UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549

FORM 8-K

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

Date of Report (Date of earliest event reported): September 19, 2025

BARNWELL INDUSTRIES, INC.
(Exact Name of Registrant as Specified in its Charter)

Delaware
1-5103
72-0496921
(State or other jurisdiction of Incorporation)
(Commission File Number)
(IRS Employer Identification No.)

1100 Alakea Street, Suite 500
Honolulu, Hawaii 96813
(Address of Principal Executive Offices) (Zip Code)

(808) 531-8400
(Registrant’s Telephone Number, Including Area Code)

Not Applicable
(Former Name or Former Address, if Changed Since Last Report)

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

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

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

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

☐
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:

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

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).  Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 5.07
Submission of Matters to a Vote of Security Holders
 
At the 2025 Annual Meeting of Stockholders of Barnwell Industries, Inc. (the “Company”) held on September 19, 2025, the stockholders of the Company entitled to vote at the meeting voted to (i) elect the four individuals named below to serve as directors of the Company to hold office until the next Annual Meeting of Stockholders and until their successors have been duly elected and qualified and (ii) to ratify the appointment of Weaver and Tidwell, L.L.P as the Company’s independent registered public accounting firm for the fiscal year ending September 30, 2025.

1)
The votes cast by stockholders with respect to the election of directors were as follows:

 
For
  
Withheld Authority
  
Broker non-vote
Kenneth S. Grossman
2,777,078
  
808,666
  
646,363
Joshua S. Horowitz
2,915,122
  
670,622
  
646,363
Craig D. Hopkins
3,429,587
  
156,157
  
646,363
Philip J. McPherson
3,429,737
  
156,007
  
646,363

2)
The votes cast by stockholders with respect to the proposal to ratify the appointment of Weaver and Tidwell, LLP as the Company’s independent registered public accounting firm for the fiscal year ending September 30, 2025 were as follows:

For
  
Against
  
Abstain
  
Broker non-vote
4,149,548
  
23,624
  
58,935
  
0

SIGNATURE
 
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
 
Dated:  September 19, 2025

 
BARNWELL INDUSTRIES, INC.
   
 
By:
/s/ Russell M. Gifford
   
Name:
Russell M. Gifford
   
Title:
Executive Vice President and Chief Financial Officer