience challenges from the impacts of international and domestic legislation, regulation, or other government actions relating to GHG emissions (e.g., carbon dioxide and methane) and 27 climate change. International agreements and national, regional, and state legislation and regulatory measures that aim to directly or indirectly limit or reduce GHG emissions are in various stages of implementation.
Barnwell may experience challenges from the impacts of international and domestic legislation, regulation, or other government actions relating to GHG emissions (e.g., carbon dioxide and methane) and climate change. International agreements and national, regional, and state legislation and regulatory measures that aim to directly or indirectly limit or reduce GHG emissions are in various stages of implementation.
If Barnwell fails to comply with the requirements of the LCA program, Barnwell's oil and natural gas subsidiary would be subject to the AER's enforcement provisions which could include suspension of operations and non-compliance fees and could ultimately result in the AER serving the Company with a closure order to shut-in all operated wells.
If Barnwell fails to comply with the requirements of the LCA program, Barnwell's oil and natural gas subsidiary would be subject to the AER's enforcement provisions which could include suspension of operations and non- 22 compliance fees and could ultimately result in the AER serving the Company with a closure order to shut-in all operated wells.
In connection with these assessments, we perform a review of the subject properties that we believe to be generally consistent with industry practices. Our review will not reveal all existing or potential problems nor will it permit us to become sufficiently familiar with the properties to fully assess 23 their deficiencies and potential recoverable reserves.
In connection with these assessments, we perform a review of the subject properties that we believe to be generally consistent with industry practices. Our review will not reveal all existing or potential problems nor will it permit us to become sufficiently familiar with the properties to fully assess their deficiencies and potential recoverable reserves.
If future oil 21 and natural gas segment acquisition and development activities are not successful it could have an adverse effect on our future results of operations and financial condition. Oil and natural gas prices are highly volatile and further declines, or extended low prices will significantly affect our financial condition and results of operations.
If future oil and natural gas segment acquisition and development activities are not successful it could have an adverse effect on our future results of operations and financial condition. Oil and natural gas prices are highly volatile and further declines, or extended low prices will significantly affect our financial condition and results of operations.
In addition, there can be no assurance that insurance will continue to be available to cover any or all of these risks, or, even if available, that 26 insurance premiums or other costs will not rise significantly in the future, so as to make the cost of such insurance prohibitive.
In addition, there can be no assurance that insurance will continue to be available to cover any or all of these risks, or, even if available, that insurance premiums or other costs will not rise significantly in the future, so as to make the cost of such insurance prohibitive.
A related effect of such issuances may enhance existing large stockholders’ influence on the Company, including that of Alexander Kinzler, our General Counsel and Secretary. A small number of stockholders, including our General Counsel and Secretary, own a significant amount of our common stock and may have influence over the Company.
A related effect of such 18 issuances may enhance existing large stockholders’ influence on the Company, including that of Alexander Kinzler, our General Counsel and Secretary. A small number of stockholders, including our General Counsel and Secretary, own a significant amount of our common stock and may have influence over the Company.
A decline in the price of our common stock would also have the effect of reducing the value of our “Asset for retirement benefits,” total assets and our stockholders’ equity. The price of our common stock has been volatile and could continue to fluctuate substantially.
A decline in the price of our common stock would also have the effect of reducing the value of our “Asset for retirement benefits,” total assets and our stockholders’ equity. 19 The price of our common stock has been volatile and could continue to fluctuate substantially.
Any future ceiling test write-downs will result in reductions of the carrying value of our oil and natural gas properties and an equivalent charge to earnings. The oil and natural gas industry is highly competitive.
Any future ceiling test write-downs will result in reductions of the carrying value of our oil and natural gas properties and an equivalent charge to earnings. 23 The oil and natural gas industry is highly competitive.
Ultimately, the success of these drilling and completion techniques can only be 25 evaluated over time as more wells are drilled and production profiles are established over a sufficiently long time period.
Ultimately, the success of these drilling and completion techniques can only be evaluated over time as more wells are drilled and production profiles are established over a sufficiently long time period.
Our operations are subject to all of the risks associated with the operation and development of oil and natural gas properties, including the drilling of oil and natural gas wells, and the production and transportation of oil and natural gas.
Our operations are subject to all of the risks associated with the operation and development of oil and natural gas properties, including the drilling of oil and natural gas wells, and the production and 25 transportation of oil and natural gas.
Because most of our oil and natural gas production is in Canada, changes in tariffs, trade barriers, and other regulatory requirements could have an adverse effect on our business, prospects, financial condition and operating results, the extent of which cannot be predicted with certainty at this time.
Because all our oil and natural gas production is in Canada, changes in tariffs, trade barriers, and other regulatory requirements could have an adverse effect on our business, prospects, financial condition and operating results, the extent of which cannot be predicted with certainty at this time.
We derive a significant portion of our revenues from our operations in Canada; 70% in fiscal 2024. Additionally, our ability to compete in the Canadian oil and natural gas industry may be adversely affected by governmental regulations or other policies that favor the awarding of contracts to contractors in which Canadian nationals have substantial ownership interests.
We derive a significant portion of our revenues from our operations in Canada; 91% in fiscal 2025. Additionally, our ability to compete in the Canadian oil and natural gas industry may be adversely affected by governmental regulations or other policies that favor the awarding of contracts to contractors in which Canadian nationals have substantial ownership interests.
Under the LCA Program, an inventory reduction program has also been implemented which requires mandatory annual minimum expenditures towards outstanding decommissioning and reclamation obligations in accordance with AER targets which are adjusted by the AER on an annual basis. The target for 2025 is 6.2% of an individual company’s inactive liability. These targets became effective January 1, 2022.
Under the AER, an inventory reduction program has also been implemented which requires mandatory annual minimum expenditures towards outstanding decommissioning and reclamation obligations in accordance with AER targets which are adjusted by the AER on an annual basis. The target for 2026 is 6.5% of an individual company’s inactive liability. These targets became effective January 1, 2022.
The occurrence of natural disasters in Hawaii could adversely affect our business. The occurrence of a natural disaster in Hawaii such as, but not limited to, earthquakes, landslides, hurricanes, tornadoes, tsunamis, volcanic activity, droughts and floods, could have a material adverse effect on our land investments.
The occurrence of a natural disaster in Hawaii such as, but not limited to, earthquakes, landslides, hurricanes, tornadoes, tsunamis, volcanic activity, droughts and floods, could have a material adverse effect on our land investments.
Our Board of Directors has authority, without action or vote of the stockholders, subject to the requirements of the NYSE American and applicable law, to issue all shares of our common stock or warrants or other instruments to purchase such shares of our common stock.
Our Board of Directors has authority, without action or vote of the stockholders, subject to the requirements of the NYSE American stock exchange and applicable law, to issue all shares of our common stock or other debt or equity instruments to purchase such shares of our common stock.
Any future cash flows from Barnwell’s land development activities are subject to, among other factors, the level of real estate activity and prices, the demand for new housing and second homes on the island of Hawaii, the rate of increase in the cost of building materials and labor, the introduction of building code modifications, changes to zoning laws, and the level of confidence in Hawaii’s economy.
Any future cash flows from Barnwell’s land development activities are subject to, among other factors, the level of real estate activity and prices, the demand for new housing and second homes on the island of Hawaii, the rate of increase in the cost of building materials and labor, the introduction of building code modifications, changes to zoning laws, and the level of confidence in Hawaii’s economy. 28 The occurrence of natural disasters in Hawaii could adversely affect our business.
The estimation of reserves involves a number of factors and assumptions, including, among others: • oil and natural gas prices as prescribed by SEC regulations; • historical production from our wells compared with production rates from similar producing wells in the area; • future commodity prices, production and development costs, royalties and capital expenditures; • initial production rates; • production decline rates; • ultimate recovery of reserves; • success of future development activities; • marketability of production; • effects of government regulation; and • other government levies that may be imposed over the producing life of reserves.
