Barnwell Industries Sells Remaining Hawaii Development Interests for $1.7M

What Happened
Barnwell Industries, Inc. announced on Form 8‑K (filed Sept 16, 2026) that it completed the sale of its remaining Hawaii development interests on September 15, 2026 pursuant to a Purchase and Sale Agreement dated July 31, 2026. The buyer was David Johnston. The closing effectively completes Barnwell’s exit from its known Hawaii real‑estate‑related interests, subject to minor winding‑up tasks.

Key Details

• Gross purchase price: $1,770,000 in cash, allocated $770,000 to the Partner Interests and $1,000,000 to KD Project Rights and termination rights.
• Net proceeds: after minority interest adjustments, Barnwell estimates ~$1.54 million; plus ~$0.14 million of pre‑closing distributions, for total cash receipts of ~ $1.7 million.
• Assets sold: BHP’s 34.45% limited partner interest in KKM Makai, LLLP; BHP’s 75% general partner interest in KD Kona 2013 LLLP; KD’s rights in KD Acquisition II and Increment 2 of Lot 4‑A at Ka‘upulehu; and KD’s rights under an Agreement to Terminate Project Rights.
• Deal terms and protections: Partner Interests sold “AS‑IS”; sellers’ reps survive six months; each seller’s liability capped at 10% of the purchase price allocated to its assets (with a $25,000 claim threshold) and certain damages excluded (except for actual common‑law fraud). The buyer indemnifies the sellers for specified liabilities and has agreed to indemnify sellers against any commission claim by Terry Johnston.

Why It Matters
This transaction marks Barnwell’s exit from its last known Hawaii real‑estate investments, converting those assets into roughly $1.7M cash. For investors, that reduces the company’s exposure to Hawaii property operations and generates cash that management can redeploy or use for winding up remaining related entities. The filing also discloses limited seller warranties and liability caps, and an indemnity from the buyer addressing a potential commission claim, which may limit Barnwell’s post‑closing risks.