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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 12b-25
NOTIFICATION OF LATE FILING
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SEC FILE NUMBER
1-5103
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CUSIP NUMBER
068221100
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(Check one):
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☐ Form 10-K
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☐ Form 20-F
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☐ Form 11-K
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☒ Form 10-Q
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☐ Form 10-D
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☐ Form N-CEN
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☐ Form N-CSR
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For Period Ended:
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December 31, 2025
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☐
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Transition Report on Form 10-K
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☐
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Transition Report on Form 20-F
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☐
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Transition Report on Form 11-K
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☐
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Transition Report on Form 10-Q
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☐
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For the Transition Period Ended:
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Nothing in this form shall be construed to imply that the Commission has verified any information contained herein.
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If the notification relates to a portion of the filing checked above, identify the Item(s) to which the notification relates:
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BARNWELL INDUSTRIES, INC.
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Full Name of Registrant
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N/A
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Former Name if Applicable
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24 Greenway Plaza, Suite 1800Q
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Address of Principal Executive Office (Street and Number)
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Houston, Texas 77046
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City, State and Zip Code
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If the subject report could not be filed without unreasonable effort or expense and the registrant seeks relief pursuant to Rule 12b-25(b), the following should be completed. (Check box if
appropriate)
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(a) The reason described in reasonable detail in Part III of this Form could not be eliminated without unreasonable effort or expense;
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☒
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(b) The subject annual report, semi-annual report, transition report on Form 10-K, Form 20-F, Form 11-K, Form N-CEN or Form N-CSR, or portion thereof, will be filed on or before the fifteenth calendar day
following the prescribed due date; or the subject quarterly report or transition report on Form 10-Q or subject distribution report on Form 10-D, or portion thereof, will be filed on or before the fifth calendar day following the prescribed
due date; and
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(c) The accountant’s statement or other exhibit required by Rule 12b-25(c) has been attached if applicable.
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PART III — NARRATIVE
State below in reasonable detail why Forms 10-K, 20-F, 11-K, 10-Q, 10-D, N-CEN, N-CSR, or the transition report or portion thereof, could not be filed within the prescribed
time period.
Barnwell Industries, Inc. (the “Company”) has determined that it will be unable to file its Quarterly Report on Form 10-Q for the quarter ended December 31, 2025 (the
“Quarterly Report”), within the prescribed time period without unreasonable effort or expense.
During the preparation of its financial statements for its fiscal quarter ended December 31, 2025, the Company experienced recent changes in its internal accounting personnel and related
transitions of responsibilities due to unanticipated resignations and employee health issues, which temporarily disrupted aspects of the quarter-end close and review process. As a result, additional time is required to complete management’s review
of the financial statements and related disclosures to ensure their accuracy and completeness.
The Company currently expects to file its Quarterly Report within the five-calendar day extension provided by Rule 12b-25.
Forward-Looking Statements
This Form 12b-25 includes “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as
amended that involve risks and uncertainties, including statements regarding the Company’s expected date of filing the Quarterly Report. Forward-looking statements are based on current expectations but are subject to risks and uncertainties that
could cause actual results to differ materially from those indicated, including but not limited to risks and uncertainties related to the completion of matters necessary to permit the filing of the Quarterly Report. There can be no assurance that
these forward-looking statements will be achieved, and actual results could differ materially from those suggested by such forward-looking statements.
PART IV — OTHER INFORMATION
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Name and telephone number of person to contact in regard to this notification
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Philip F. Patman, Jr.
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(713)
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730-7026
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(Name)
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(Area Code)
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(Telephone Number)
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Have all other periodic reports required under Section 13 or 15(d) of the Securities Exchange Act of 1934 or Section 30 of the Investment Company Act of 1940 during the preceding 12 months or for such shorter
period that the registrant was required to file such report(s) been filed? If answer is no, identify report(s). ☒ Yes ☐ No
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Is it anticipated that any significant change in results of operations from the corresponding period for the last fiscal year will be reflected by the earnings statements to be included in the subject report
or portion thereof?
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☐ Yes ☒ No
If so, attach an explanation of the anticipated change, both narratively and quantitatively, and, if appropriate, state the reasons why a reasonable estimate of the results
cannot be made.
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BARNWELL INDUSTRIES, INC.
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(Name of Registrant as Specified in Charter)
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has caused this notification to be signed on its behalf by the undersigned hereunto duly authorized.
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Date
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February 17, 2026
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By:
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/s/ Philip F. Patman, Jr.
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| Name: | Philip F. Patman, Jr. | ||||
| Title: | Executive Vice President, | ||||
| Chief Financial Officer and Treasurer | |||||
Intentional misstatements or omissions of fact constitute Federal Criminal Violations (See 18 U.S.C. 1001).