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Item 2.01 Completion of Acquisition or Disposition of Assets.
On September 15, 2026, Barnwell Industries, Inc. (the “Company”) completed the previously announced sale of its remaining Hawaii development interests pursuant to that certain Purchase and Sale Agreement, dated as of July 31, 2026 (the “Purchase Agreement”), by and among David Johnston, as buyer (the “Buyer”), and each of Barnwell Hawaiian Properties, Inc., a Delaware corporation and wholly owned subsidiary of the Company (“BHP”), and Ka‘upulehu Developments, a Hawaii general partnership for which BHP serves as authorized general partner (“KD”), each severally and not jointly, as sellers (together, the “Sellers”).
At closing, the Sellers sold to the Buyer: (i) BHP’s 34.45% limited partner interest in KKM Makai, LLLP, a Delaware limited liability limited partnership, and BHP’s 75% general partner interest in KD Kona 2013 LLLP, a Delaware limited liability limited partnership (together, the “Partner Interests”); (ii) KD’s rights in KD Acquisition II, LLLP and Increment 2 of Lot 4-A at Ka‘upulehu on the Island of Hawaii under a Retained Rights Agreement dated March 7, 2019 (the “KD Project Rights”); and (iii) KD’s rights under an Agreement to Terminate Project Rights dated November 17, 2025 between the Buyer and KD.
The gross purchase price was $1,770,000 in cash, payable at closing, allocated $770,000 to the Partner Interests and $1,000,000 to the KD Project Rights and the rights under the Agreement to Terminate. After giving effect to the minority interest held by Cambridge Hawaii LP in KD, net consideration to the Company is estimated at approximately $1.54 million. In addition, pre-closing distributions by Ka‘upulehu Makai, LLLP to its partners resulted in further distributions of approximately $0.14 million to the Company. Together, these amounts resulted in total cash receipts to the Company of approximately $1.7 million.
The closing effectively completes the Company’s exit from all of its known remaining Hawaii real-estate-related interests, subject to minimal, administrative winding-up activities. The Company will continue to own BHP and Barnwell Kona Corporation, both Delaware corporations, following the closing and expects to wind up those entities thereafter.
The Buyer, David Johnston, is the son of Terry Johnston, a partner in KD. In addition, the Company understands that a historical arrangement may exist under which Terry Johnston is entitled to a commission equal to 8% of distributions from KD, although no copy of such arrangement has been located. Under the Purchase Agreement, the Buyer has agreed to indemnify the Sellers and their affiliates against any claim by Terry Johnston (or any affiliate of his) that he is entitled to a commission on any portion of the purchase price payable to the Sellers.
The Partner Interests were sold on a strictly “AS-IS” basis. The Sellers’ representations and warranties are limited and survive for six months after closing. Each Seller’s aggregate liability is capped at 10% of the portion of the purchase price allocated to the assets it sold, subject to a $25,000 aggregate claim threshold, and consequential, special, incidental, exemplary and punitive damages and lost profits are excluded. These limitations do not apply to actual common-law fraud by the applicable Seller. The Buyer will indemnify the Sellers and their affiliates from and after closing against liabilities arising out of or relating to the Partner Interests, the KD Project Rights, the Agreement to Terminate, KKM Makai, LLLP or KD Kona 2013 LLLP, whether arising before, on or after closing. The Purchase Agreement is governed by Hawaii law.
EX-99.1 ef20082080_ex99-1.htm EXHIBIT 99.1 Exhibit 99.1
Barnwell Industries Completes Sale of Remaining Hawaii Development Interests
Transaction Completes Company’s Exit from Hawaii and Further Simplifies Portfolio HOUSTON, Texas – September 16, 2026 – Barnwell Industries, Inc. (NYSE American: BRN) today announced that it has completed the previously announced sale of its remaining Hawaii development interests and related project rights.
The transaction had a gross purchase price of approximately $1.77 million, resulting in approximately $1.54 million in net cash proceeds to Barnwell. In connection with the transaction, the applicable partnership also made pre-closing distributions of approximately $0.14 million net to Barnwell. Together, these amounts resulted in total cash receipts to Barnwell of approximately $1.7 million.
The transaction included the sale of Barnwell’s indirect partnership interests in KKM Makai, LLLP and KD Kona 2013 LLLP, which hold interests in the leases covering the Increment 1 and Increment 2 areas of Lot 4-A at Ka‘upulehu on the Island of Hawaii, as well as development rights held by Ka‘upulehu Developments in the Increment 2 area.
With the closing completed, Barnwell has now monetized its remaining Hawaii development interests. The Company expects the limited remaining activities associated with winding up the related Ka‘upulehu Developments partnership and its affairs to be completed promptly and at minimal additional cost.
“This transaction marks an important milestone for Barnwell and completes the monetization of legacy Hawaii assets that we believe no longer represented the best use of our shareholders’ capital,” said Philip Patman, Jr., Chief Financial Officer and a member of Barnwell’s Board of Directors. “We have converted these interests into cash, eliminated associated future capital commitments and further simplified the Company.”