BARNWELL INDUSTRIES INC 8-K

What Happened
Barnwell Industries, Inc. announced it adopted a shareholder rights plan and declared a dividend of one Right for each outstanding share of its common stock, payable to holders of record as of the close of business on February 13, 2026. The Rights Agreement is dated January 30, 2026, and names Broadridge Corporate Issuer Solutions, LLC as rights agent. Each Right (when exercisable) initially entitles the holder to buy one share of common stock at a purchase price of $7.00, subject to adjustment.

Key Details

• Record Date: February 13, 2026 — one Right per outstanding common share will be distributed.
• Purchase Price: $7.00 per share upon exercise (subject to customary anti-dilution adjustments).
• Distribution/Trigger: Rights separate from the stock and become exercisable on the Distribution Date, which is generally the 10th business day after public announcement that any person or group has acquired 20%+ beneficial ownership (beneficial ownership includes certain derivatives), or the 10th business day after the start of a tender/exchange offer that would result in 20%+ ownership.
• Expiration & Redemption: Rights expire July 29, 2026 unless earlier redeemed, exchanged or terminated. The Board may redeem all Rights at $0.001 per Right (subject to conditions). The Board may also exchange Rights for one share of common stock per Right under specified conditions prior to a 50% ownership change.

Why It Matters
This is an anti-takeover measure designed to protect existing shareholders and give the Board time to respond to attempts to gain control without Board approval. If someone crosses the plan’s 20% trigger, the Rights can substantially dilute that acquiror’s stake and/or convert into shares of an acquirer in certain transactions — which can discourage hostile bids or unsolicited changes. Investors should note the Record Date, the $7.00 exercise price, the 20% trigger (including certain derivatives), and the July 29, 2026 expiration when assessing potential impacts on corporate control or future transactions.