SCHEDULE: Sherwood Reduces Barnwell Industries Stake

Ned L. Sherwood and affiliated entities have reduced their beneficial ownership in Barnwell Industries Inc. to 21.85% through recent open market sales.

Summary

• Ned L. Sherwood and affiliated entities (MRMP-Managers LLC and Ned L. Sherwood Revocable Trust) beneficially own 2,685,792.69 shares of Barnwell Industries Inc. Common Stock.
• This represents approximately 21.85% of the company's outstanding shares.
• The percentage ownership is based on 10,073,534 shares outstanding as of August 11, 2025, plus 2,221,141 shares issued in a recent offering reported on November 26, 2025.
• MRMP-Managers LLC sold 174,587.448 shares on December 2, 2025, at a weighted average price of $1.15.
• Ned L. Sherwood Revocable Trust sold 13,743 shares on December 2, 2025, at a price of $1.14.
• MRMP-Managers LLC sold an additional 131,910 shares on December 3, 2025, at a weighted average price of $1.10.
• These transactions were explicitly stated to be for tax planning purposes.

Sentiment

Score: 5

Explanation: The sentiment is neutral. While a major shareholder selling shares can be seen negatively, the explicit reason of 'tax planning purposes' mitigates concerns about the company's fundamentals. The company also recently completed a capital raise, which is a separate event.

Positives

• The reporting person's stated reason for selling shares is 'tax planning purposes,' which suggests the sales are not necessarily a reflection of a negative view on the company's fundamentals.

Negatives

• A significant beneficial owner reducing their stake could be perceived negatively by the market, potentially signaling a lack of conviction or a shift in investment strategy, despite the stated reason.
• The sales occurred at prices ranging from $1.07 to $1.18, which might be below previous highs, indicating a willingness to sell at current market prices.

Risks

• The reduction in ownership by a major shareholder could lead to increased market volatility for Barnwell Industries Inc. stock.
• A decrease in a significant shareholder's stake might reduce their influence on corporate governance or strategic decisions, potentially altering the company's future direction.

Future Outlook

NA

Industry Context

This filing is specific to a major shareholder's activity and does not provide broader industry context or trends.

Stakeholder Impact

• Shareholders may experience short-term price volatility due to the sales by a significant holder. The reduction in a major shareholder's stake could also alter the balance of power in future shareholder votes.

Key Dates

Recommendation

While a significant shareholder reducing their stake might typically signal a negative outlook, the explicit mention of 'tax planning purposes' as the reason for the sales suggests it is not a reflection of the company's operational performance or future prospects. Investors should hold and monitor future filings for any changes in the reporting person's intentions or the company's performance. The recent capital raise by the company is a separate event that would require further analysis of its terms and use of proceeds.

Keywords

Barnwell Industries, Ned L. Sherwood, Schedule 13D, Beneficial Ownership, Share Sales, MRMP-Managers LLC, Ned L. Sherwood Revocable Trust, Common Stock, SEC Filing, Tax Planning