The estimation of reserves involves a number of factors and assumptions, including, among others: • oil and natural gas prices as prescribed by SEC regulations; • historical production from our wells compared with production rates from similar producing wells in the area; • future commodity prices, production and development costs, royalties and capital expenditures; • initial production rates; • production decline rates; • ultimate recovery of reserves; • success of future development activities; • marketability of production; • effects of government regulation; and • other government levies that may be imposed over the producing life of reserves. 24 If these factors, assumptions and prices prove to be inaccurate, actual results may vary materially from reserve estimates.
Consequently, it may be more challenging for investors to analyze our results of operations and financial prospects, as the information we provide to stockholders may be different from what one might receive from other public companies in which one hold shares. As a smaller reporting company, we are not required to provide this information.
Consequently, it may be more challenging for investors to analyze our results of operations and financial prospects, as the information we provide to stockholders may be different from what one might receive from other public companies in which one hold shares.
As of September 30, 2024, our General Counsel and Secretary, who is the Executive Chairman of the Board of Directors, and two other stockholders hold approximately 48% of our outstanding common stock. The interests of one or more of these stockholders may not always coincide with the interests of other stockholders.
As of September 30, 2025, our General Counsel and Secretary and two other stockholders hold approximately 48% of our outstanding common stock. The interests of one or more of these stockholders may not always coincide with the interests of other stockholders.
As of September 30, 2024, the value of the Barnwell common stock held by the pension plan was $934,000, representing approximately 7% of the fair market value of the pension plan’s assets.
As of September 30, 2025, the value of the Barnwell common stock held by the pension plan was $866,000, representing approximately 6% of the fair market value of the pension plan’s assets.
Energy prices also are subject to other political and regulatory actions outside our control, which may include changes in the policies of the Organization of the Petroleum Exporting Countries or other developments involving or affecting oil-producing countries, or actions or reactions of the government of the U.S. in anticipation of or in response to such developments.
Energy prices also are subject to other political and regulatory actions outside our control, which may include changes in the policies of the Organization of the Petroleum Exporting Countries or other developments involving or affecting oil-producing countries, or actions or reactions of the government of the U.S. in anticipation of or in response to such developments. 21 The inability of one or more of our working interest partners to meet their obligations may adversely affect our financial results.
The overfunded amount is included on our balance sheet as an asset titled “Asset for retirement benefits.” As of September 30, 2024, the value of that asset was $4,899,000, which represented 16% of the Company’s total assets of $30,669,000 and 38% of our stockholders’ equity.
The overfunded amount is included on our balance sheet as an asset titled “Asset for retirement benefits.” As of September 30, 2025, the value of that asset was $5,928,000, which represented 28% of the Company’s total assets of $20,812,000 and 85% of our stockholders’ equity.
Retirement plan cash funding obligations and plan expenses and obligations are subject to a high degree of uncertainty and could increase in future years depending on numerous factors, including the performance of the financial markets, specifically the equity markets and levels of interest rates. 19 Declines in the price of our common stock could adversely affect the value of an asset on our balance sheet and our stockholders’ equity.
Retirement plan cash funding obligations and plan expenses and obligations are subject to a high degree of uncertainty and could increase in future years depending on numerous factors, including the performance of the financial markets, specifically the equity markets and levels of interest rates.
Environmental regulations, in particular, prohibit access to some markets and make others less economical, increase equipment and personnel costs and often impose liability without regard to negligence or fault. In addition, governmental regulations may discourage our customers’ activities, reducing demand for our products and services.
Environmental regulations, in particular, prohibit access to some markets and make others less economical, increase equipment and personnel costs and often impose liability without regard to negligence or fault.
The receipt of future payments and cash distributions could be jeopardized if the developer fails to proceed with development of the property. We hold investment interests in unconsolidated land development partnerships, which are accounted for using the equity method of accounting, in which we do not have a controlling interest. These investments involve risks and are highly illiquid.
We hold investment interests in unconsolidated land development partnerships, which are accounted for using the equity method of accounting, in which we do not have a controlling interest. These investments involve risks and are highly illiquid.
If these factors, assumptions and prices prove to be inaccurate, actual results may vary materially from reserve estimates. Part of our strategy involves using some of the latest available horizontal drilling and completion techniques. The results of our drilling are subject to drilling and completion technique risks, and results may not meet our expectations for reserves or production.
Part of our strategy involves using some of the latest available horizontal drilling and completion techniques. The results of our drilling are subject to drilling and completion technique risks, and results may not meet our expectations for reserves or production.
Changes in U.S. trade policy, including the imposition of tariffs and the resulting consequences, could adversely affect our business, prospects, financial condition, and operating results. There is currently significant uncertainty about the future relationship between the United States and Canada, including potential changes with respect to trade policies, treaties, tariffs, taxes, and other limitations on cross-border operations.
There is currently significant uncertainty about the future relationship between the United States and Canada, including potential changes with respect to trade policies, treaties, tariffs, taxes, and other limitations on cross-border operations.
Factors considered are grouped into six factor groups, these being current financial distress, liability magnitude, resources lifespan, operations compliance, closure efficiency and administrative compliance. These factors are compared to peer operators and ranked into three “Tiers”.
The LCA establishes clear expectations for industry with regards to the management of liabilities throughout the entire lifecycle of oil and gas projects. Factors considered are grouped into six factor groups, these being current financial distress, liability magnitude, resources lifespan, operations compliance, closure efficiency and administrative compliance. These factors are compared to peer operators and ranked into three “Tiers”.
The inability of one or more of our working interest partners to meet their obligations may adversely affect our financial results. For our operated properties, we pay expenses and bill our non-operating partners for their respective shares of costs. Some of our non-operating partners may experience liquidity problems and may not be able to meet their financial obligations.
For our operated properties, we pay expenses and bill our non-operating partners for their respective shares of costs. Some of our non-operating partners may experience liquidity problems and may not be able to meet their financial obligations. Nonperformance by a non-operating partner could result in significant financial losses.
If any of the following risk factors should occur, our profitability, financial condition or liquidity could be materially negatively impacted. Entity-Wide Risks Stockholders may be diluted significantly through our efforts to obtain financing, satisfy obligations through the issuance of securities or use our stock as consideration in certain transactions.
Stockholders may be diluted significantly through our efforts to obtain financing, satisfy obligations through the issuance of securities or use our stock as consideration in certain transactions.
Further, there are significant personal liability risks to Barnwell of Canada's individual officers and directors related to well clean-up costs that may affect our ability to attract or retain the necessary people. 20 We are a smaller reporting company and benefit from certain reduced governance and disclosure requirements, including that our independent registered public accounting firm is not required to attest to the effectiveness of our internal control over financial reporting.
We are a smaller reporting company and benefit from certain reduced governance and disclosure requirements, including that our independent registered public accounting firm is not required to attest to the effectiveness of our internal control over financial reporting.
Although we have recorded a provision in our financial statements relating to our estimated future environmental and reclamation obligations that we believe is reasonable, we cannot guarantee that we will be able to satisfy our actual future environmental and reclamation obligations. 22 Barnwell's oil and natural gas segment is subject to the provisions of the Alberta Energy Regulator’s (“AER”) Licensee Life-Cycle Management Program via a Licensee Capability Assessment (“LCA”).
Although we have recorded a provision in our financial statements relating to our estimated future environmental and reclamation obligations that we believe is reasonable, we cannot guarantee that we will be able to satisfy our actual future environmental and reclamation obligations.
Currently, Barnwell’s pension plan is overfunded, meaning that the current fair value of the assets held by the pension plan exceeds the estimated current accumulated benefit obligation of the pension plan.
Declines in the price of our common stock could adversely affect the value of an asset on our balance sheet and our stockholders’ equity. Currently, Barnwell’s pension plan is overfunded, meaning that the current fair value of the assets held by the pension plan exceeds the estimated current accumulated benefit obligation of the pension plan.
The Company believes there are potential undeveloped reserves for which significant future capital expenditures will be needed to convert those potential undeveloped reserves into developed reserves.
In August 2018, Barnwell made a significant reinvestment into its oil and natural gas segment with the acquisition of the Twining property in Alberta, Canada. The Company believes there are potential undeveloped reserves for which significant future capital expenditures will be needed to convert those potential undeveloped reserves into developed reserves.
