424B5 1 ny20066494x1_424b5.htm 424B5

Filed Pursuant to Rule 424(b)(5)

Registration No.: 333-292684

PROSPECTUS SUPPLEMENT

(To Prospectus dated January 30, 2026)

BARNWELL INDUSTRIES, INC.

Up to $3,200,000 of Common Stock

We have entered into a Sales Agreement (the “Sales Agreement”), dated February 25, 2026, with Roth Capital Partners, LLC (the “Sales Agent”), relating to the shares of our common stock, par value $0.50 per share (“Common Stock”), offered by this prospectus supplement. In accordance with the terms of the Sales Agreement, we may offer and sell shares of our Common Stock having an aggregate offering price of up to $50,000,000 from time to time through or to the Sales Agent, as agent or principal. However, due to the offering limitations applicable to us under General Instruction I.B.6. of Form S-3 and our public float calculated in accordance therewith as of the date of this prospectus supplement, and in accordance with the terms of the sales agreement, we are offering shares of our common stock having an aggregate gross sales price of up to $3,200,000 pursuant to this prospectus supplement and the accompanying prospectus. If our public float increases such that we may sell additional amounts under the sales agreement and the registration statement of which this prospectus supplement and the accompanying prospectus are a part, we will file another prospectus supplement prior to making additional sales.

Sales of Common Stock, if any, under this prospectus supplement and the accompanying prospectus may be made in transactions that are deemed to be “at-the-market offerings” as defined in Rule 415 under the Securities Act of 1933, as amended (the “Securities Act”). The Sales Agent is not required to sell any specific number or dollar amount of shares, but will act as sales agent on a commercially reasonable efforts basis consistent with its normal trading and sales practices. There is no arrangement for funds to be received in any escrow, trust or similar arrangement.

We will pay the Sales Agent a commission of up to 2.5% of the gross sales price per share of Common Stock issued by us and sold through them as our Sales Agent under the Sales Agreement. In connection with the sale of Common Stock on our behalf, the Sales Agent will be deemed to be an “underwriter” within the meaning of the Securities Act and the compensation to the Sales Agent will be deemed to be underwriting commissions or discounts. We have also agreed to provide indemnification and contribution to the Sales Agent with respect to certain liabilities, including liabilities under the Securities Act.

Investing in our common stock involves risks. See “Risk Factors” on page S-5 of this prospectus supplement and on page 2 of the accompanying prospectus concerning factors you should consider before investing in our common stock.

Our Common Stock is listed on the NYSE American LLC (“NYSE American”) under the symbol “BRN.” On February 20, 2026 the last reported sale price of our Common Stock on NYSE American was $1.01 per share.

The aggregate market value of our outstanding Common Stock held by non-affiliates was approximately $9,743,507, which was calculated based on 12,566,314 shares of outstanding common stock as of February 20, 2026 held by non-affiliates multiplied by a price per share of $1.17, the closing price of our Common Stock on January 27, 2026. Pursuant to General Instruction I.B.6 of Form S-3, in no event will we sell shares of our Common Stock pursuant to this prospectus supplement with a value of more than one-third of the aggregate market value of our Common Stock held by non-affiliates, or $3,247,836, in any 12 month period, so long as the aggregate market value of our outstanding Common Stock held by non-affiliates remains below $75 million. During the 12 calendar months prior to and including the date of this prospectus supplement, we have not offered or sold any securities pursuant to General Instruction I.B.6 of Form S-3.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or passed upon the accuracy or adequacy of this prospectus supplement. Any representation to the contrary is a criminal offense.

Roth Capital Partners

The date of this prospectus supplement is February 25, 2026.


			Page
ABOUT THIS PROSPECTUS SUPPLEMENT			S-ii
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS			S-1
PROSPECTUS SUPPLEMENT SUMMARY			S-2
THE OFFERING			S-4
RISK FACTORS			S-5
USE OF PROCEEDS			S-7
DIVIDEND POLICY			S-8
DILUTION			S-9
PLAN OF DISTRIBUTION			S-10
LEGAL MATTERS			S-12
EXPERTS			S-12
WHERE YOU CAN FIND MORE INFORMATION			S-13
INCORPORATION OF DOCUMENTS BY REFERENCE			S-14


			Page
ABOUT THIS PROSPECTUS			ii
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS			iii
ABOUT BARNWELL INDUSTRIES, INC.			1
RISK FACTORS			2
USE OF PROCEEDS			3
DESCRIPTION OF COMMON STOCK			4
DESCRIPTION OF WARRANTS			5
DESCRIPTION OF RIGHTS			6
DESCRIPTION OF UNITS			7
PLAN OF DISTRIBUTION			8
LEGAL MATTERS			10
EXPERTS			10
WHERE YOU CAN FIND MORE INFORMATION			11
INFORMATION INCORPORATED BY REFERENCE			12


Assumed public offering price per share			$1.01
Historical net tangible book value (deficit) per share as of December 31, 2025			$0.65
Increase in net tangible book value (deficit) per share attributable to this offering			$0.25
As adjusted net tangible book value (deficit) per share as of December 31, 2025, after giving effect to this offering			$0.90
Dilution per share to new investors purchasing shares in this offering			$ (0.11)

SEC Form 424B5 filed by Barnwell Industries Inc.