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STOCKHOLDERS' EQUITY
 6 Months Ended
Mar. 31, 2026
Equity [Abstract]  
STOCKHOLDERS' EQUITY STOCKHOLDERS' EQUITY
 
Private Placement Offering

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

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

In connection with the transaction, and conditioned upon the Closing, one of the Purchasers, Mr. Bradley L. Radoff, had the right to appoint a director to the Company’s board of directors. Accordingly, the Company has appointed Mr. Radoff’s designee, Mr. Joshua E. Schechter, to the Board of Directors, effective November 28, 2025, to serve until the Company’s next annual meeting of stockholders.
The Company filed a registration statement on Form S-3 (File No. 333-292684) with the Securities and Exchange Commission (the "SEC") on January 12, 2026 ("January 2026 Registration Statement"), which was declared effective on January 30, 2026. The registration statement includes a resale prospectus covering up to 3,250,245 shares of the Company’s common stock issued or issuable pursuant to the Purchase Agreement, consisting of 2,221,141 shares of common stock and up to 1,029,104 Warrant Shares, which may be offered from time to time by the selling stockholders named therein.

At-the-Market Equity Offering Program

The aforementioned January 2026 Registration Statement also included a "shelf prospectus" pursuant to which the Company may offer and sell up to $50,000,000 in securities, in aggregate. On February 25, 2026, the Company entered into a sales agreement (the "Sales Agreement") with Roth Capital Partners, LLC (the "Sales Agent"), relating to the shares of our common stock, par value $0.50 per share, under which the Company may, from time to time, sell shares of the Company’s common stock having an aggregate offering price of up to $50,000,000 in “at the market” offerings through or to the Sales Agent. Due to the offering limitations applicable to the Company under General Instruction I.B.6. of Form S-3 and the Company's public float as calculated in accordance therewith as of February 25, 2026, the Company agreed to limit the issuance and sales of securities under this facility to $3,200,000 worth of shares of common stock. The Company issued and sold an aggregate of 926,403 shares under this agreement during the three months ended March 31, 2026. The gross proceeds received from this Sales Agreement throughout the period totaled $1,133,000 reflecting an average gross sales price of $1.22 per share. Net proceeds totaled $957,000, with $28,000 in commissions and $148,000 in fees associated with issuance costs, including legal and accounting costs.

Common Stock Issued for Services

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

Stock Options

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

Number of shares185,000
Expected volatility62.0%
Expected dividendsNone
Expected term (in years)6.0
Risk-free interest rate3.61%
Expected forfeituresNone
Fair value per share$0.73

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

The following table summarizes Barnwell’s equity-classified stock options activity from October 1, 2025 through March 31, 2026:

OptionsSharesWeighted-
Average
Exercise Price		Weighted-
Average
Remaining
Contractual Term		Aggregate
Intrinsic Value
Outstanding at October 1, 2025
415,000 $3.38   
Granted185,000 1.21   
Exercised— —   
Expired/Forfeited(160,000)3.45   
Outstanding at March 31, 2026
440,000 $2.44 6.8$— 
Exercisable at March 31, 2026
255,000 $3.33 4.9$— 

Compensation cost for stock option awards is measured at the grant date based on the fair value of the award and is recognized as an expense over the requisite service period. During the three and six months ended March 31, 2026, the Company recognized share-based compensation expense related to stock options of $20,000 and $35,000, respectively. There was no share-based compensation expense related to stock options during the three and six months ended March 31, 2025. The remaining unrecognized compensation cost related to stock options as of March 31, 2026 was $99,000 (nil - September 30, 2025).

Restricted Stock Units

On October 8, 2025, the Board granted a total of 133,335 restricted stock units to the independent directors of the Board as partial payment of director fees for their service as members of the Board. The restricted stock units vest ratably over a three-year period, subject to the director’s continued service through the applicable vesting dates.

On October 27, 2025, the Board granted a total of 83,208 restricted stock unit awards pursuant to the Employment Agreement, vesting according to the following schedule: 34% of the total on October 27,
2026; 33% of the total on October 27, 2027; and 33% of the total on October 27, 2028, subject to the director’s continued service through the applicable vesting dates.

On December 3, 2025, the Board granted a total of 43,860 restricted stock units to the appointed independent director of the Board as partial payment of director fees for his service as a member of the Board. The restricted stock units vest ratably over a three-year period, subject to the director’s continued service through the applicable vesting dates.

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

On January 26, 2026, the Board granted a total of 75,000 shares of restricted stock to an independent consultant as payment for consulting services rendered to the Company. The restricted shares vest in equal monthly installments over a one‑year period beginning in January 2026, subject to the consultant’s continued service through the applicable vesting dates.
The following table summarizes Barnwell’s restricted stock unit activity from October 1, 2025 through March 31, 2026:
Restricted Stock UnitsSharesWeighted-Average
Grant Date
Fair Value
Nonvested at October 1, 2025
154,174 $2.07 
Granted363,441 1.22 
Vested
(40,750)1.43 
Forfeited— — 
Nonvested at March 31, 2026
476,865 $1.48 


Compensation cost for restricted stock unit awards is measured at fair value and is recognized as an expense over the requisite service period. During the three and six months ended March 31, 2026, the Company recognized share-based compensation expense related to restricted stock units of $108,000 and $187,000, respectively. During the three and six months ended March 31, 2025, the Company recognized share-based compensation expense related to restricted stock units of $60,000 and $129,000, respectively. As of March 31, 2026, the total remaining unrecognized compensation cost related to nonvested restricted stock units was $407,000, which is expected to be recognized over the weighted-average remaining requisite service period of 1.2 years.

Limited-Duration Shareholder Rights Plan

On January 26, 2026, the Company’s then-existing shareholder rights plan expired in accordance with its terms.

As of January 30, 2026, the Company adopted a new shareholder rights plan (“Rights Plan”) by entering into a Rights Agreement (the “Rights Agreement”), dated as of January 30, 2026, between the Company and Broadridge Corporate Issuer Solutions, LLC, as rights agent. Pursuant to the Rights Plan, the Board authorized and declared a dividend distribution of one right (each, a “Right”) for each
outstanding share of common stock, payable to holders of record as of the close of business on February 13, 2026 (the “Record Date”).

Under the Rights Agreement, each outstanding share of common stock carries one preferred share purchase right. Subject to certain exceptions, the Rights become exercisable if a person or group acquires beneficial ownership of 20% or more of the Company’s outstanding common stock. Shareholders who beneficially owned 20% or more of the Company’s outstanding common stock as of the adoption date of the Rights Plan will not trigger the Rights Plan unless they acquire beneficial ownership of additional shares representing more than 0.25% of the Company’s outstanding common stock, subject to certain exceptions. The Rights Plan expires on July 29, 2026, unless earlier redeemed, exchanged, or terminated in accordance with the Rights Agreement.

The preceding description of the Rights Agreement is qualified in its entirety by reference to the full text of the Rights Agreement, a copy of which has been filed as Exhibit 4.1 to the Company’s Current Report on Form 8-K that was filed with the SEC on January 30, 2026.