Our business could be adversely affected by an inability to retain personnel or upward pressure on wages as a result of the highly competitive labor market.
Our business could be adversely affected by an inability to retain personnel or upward pressure on wages as a result of the highly competitive labor market. Further, there are significant personal liability risks to Barnwell of Canada's individual officers and directors related to well clean-up costs that may affect our ability to attract or retain the necessary people.
The occurrence of a natural disaster could also cause property and flood insurance rates and deductibles to increase, which could reduce demand for real estate in Hawaii. 29 Risks Related to Contract Drilling Segment Demand for water well drilling and/or pump installation is volatile. A decrease in demand for our services could adversely affect our revenues and results of operations.
The occurrence of a natural disaster could also cause property and flood insurance rates and deductibles to increase, which could reduce demand for real estate in Hawaii. ITEM 1B. UNRESOLVED STAFF COMMENTS None.
Risks Related to Oil and Natural Gas Segment Acquisitions or discoveries of additional reserves are needed to increase our oil and natural gas segment operating results and cash flow. In August 2018, Barnwell made a significant reinvestment into its oil and natural gas segment with the acquisition of the Twining property in Alberta, Canada.
As a smaller reporting company, we are not required to provide this information. 20 Risks Related to Oil and Natural Gas Segment Acquisitions or discoveries of additional reserves are needed to increase our oil and natural gas segment operating results and cash flow.
If market factors change and inhibit the marketing of our production, overall production or realized prices may decline. 24 We are not the operator and have limited influence over the operations of certain of our oil and natural gas properties. We hold minority interests in certain of our oil and natural gas properties.
If our competitors are able to capitalize on these competitive resources, it could adversely affect our revenues and profitability. We are not the operator and have limited influence over the operations of certain of our oil and natural gas properties. We hold minority interests in certain of our oil and natural gas properties.
Removed
Nonperformance by a non-operating partner could result in significant financial losses.
Added
If any of the following risk factors should occur, our profitability, financial condition or liquidity could be materially negatively impacted. Entity-Wide Risks The Company faces issues that could impair our ability to continue as a going concern in the future.
Removed
If our competitors are able to capitalize on these competitive resources, it could adversely affect our revenues and profitability. An increase in operating costs greater than anticipated could have a material adverse effect on our results of operations and financial condition. Higher operating costs for our properties will directly decrease the amount of cash flow received by us.
Added
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.
Removed
Electricity, supplies, and labor costs are a few of the operating costs that are susceptible to material fluctuation. The need for significant repairs and maintenance of infrastructure may increase as our properties age. A significant increase in operating costs could negatively impact operating results and cash flow.
Added
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.
Removed
Our operating results are affected by our ability to market the oil and natural gas that we produce. Our business depends in part upon the availability, proximity and capacity of oil and natural gas gathering systems, pipelines and processing facilities.
Added
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.
Removed
Canadian federal and provincial, as well as U.S. federal and state, regulation of oil and natural gas production, processing and transportation, tax and energy policies, general economic conditions, and changes in supply and demand could adversely affect our ability to produce and market oil and natural gas.
Added
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.
Removed
We are entitled to receive future payments based on a percentage of the sales prices of residential lots sold within the Kaupulehu area by KD II as well as a percentage of future distributions KD II makes to its members.
Added
Continued actions by an activist shareholder have had, and may continue to have, a significant negative impact on our ability to execute our business strategies and have had, and may continue to have, an adverse affect on our results of operations and financial condition. In response to various actions of Mr. Ned L.
Removed
However, in order to collect such payments we are reliant upon the developer, KD II, in which we own a non-controlling ownership interest, to proceed with the development or sale of the remaining portion of Increment II.
Added
Sherwood and certain affiliated shareholders (collectively, 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.
Removed
Additionally, future cash distributions from the Kukio Resort Land Development Partnerships, which includes KD II, are also dependent on the development or sale of Increment II by KD II.
Added
We have incurred substantial legal, public relations and other advisory fees and proxy solicitation expenses, and we currently expect those costs and expenses may continue.
Removed
It is uncertain when or if KD II will develop or sell the remaining portion of Increment II, and there is no assurance with regards to the amounts of future sales from Increment II. We 28 do not have a controlling interest in the partnerships, and therefore are dependent on the general partner for development decisions.
Added
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.
Removed
Demand for services is highly dependent upon land development activities in the state of Hawaii. The real estate development industry is cyclical in nature and is particularly vulnerable to shifts in local, regional, and national economic conditions outside of our control such as interest rates, housing demand, population growth, employment levels and job growth and property taxes.
Added
In addition, governmental regulations may discourage our customers’ activities, reducing demand for our products and services. 26 Changes in U.S. trade policy, including the imposition of tariffs and the resulting consequences, could adversely affect our business, prospects, financial condition, and operating results.
Removed
A decrease in water well drilling and/or pump installation contracts will result in decreased revenues and operating results. If we are unable to accurately estimate the overall risks, requirements or costs when bidding on or negotiating a contract that is ultimately awarded, we may achieve a lower than anticipated profit or incur a loss on the contract.
Removed
Contracts are usually fixed price per lineal foot drilled and require the provision of line-item materials at a fixed unit price based on approved quantities irrespective of actual per unit costs. Under such contracts, prices are established in part on cost and scheduling estimates, which are based on a number of assumptions, many of which are beyond our control.
Removed
Expected profits on contracts are realized only if costs are accurately estimated and successfully controlled.
Removed
We may not be able to obtain compensation for additional work performed or expenses incurred as a result of changes or inaccuracies in these estimates and underlying assumptions, such as unanticipated sub-surface site conditions, unanticipated technical problems, equipment failures, inefficiencies, cost of raw materials, schedule delays due to constraints on drilling hours, weather delays, or accidents.
Removed
If cost estimates for a contract are inaccurate, or if the contract is not performed within cost estimates, then cost overruns may result in losses or cause the contract not to be as profitable as expected. A significant portion of our contract drilling business is dependent on municipalities and a decline in municipal spending could adversely impact our business.
Removed
A significant portion of our contract drilling division revenues is derived from water and infrastructure contracts with governmental entities or agencies; 18% in fiscal 2024. Reduced tax revenues and governmental budgets may limit spending by local governments which in turn will affect the demand for our services.
Removed
Material reductions in spending by a significant number of local governmental agencies could have a material adverse effect on our business, results of operations, liquidity and financial position. Our contract drilling operations face significant competition. We face competition for our services from a variety of competitors.
Removed
Many of our competitors utilize drilling rigs that drill as quickly as our equipment but require less labor. Our strategy is to compete based on pricing and to a lesser degree, quality of service. If we are unable to compete effectively with our competitors, our financial results could be adversely affected.
Removed
Supply chain and manufacturing issues of well drilling and pump installation equipment could adversely affect our operating results. We are dependent on various well drilling and pump installation equipment to conduct our contract drilling segment operations.
Removed
The shortage of and/or delay in delivery of such equipment, such as pumps, 30 interruptions in supply, and price increases of such equipment and materials due to supply chain issues and manufacturing disruptions could adversely impact our gross margin and results of operations. Awarding of contracts is dependent upon our ability to obtain contract bid and performance bonds from insurers.
Removed
There can be no assurance that our ability to obtain such bonds will continue on the same basis as the past. Additionally, bonding insurance rates may increase and have an impact on our ability to win competitive bids, which could have a corresponding material impact on contract drilling operating results.
Removed
The contracts in our backlog are subject to change orders and cancellation. Our backlog consists of the uncompleted portion of services to be performed under contracts that have been started and new contracts not yet started. Our contracts are subject to change orders and cancellations, and such changes could adversely affect our operations.
Removed
The occurrence of natural disasters in Hawaii could adversely affect our business. The occurrence of a natural disaster in Hawaii such as, but not limited to, earthquakes, landslides, hurricanes, tornadoes, tsunamis, volcanic activity, droughts and floods, could have a material adverse effect on our ability to complete our contracts. ITEM 1B. UNRESOLVED STAFF COMMENTS None.

