Company Update

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): March 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 8.01 Other Events   On March 19, 2025, Barnwell Industries, Inc. issued a press release relating to the consent solicitation materials filed by Ned L. Sherwood, MRMP-Managers LLC and Ned L. Sherwood Revocable Trust. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K.   Item 9.01 Financial Statements and Exhibits .   (d) Exhibits   Exhibit No. Description     99.1 Press release dated March 19, 2025     104 Cover Page Interactive Data File (embedded within the Inline XBRL document) 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:  March 19, 2025     BARNWELL INDUSTRIES, INC.       By: /s/ Alexander C. Kinzler     Name: Alexander C. Kinzler     Title: Secretary and General Counsel Exhibit Index   Exhibit No. Description     99.1 Press release dated March 19, 2025     104 Cover Page Interactive Data File (embedded within the Inline XBRL document)