Item 1C. Cybersecurity

Cybersecurity — threats and controls disclosure

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Biggest changeThe Audit Committee of our Board of Directors meets periodically with management to review the Company’s overall policies with respect to risk assessment and risk management, including a review the systems and processes implemented by management to identify, assess, manage, and mitigate 31 cybersecurity risks.
Biggest changeThe Audit Committee of our Board of Directors meets periodically with management to review the Company’s overall policies with respect to risk assessment and risk management, including a review the systems and processes implemented by management to identify, assess, manage, and mitigate cybersecurity risks. Our senior management is responsible for the day-to-day supervision of the material risks we may face.
Our IT Steering Committee, comprised of our Chief Executive Officer, our Chief Financial Officer, our General Counsel, and an IT consultant, oversees efforts to prevent, detect, mitigate, and remediate cybersecurity risks and incidents through various means, which includes oversight over our third-party IT consultants, monitoring systems and employee engagement.
Our IT Steering Committee, comprised of our Chief Executive Officer, our Chief Financial Officer, and our General Counsel, oversees efforts to prevent, detect, mitigate, and remediate cybersecurity risks and incidents through various means, which includes oversight over our third-party IT consultants, monitoring systems and employee engagement.
Our senior management is responsible for the day-to-day supervision of the material risks we may face. Our risks from cybersecurity threats have not affected or are reasonably not likely to materially affect our business strategy, results of operations, or financial condition.
Our risks from cybersecurity threats have not affected or are reasonably not likely to materially affect our business strategy, results of operations, or financial condition.

Item 2. Properties

Properties — owned and leased real estate

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Biggest changeITEM 2. PROPERTIES Oil and Natural Gas and Land Investment Properties The location and character of Barnwell’s oil and natural gas properties and its land investment properties, are described above under Item 1, “Business.” Corporate Offices Barnwell's corporate headquarters is located in Honolulu, Hawaii, in a commercial office building under a lease that expires in February 2026.
Biggest changeITEM 2. PROPERTIES Oil and Natural Gas and Land Investment Properties The location and character of Barnwell’s oil and natural gas properties and its land investment properties, are described above under Item 1, “Business.” 29 Corporate Offices Barnwell's corporate headquarters is located in Honolulu, Hawaii, in a commercial office building under a lease that expires in February 2026.
Added
Subsequent to fiscal 2025, Barnwell made the decision to relocate its corporate headquarters to co-head offices in Houston, Texas and Calgary, Alberta. The closure of the Hawaii office is scheduled to occur in early calendar year 2026. This decision reflects the Company’s ongoing efforts to streamline operations and reduce general and administrative expenses.

Item 3. Legal Proceedings

Legal Proceedings — active lawsuits and investigations

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Removed
ITEM 3. LEGAL PROCEEDINGS 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.
Added
LEGAL PROCEEDINGS On March 26, 2025, the Company commenced a lawsuit against the Sherwood Group in the Delaware Chancery Court, seeking, among other remedies, declaratory judgment that the Sherwood Group’s purported notice to nominate certain individuals for election to the Company’s board of directors at the 2025 Annual Meeting of stockholders was invalid and injunctive relief to enjoin the Sherwood Group from presenting its slate of nominees at the 2025 Annual Meeting due to the failure of the Sherwood Group to comply with the advance notice provisions of the Company’s Bylaws.
Removed
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. ITEM 4. MINE SAFETY DISCLOSURES Disclosure is not applicable to Barnwell. 32 PART II
Added
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.
Added
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.
Added
Horowitz did not breach their fiduciary duties. The Sherwood Group chose not to appeal the Court’s decision. Accordingly, the Board did not permit the Sherwood nominees to be presented for election at the 2025 Annual Meeting, which was held in September 2025. ITEM 4. MINE SAFETY DISCLOSURES Disclosure is not applicable to Barnwell. 30 PART II

Item 5. Market for Registrant's Common Equity

Market for Common Equity — stock, dividends, buybacks

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Biggest changeRecord Date Date of Payment Dividend Paid August 24, 2023 September 11, 2023 $0.015 May 25, 2023 June 12, 2023 $0.015 February 23, 2023 March 13, 2023 $0.015 December 27, 2022 January 11, 2023 $0.015 The payment of future cash dividends will depend on, among other things, our financial condition, operating cash flows, and the level of our oil and natural gas capital expenditures and any other investments.
Biggest changeThe payment of future cash dividends will depend on, among other things, our financial condition, operating cash flows, and the level of our oil and natural gas capital expenditures and any other investments. Stock Performance Graph and Cumulative Total Return Disclosure is not required as Barnwell qualifies as a smaller reporting company.
MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES Market Information The principal market on which Barnwell’s common stock is being traded is the NYSE American under the ticker symbol “BRN.” The following tables present the quarterly high and low sales prices, on the NYSE American, for Barnwell’s common stock during the periods indicated: Quarter Ended High Low Quarter Ended High Low December 31, 2022 $3.33 $2.70 December 31, 2023 $2.78 $2.06 March 31, 2023 $2.97 $1.89 March 31, 2024 $2.53 $2.15 June 30, 2023 $3.10 $2.47 June 30, 2024 $3.20 $2.30 September 30, 2023 $2.79 $2.18 September 30, 2024 $2.53 $2.12 Holders As of December 13, 2024, there were 10,053,534 shares of common stock, par value $0.50, outstanding.
MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES Market Information The principal market on which Barnwell’s common stock is being traded is the NYSE American under the ticker symbol “BRN.” The following tables present the quarterly high and low sales prices, on the NYSE American, for Barnwell’s common stock during the periods indicated: Quarter Ended High Low Quarter Ended High Low December 31, 2023 $2.78 $2.06 December 31, 2024 $2.40 $1.31 March 31, 2024 $2.53 $2.15 March 31, 2025 $2.17 $1.27 June 30, 2024 $3.20 $2.30 June 30, 2025 $2.28 $1.13 September 30, 2024 $2.53 $2.12 September 30, 2025 $1.37 $1.08 Holders As of December 8, 2025, there were 12,538,064 shares of common stock, par value $0.50, outstanding.
As of December 13, 2024, there were approximately 80 shareholders of record and approximately 1,000 beneficial owners. Dividends No dividends were declared or paid during the year ended September 30, 2024. The following table sets forth the cash dividends paid per share of common stock during the year ended September 30, 2023.
As of December 8, 2025, there were approximately 99 shareholders of record and approximately 1,000 beneficial owners. Dividends No dividends were declared or paid during fiscal years 2025 or 2024.
Securities Authorized for Issuance Under Equity Compensation Plans See information included in Part III, Item 12, under the caption “Equity Compensation Plan Information.” Stock Performance Graph and Cumulative Total Return Disclosure is not required as Barnwell qualifies as a smaller reporting company. 33 ITEM 6. [RESERVED] 34
Securities Authorized for Issuance Under Equity Compensation Plans See information included in Part III, Item 12, under the caption “Equity Compensation Plan Information.” 31 Purchases of Equity Securities by the Issuer and Affiliated Purchasers In the quarter ended June 30, 2025, the Barnwell Industries, Inc.
Added
Employees’ Pension Plan Trust Pension Plan purchased shares of Barnwell common stock which resulted in the Pension Plan owning more than 5% of the Company's common shares outstanding. The Pension Plan has filed Schedule 13Ds with the Securities and Exchange Commission reporting its beneficial ownership of Barnwell common stock.
Added
The following table provides information regarding purchases of Barnwell common stock by the Pension Plan during the three months ended September 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) July 1 - July 31, 2025 76,085 $1.20 — — August 1 - August 31, 2025 1,689 $1.13 — — September 1 - September 30, 2025 67,953 $1.15 — — Total 145,727 ___________________________________ (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.
Added
(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. ITEM 6. [RESERVED] 32

Item 7. Management's Discussion & Analysis

Management's Discussion & Analysis (MD&A) — revenue / margin commentary

93 edited+52 added−61 removed44 unchanged
Biggest changeThis $8,348,000 change in investing cash flows was primarily due to a decrease of $7,790,000 in cash paid for investments in oil and natural gas properties in the current year period as compared to the same period in the prior year and a $441,000 increase in proceeds from the sale of oil and natural gas properties in the current year period as compared to the prior year period. 50 Cash flows used in financing activities totaled $226,000 for fiscal 2024, as compared to cash flows used in financing activities of $786,000 for fiscal 2023.
Biggest changeThis $2,467,000 change in investing cash flows was due to an increase of $2,281,000 in proceeds from the sale of oil and natural gas assets and a decrease of $440,000 in cash paid for oil and natural gas capital expenditures in the current year period as compared to the same period in the prior year, partially offset by $439,000 of proceeds received by the land investment segment in the prior year period, as compared to none in the current year period.
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.
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, LLC and a pool of various individuals, respectively, all of whom are partners of KKM and are unrelated to Barnwell.
During the year ended September 30, 2024, Barnwell received cash distributions of $1,071,000 from the Kukio Resort Land Development Partnerships resulting in a net amount of $953,000, after distributing $118,000 to non-controlling interests.
During the year ended September 30, 2024, Barnwell received cash distributions of $1,071,000 (resulting in a net amount of $953,000, after distributing $118,000 to non-controlling interests) from the Kukio Resort Land Development Partnerships.
In July 2024, Barnwell entered into and completed an agreement with an independent third party to convey interests in certain natural gas and oil properties located in the Bonanza and Balsam areas of Alberta, Canada.
In July 2024, Barnwell entered into and completed an agreement with an independent third party to convey interests in certain oil and natural gas properties located in the Bonanza and Balsam areas of Alberta, Canada.
In September 2024, Barnwell entered into and completed a purchase and sale agreement with an independent third party and sold its interests in certain natural gas and oil properties located in the Wood River area of Alberta, Canada.
In September 2024, 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 Wood River area of Alberta, Canada.
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.
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. 37 • 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.
Increment I is an area zoned for approximately 80 single-family lots. • 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.
Increment I is an area zoned for approximately 80 single-family lots. 36 • 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.
The amount and timing of future land investment segment proceeds from percentage of sales payments and cash distributions from the Kukio Resort Land Development Partnerships are highly uncertain and out of 41 our control, and there is no assurance with regards to the amounts of future payments from Increment II to be received or that the remaining acreage within Increment II will be developed.
The amount and timing of future land investment segment proceeds from percentage of sales payments and cash distributions from the Kukio Resort Land Development Partnerships are highly uncertain and out of our control, and there is no assurance with regards to the amounts of future payments from Increment II to be received or that the remaining acreage within Increment II will be developed.
In November 2024, the FASB issued ASU No. 2024-03 “Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of 49 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.
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.
The Company 48 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.
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.
If net capitalized costs exceed this limit, the excess is expensed. All items classified as unevaluated and unproved properties are assessed on a quarterly basis for possible impairment or reduction in value. Properties are assessed on an individual basis or as a group if properties are individually insignificant.
If net capitalized costs exceed this limit, the excess is expensed. 33 All items classified as unevaluated and unproved properties are assessed on a quarterly basis for possible impairment or reduction in value. Properties are assessed on an individual basis or as a group if properties are individually insignificant.
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.
The Kukio Resort Land Development Partnerships’ deferred profit and accrued costs to complete are not reflected in Barnwell’s Consolidated Balance Sheets as we account for our investment in the Kukio Resort Land Development Partnerships under the equity method of accounting.
Accordingly, the assets, liabilities, stockholders’ equity and revenues and expenses of Barnwell’s subsidiaries operating in Canada have been 42 adjusted to reflect the change in the exchange rates. Other comprehensive income and losses are not included in net earnings and net loss.
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.
There were no cash proceeds from the sale and no gain or loss was recognized on this conveyance as this did not result in a significant alteration of the relationship between capitalized costs and proved reserves.
There were no cash proceeds from the sale and no gain or loss was recognized on this conveyance as this did not result in a significant alteration of the relationship 48 between capitalized costs and proved reserves.
In consideration for the sale of the working interests in these properties, Barnwell retained a 4% overriding royalty on these properties and the buyer assumed the asset retirement 51 obligations associated with these properties.
In consideration for the sale of the working interests in these properties, Barnwell retained a 4% overriding royalty on these properties and the buyer assumed the asset retirement obligations associated with these properties.
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS The following discussion is intended to assist in the understanding of the Consolidated Balance Sheets of Barnwell Industries, Inc. and subsidiaries (collectively referred to herein as “Barnwell,” “we,” “our,” “us” or the “Company”) as of September 30, 2024 and 2023, and the related Consolidated Statements of Operations, Comprehensive Loss, Equity, and Cash Flows for the years ended September 30, 2024 and 2023.
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS The following discussion is intended to assist in the understanding of the Consolidated Balance Sheets of Barnwell Industries, Inc. and subsidiaries (collectively referred to herein as “Barnwell,” “we,” “our,” “us” or the “Company”) as of September 30, 2025 and 2024, and the related Consolidated Statements of Operations, Comprehensive Loss, Equity, and Cash Flows for the years ended September 30, 2025 and 2024.
During the year ended September 30, 2024, the Company incurred a non-cash ceiling test impairment of $2,885,000, which included impairments for our U.S. and Canadian oil and natural gas properties of $721,000 and $2,164,000, respectively.
During the year ended September 30, 2025, the Company incurred a non-cash ceiling test impairment for our U.S. oil and natural gas properties of $865,000. During the year ended September 30, 2024, the Company incurred a non-cash ceiling test impairment of $2,885,000, which included impairments for our U.S. and Canadian oil and natural gas properties of $721,000 and $2,164,000, respectively.
Oil and natural gas Selected Operating Statistics The following tables set forth Barnwell’s annual average prices per unit of production and annual net production volumes for fiscal 2024 as compared to fiscal 2023. Production amounts reported are net of royalties.
Oil and natural gas Selected Operating Statistics The following tables set forth Barnwell’s annual average prices per unit of production and annual net production volumes for fiscal 2025 as compared to fiscal 2024. Production amounts reported are net of royalties.
The Increment I deferred profit at September 30, 2024 for the Kukio Resort Land 40 Development Partnerships as a whole was approximately $4,500,000; 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 $3,000,000.
The Increment I deferred profit at September 30, 2025 for the Kukio Resort Land Development Partnerships as a whole was approximately $4,500,000; 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 $3,000,000.
Under the agreement with the OWA, the Company is required to pay the abandonment and reclamation costs in advance through a cash deposit.
Under the agreement with the OWA, the Company was required to pay the abandonment and reclamation costs in advance through a cash deposit.
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.
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.
The sales price per the agreement was adjusted for customary purchase price adjustments to $292,000 in order to, among other things, reflect an economic effective closing date of September 30, 2024. 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 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.
Conversely, the higher the estimated reserves, the lower the depletion rate per unit of production. If reported reserve volumes were revised downward by 5% as of the beginning of fiscal 2024, depletion for fiscal 2024 would have increased by approximately $222,000.
Conversely, the higher the estimated reserves, the lower the depletion rate per unit of production. If reported reserve volumes were revised downward by 5% as of the beginning of fiscal 2025, depletion for fiscal 2025 would have increased by approximately $122,000.
Additionally, through its wholly-owned subsidiaries BOK and Barnwell Texas, Barnwell is involved in non-operated oil and natural gas investments in Oklahoma and Texas, respectively. Barnwell sells all of its Canadian and U.S. oil and natural gas under short-term contracts with marketers based on prices indexed to market prices.
Additionally, through its wholly-owned subsidiaries BOK and Barnwell Texas, Barnwell was, until August 8, 2025, involved in non-operated oil and natural gas investments in Oklahoma and Texas, respectively. Barnwell sells all of its Canadian and U.S. oil and natural gas under short-term contracts with marketers based on prices indexed to market prices.
The foreign currency gains from intercompany balances are included in our consolidated statement 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.
The foreign currency losses or gains from 43 intercompany balances are included in our 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.
If reported reserve volumes were revised downward by 5% at the end of fiscal 2024, the ceiling limitation for Canada would have decreased approximately $906,000 which would not have resulted in a ceiling impairment before income taxes due to sufficient room between the ceiling and the carrying value of Canadian oil and natural gas properties at the end of fiscal 2024 of approximately $4,658,000.
If reported reserve volumes were revised downward by 5% at the end of fiscal 2025, the ceiling limitation for Canada would have decreased approximately $636,000 which would not have resulted in a ceiling impairment before income taxes due to sufficient room between the ceiling and the carrying value of Canadian oil and natural gas properties at the end of fiscal 2025 of approximately $2,949,000.
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.
Impact of Recently Issued Accounting Standards on Future Filings 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 per day volume of oil under this fixed index price contract is equivalent to approximately 16% of Canadian oil gross production per day for the year ended September 30, 2024. These oil contracts were eligible for and elected as normal purchase and normal sales exception contracts and were thus excluded from derivative accounting.
This per day volume of oil under this fixed index price was equivalent to approximately 19% of Canadian oil gross production per day for the year ended September 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.
There were no taxes on other comprehensive loss due to foreign currency translation adjustments in fiscal 2024 and 2023 due to a full valuation allowance on the related deferred tax assets.
There were no taxes on other comprehensive 39 income due to foreign currency translation adjustments in fiscal 2025 and 2024 due to a full valuation allowance on the related deferred tax assets.
Other comprehensive loss due to foreign currency translation adjustments, net of taxes, for fiscal 2024 was nil, a $2,000 change from other comprehensive loss due to foreign currency translation adjustments, net of taxes, of $2,000 in fiscal 2023.
Other comprehensive income due to foreign currency translation adjustments, net of taxes, for fiscal 2025 was $75,000, a $75,000 change from other comprehensive loss due to foreign currency translation adjustments, net of taxes, of nil in fiscal 2024.
During the year ended September 30, 2023, Barnwell received $265,000 in percentage of sales payments from KD I from the sale of one single-family lot 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.
During the year ended September 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.
As such, Barnwell receives no benefit from consolidated or unitary losses and, therefore, is subject to Oklahoma state taxes. Consolidated taxes also include the impacts of favorable state jurisdiction provision to tax return true-ups. 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.
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.
In July 2024, 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 November 1, 2024 to March 31, 2025 to a fixed index price before differentials of $2.64 Canadian dollars per Mcf, with remaining volumes continuing to be sold at spot prices.
Subsequently, in October 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, 2026 to October 31, 2026 to a fixed index price before differentials of $2.94 Canadian dollars per Mcf, with remaining volumes continuing to be sold at spot prices.
During the year ended September 30, 2024, the Company participated in the drilling of one gross (1.0 net) operated development oil well in the Twining area. Capital expenditures incurred for the drilling of this well during the year ended September 30, 2024 totaled approximately $3,183,000.
The Company did not drill or participate in the drilling of wells during the year ended September 30, 2025. In fiscal 2024, the Company participated in the drilling of one gross (1.0 net) operated development oil well in the Twining area. Capital expenditures incurred for the drilling of this well during the year ended September 30, 2024 totaled approximately $3,183,000.
This per day volume of natural gas under fixed index price contract is equivalent to approximately 33% of Canadian natural gas gross production per day for the year ended September 30, 2024.
This per day volume of natural gas under this fixed index price contract was equivalent to approximately 38% of Canadian natural gas gross production per day for the year ended September 30, 2025.
Based on the oil and gas prices for October 1, November 1 and December 1 of 2024, the oil prices and natural gas prices used in the 12-month historical rolling first-day-of-the-month average oil price for the ceiling test at December 31, 2024 will be lower than at September 30, 2024.
Based on the oil and gas prices for October 1, November 1 and December 1 of 2025, the oil prices used in the 12-month historical rolling first-day-of-the-month average for the ceiling test at December 31, 2025 are likely to be lower than at September 30, 2025.
Oil and Natural Gas Property Dispositions In the quarter ended June 30, 2024, Barnwell entered into and completed a purchase and sale agreement with an independent third party and sold its interests in certain natural gas and oil properties located in the Kaybob area of Alberta, Canada.
Fiscal 2024 In April 2024, 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 Kaybob area of Alberta, Canada.
In July 2024, the Company amended the sales price on 100 gross barrels per day of the Canadian oil that it sells during the period from August 1, 2024 to December 31, 2024 to a fixed index price before differentials of $79.00 per net barrel, with remaining volumes continuing to be sold at spot prices.
In June 2025, the Company 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.
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.
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. In November 2025, Kaupulehu Developments entered into an agreement with Mr.
The average exchange rate of the Canadian dollar to the U.S. dollar decreased 1% in fiscal 2024, as compared to fiscal 2023 and the exchange rate of the Canadian dollar to the U.S. dollar remained unchanged at September 30, 2024, as compared to September 30, 2023.
The average exchange rate of the Canadian dollar to the U.S. dollar decreased 3% in fiscal 2025, as compared to fiscal 2024 and the exchange rate of the Canadian dollar to the U.S. dollar decreased 3% at September 30, 2025, as compared to September 30, 2024.
Foreign currency gain Foreign currency gain was $10,000 and $76,000 during the years ended September 30, 2024 and 2023, respectively, due to the effects of foreign exchange rate changes on intercompany loans and advances as a result of changes in the U.S. dollar against the Canadian dollar.
Foreign currency loss (gain) Foreign currency loss was $192,000 during the year ended September 30, 2025, as compared to a foreign currency gain of $10,000 during the year ended September 30, 2024, 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.
In the quarter ended December 31, 2023, 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 that it sells during the period from April 1, 2024 to October 31, 2024 to a fixed index price before differentials of $2.55 Canadian dollars per Mcf, with remaining volumes continuing to be sold at spot prices.
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 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.
Net earnings attributable to non-controlling interests totaled $234,000 in fiscal 2024, as compared to net earnings attributable to non-controlling interests of $150,000 in fiscal 2023.
Net loss attributable to non-controlling interests totaled $8,000 in fiscal 2025, as compared to net earnings attributable to non-controlling interests of $234,000 in fiscal 2024.
Due to the nature of oil and natural gas exploration and development, significant uncertainty exists as to the ultimate success of any drilling effort. 39 Land Investment Segment Through Barnwell’s 77.6% interest in Kaupulehu Developments, 75% 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.
Land Investment Segment Through Barnwell’s 77.6% interest in Kaupulehu Developments, 75% 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.
The $84,000 (56%) increase is primarily due to increases in the amount of equity in income of affiliates and percentage of sales revenue received in the current year period as compared to the same period in the prior year.
The $242,000 (103%) decrease is primarily due to decreases in the amount of equity in income of affiliates and percentage of sales revenue received in the current year period as compared to the same period in the prior year.
Business Environment Our operations are located in Canada and in the states of Hawaii, Oklahoma, and Texas. Accordingly, our business performance is directly affected by macroeconomic conditions in those areas, as well as general economic conditions of the U.S. domestic and world economies.
Accordingly, our business performance is directly affected by macroeconomic conditions in those areas, as well as general economic conditions of the U.S. domestic and world economies.
Oil and Natural Gas Segment Barnwell realized an average price for oil of $66.49 per barrel during the year ended September 30, 2024, a decrease of 5% from $69.77 per barrel realized during the prior year and realized an average price for natural gas of $1.41 per Mcf during the year ended September 30, 2024, a decrease of 47% from $2.64 per Mcf realized during the prior year.
Oil and Natural Gas Segment Barnwell realized an average price for oil of $60.49 per barrel during the year ended September 30, 2025, a decrease of 9% from $66.49 per barrel realized during the prior year and realized an average price for natural gas of $1.27 per Mcf during the year ended September 30, 2025, a decrease of 10% from $1.41 per Mcf realized during the prior year.
The oil and natural gas segment generated a $285,000 operating loss in fiscal 2024 before general and administrative expenses, a decrease in operating results of $4,958,000 as compared to $4,673,000 of operating profit in fiscal 2023. 43 The following table sets forth Barnwell’s oil and natural gas segment operating (loss) profit before general and administrative expenses by geographic location: Year ended September 30, 2024 2023 Operating (loss) profit (before general and administrative expenses) Canada (1) $ (440,000) $ 3,171,000 United States (2) 155,000 1,502,000 Total operating (loss) profit $ (285,000) $ 4,673,000 ________________________ (1) The operating loss for Canada for the year ended September 30, 2024 includes a non-cash ceiling test impairment of $2,164,000.
The following table sets forth Barnwell’s oil and natural gas segment operating profit (loss) before general and administrative expenses by geographic location: Year ended September 30, 2025 2024 Operating profit (loss) (before general and administrative expenses) Canada (1) $ 1,045,000 $ (440,000) United States (2) (457,000) 155,000 Total operating profit (loss) $ 588,000 $ (285,000) ________________________ (1) The operating loss for Canada for the year ended September 30, 2024 includes a non-cash ceiling test impairment of $2,164,000.
This ASU is effective for annual reporting periods beginning after December 15, 2026 and interim 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. Liquidity and Capital Resources At September 30, 2024, Barnwell had $1,071,000 in working capital.
This ASU is effective for annual reporting periods beginning after December 15, 2026 and interim 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.
Additionally, the applicable discount rate that is used to calculate the discounted present value of the reserves is mandated at 10%. Costs included in future net revenues are determined in a similar manner. As such, the future net revenues associated with the estimated proved reserves are not based on an assessment of future prices or costs.
Additionally, the applicable discount rate that is used to calculate the discounted present value of the reserves is mandated at 10%. Costs included in future net revenues are determined in a similar manner.
The following table summarizes the revenues received from KD I and the amount of fees directly related to such revenues: Year ended September 30, 2024 2023 Sale of interest in leasehold land: Revenues - sale of interest in leasehold land $ 500,000 $ 265,000 Fees - included in general and administrative expenses (61,000) (32,000) Sale of interest in leasehold land, net of fees paid $ 439,000 $ 233,000 During the year ended September 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.
The following table summarizes the revenues received from KD I and the amount of fees directly related to such revenues: Year ended September 30, 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 year ended 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 December 2024.
As such, we may incur a further impairment charge in the first quarter of fiscal 2026 ending December 31, 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 December 2025.
(2) The operating profit for the United States for year ended September 30, 2024 includes a non-cash ceiling test impairment of $721,000.
(2) The operating (loss) profit for the United States for the years ended September 30, 2025 and 2024 includes non-cash ceiling test impairments of $865,000 and $721,000, respectively.
During any period in which these factors indicate an impairment, the cumulative drilling costs incurred to date for such property and all or a portion of the associated leasehold costs are transferred to the full cost pool and become subject to amortization. 35 Judgments and Assumptions The estimate of our oil and natural gas reserves is a major component of the ceiling calculation and represents the component that requires the most subjective judgments.
During any period in which these factors indicate an impairment, the cumulative drilling costs incurred to date for such property and all or a portion of the associated leasehold costs are transferred to the full cost pool and become subject to amortization.
The sales price per the agreement was adjusted for customary purchase price adjustments to $441,000 in order to, among other things, reflect an economic effective date of May 1, 2024. 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 sales price per the agreement was adjusted for customary purchase price adjustments to $441,000 in order to, among other things, reflect an economic effective date of May 1, 2024.
If our evaluation of the likelihood of the realization of benefits is inaccurate, we could incur additional income tax and interest expense that would adversely impact earnings, or we could receive tax benefits greater than anticipated which would positively impact earnings, either of which could be material.
If our evaluation of the likelihood of the realization of benefits is inaccurate, we could incur additional income tax and interest expense that would adversely impact earnings, or we could receive tax benefits greater than anticipated which would positively impact earnings, either of which could be material. 35 Overview Barnwell is engaged in the following lines of business: 1) acquiring, developing, producing and selling oil and natural gas in Canada and the U.S.
A certain level of oil and natural gas capital expenditures will be necessary 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 may require funding from external debt or equity sources that are not currently in place.
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.
The passage of time provides more quantitative and qualitative information regarding estimates of reserves, and revisions are made to prior estimates to reflect updated information. A portion of the revisions are attributable to changes in the rolling 12-month average first-day-of-the-month prices, which impact the economics of producible reserves.
A portion of the revisions are attributable to changes in the rolling 12-month average first-day-of-the-month prices, which impact the economics of producible reserves.
The proceeds from the sale was credited to our cash in October 2024 and will be reflected in the Statement of Cash Flows for the first quarter of fiscal 2025 ending December 31, 2024.
The proceeds from the sale was credited to our cash in October 2024 and is reflected in the Statement of Cash Flows for the year ended September 30, 2025.
Significant changes to these estimates could result in an increase or decrease in our tax provision in future periods. We are also required to make judgments about the recoverability of deferred tax assets and when it is more likely than not that all or a portion of deferred tax assets will not be realized, a valuation allowance is provided.
We are also required to make judgments about the recoverability of deferred tax assets and when it is more likely than not that all or a portion of deferred tax assets will not be realized, a valuation allowance is provided. We consider available positive and negative evidence and available tax planning strategies when assessing the realizability of deferred tax assets.
Cash flows used in investing activities totaled $2,832,000 for fiscal 2024, as compared to cash flows used in investing activities of $11,180,000 for fiscal 2023.
Cash flows used in financing activities totaled $168,000 for fiscal 2025, as compared to cash flows used in financing activities of $226,000 for fiscal 2024.
The increase in partnership income is primarily due to the Kukio Resort Land Development Partnerships' sale of the last two lots in Increment I during the current year period, as compared to one lot sale in the prior year period.
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 year ended September 30, 2025.
Contingencies For a detailed discussion of contingencies, see Note 17 in the “Notes to Consolidated Financial Statements” in Item 8 of this report.
Contractual Obligations Disclosure is not required as Barnwell qualifies as a smaller reporting company. Contingencies For a detailed discussion of contingencies, see Note 18 in the “Notes to Consolidated Financial Statements” in Item 8 of this report.
Deferred tax assets and liabilities are measured using enacted tax rates in effect for the year in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date.
The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. Deferred income tax assets are routinely assessed for realizability.
Deferred income tax assets are routinely assessed for realizability. A valuation allowance is provided when it is more likely than not that some portion or all of the deferred tax asset will not be realized.
A valuation allowance is provided when it is more likely than not that some portion or all of the deferred tax asset will not be realized. Barnwell recognizes the financial statement effects of tax positions when it is more likely than not that the position will be sustained by a taxing authority.
Estimates of reserves are forecasts based on engineering data, historical data, projected future rates of production and the timing of future expenditures. The process of estimating oil and natural gas reserves requires substantial judgment, resulting in imprecise determinations, particularly for new discoveries. Our reserve estimates are prepared at least annually by independent petroleum reserve engineers.
The process of estimating oil and natural gas reserves requires substantial judgment, resulting in imprecise determinations, particularly for new discoveries. Our reserve estimates are prepared at least annually by independent petroleum reserve engineers. The passage of time provides more quantitative and qualitative information regarding estimates of reserves, and revisions are made to prior estimates to reflect updated information.
The change was also due to an increase in distributions of income from the Kukio Resort Land Development Partnerships and a decrease in general and administrative costs in the current year period as compared to the prior year period, partially offset by lower operating results for the oil and natural gas and contract drilling segments in the current year period as compared to the same period in the prior year.
This $7,107,000 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 general and administrative expenses in the current year period due to the shareholder contests, and a distribution of income from the Kukio Resort Land Development Partnerships in the prior year period as compared to none in the current year period.
Annual Average Price Per Unit Increase (Decrease) 2024 2023 $ % Natural gas (Mcf)* $ 1.41 $ 2.64 $ (1.23) (47)% Oil (Bbls) $ 66.49 $ 69.77 $ (3.28) (5)% Natural gas liquids (Bbls) $ 29.38 $ 32.24 $ (2.86) (9)% Annual Net Production Increase (Decrease) 2024 2023 Units % Natural gas (Mcf) 1,344,000 1,263,000 81,000 6% Oil (Bbls) 203,000 204,000 (1,000) —% Natural gas liquids (Bbls) 64,000 52,000 12,000 23% _________________________________________________ * Natural gas price per unit is net of pipeline charges.
Annual Average Price Per Unit Increase (Decrease) 2025 2024 $ % Natural gas (Mcf)* $ 1.27 $ 1.41 $ (0.14) (10)% Oil (Bbls) $ 60.49 $ 66.49 $ (6.00) (9)% Natural gas liquids (Bbls) $ 28.38 $ 29.38 $ (1.00) (3)% Annual Net Production Increase (Decrease) 2025 2024 Units % Natural gas (Mcf) 1,105,000 1,344,000 (239,000) (18)% Oil (Bbls) 174,000 203,000 (29,000) (14)% Natural gas liquids (Bbls) 56,000 64,000 (8,000) (13)% _________________________________________________ * Natural gas price per unit is net of pipeline charges.
Management evaluates its potential exposures from tax positions taken that have or could be challenged by taxing authorities. These potential exposures result because taxing authorities may take positions that differ from those taken by management in the interpretation and application of statutes, regulations and rules.
These potential exposures result because taxing authorities may take positions that differ from those taken by management in the interpretation and application of statutes, regulations and rules. Management considers the possibility of alternative outcomes based upon past experience, previous actions by taxing authorities (e.g., actions taken in other jurisdictions) and advice from tax experts.
The contract drilling segment generated a $1,027,000 operating loss before general and administrative expenses during fiscal 2024, a decrease in operating results of $599,000 as compared to an operating loss before general and administrative expenses of $428,000 in fiscal 2023.
The oil and natural gas segment generated a $588,000 operating profit in fiscal 2025 before general and administrative expenses, an increase in operating results of $873,000 as compared to a $285,000 operating loss in fiscal 2024.
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, is expected to be minimal.
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. 46 Cash Flows From Continuing Operations Cash flows used in operating activities totaled $1,773,000 for fiscal 2025, as compared to cash flows provided by operating activities of $5,334,000 for fiscal 2024.
This per day volume of oil under this fixed index price contract was equivalent to approximately 35% of Canadian oil gross production per day for the year ended September 30, 2024.
This per day volume of natural gas under this fixed index price contract that will affect the period from November 1, 2025 to March 31, 2026, is equivalent to approximately 58% of Canadian natural gas gross production per day for the year ended September 30, 2025.
Oil and natural gas revenues decreased $1,980,000 (10%) from $19,376,000 in fiscal 2023 to $17,396,000 in fiscal 2024, primarily due to significant decreases in natural gas, oil, and natural gas liquid prices, which decreased 47%, 5%, and 9%, respectively, as compared to the same period in the prior year.
Oil and natural gas revenues decreased $3,833,000 (22%) from $17,396,000 in fiscal 2024 to $13,563,000 in fiscal 2025, primarily due primarily due to decreases in natural gas, oil, and natural gas liquids production, which decreased 18%, 14%, and 13%, respectively, in the current year period as compared to the same period in the prior year.
This discussion should be read in conjunction with the consolidated financial statements and related Notes to Consolidated Financial Statements included in this report.
This discussion should be read in conjunction with the consolidated financial statements and related Notes to Consolidated Financial Statements included in this report. On March 14, 2025, the Company entered into and completed the sale of its wholly-owned subsidiary, Water Resources.
The decrease in oil and natural gas operating expenses was partially offset by an increase in costs due to higher production and an increase in workovers and maintenance costs in the current year period as compared to the same period in the prior year.
Oil and natural gas operating expenses decreased $883,000 (9%) from $9,849,000 in fiscal 2024 to $8,966,000 in fiscal 2025, primarily due to decreases in production in the current year, partially offset by an increase in workovers in the current year, as compared to the prior year.
The adjustment in operating cash flows due to the effect of changes in current assets and liabilities was an increase of $2,780,000 in the current year period as compared to a decrease of $393,000 in the prior year period.
The change was also due to the effect of changes in current assets and liabilities which was an increase of $2,100,000 in the prior year period as compared to $224,000 in the current year period. Cash flows used in investing activities totaled $352,000 for fiscal 2025, as compared to cash flows used in investing activities of $2,819,000 for fiscal 2024.
From the sales proceeds, $38,000 was remitted directly to the Canada Revenue Agency by the buyers for potential amounts due for Barnwell’s Canadian income taxes related to the sale.
The sales price per the agreement was adjusted for customary purchase price adjustments to $292,000 in order to, among other things, reflect an economic effective closing date of September 30, 2024. From the sales proceeds, $38,000 was remitted directly to the Canada Revenue Agency by the buyers for potential amounts due for Barnwell’s Canadian income taxes related to the sale.
The $560,000 change in financing cash flows was due to a decrease of $599,000 in payment of dividends, partially offset by an increase of $69,000 in distributions to non-controlling interests in the current year period as compared to the same period in the prior year. Cash Dividends No dividends were declared or paid during the year ended September 30, 2024.
The $58,000 change in financing cash flows was due to a decrease of $226,000 in distributions to non-controlling interests, partially offset by $168,000 in repayments for insurance premium financing in the current year period as compared to none the same period in the prior year.
Cash outlays for capital expenditures are largely discretionary, however, a minimum level of capital expenditures is required to replace depleting reserves.
Cash outlays for capital expenditures are largely discretionary, however, a minimum level of capital expenditures is required to replace depleting reserves. Due to the nature of oil and natural gas exploration and development, significant uncertainty exists as to the ultimate success of any drilling effort.
Income taxes The components of loss before income taxes, after adjusting the loss for non-controlling interests, are as follows: Year ended September 30, 2024 2023 United States $ (2,820,000) $ (2,414,000) Canada (2,532,000) 1,400,000 $ (5,352,000) $ (1,014,000) Barnwell’s effective consolidated income tax rate for fiscal 2024, after adjusting loss before income taxes for non-controlling interests, was (4)%, as compared to an effective consolidated income tax benefit rate of 5% for fiscal 2023.
Cumulative distributions received from the Kukio Resort Land Development Partnerships in excess of our investment balance was $106,000 at September 30, 2025 and $373,000 at September 30, 2024. 44 Income taxes The components of loss from continuing operations before income taxes, after adjusting the loss for non-controlling interests, are as follows: Year ended September 30, 2025 2024 United States $ (5,980,000) $ (1,360,000) Canada (1,064,000) (2,532,000) $ (7,044,000) $ (3,892,000) Barnwell’s effective consolidated income tax rate from continuing operations for fiscal 2025, after adjusting loss from continuing operations before income taxes for non-controlling interests, was (1)%, as compared to an effective consolidated income tax rate of (5)% for fiscal 2024.

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