Designed to Prevent "Creeping" Control and Protect the Long-Term Value for All Shareholders
HONOLULU, HI / ACCESS Newswire / January 30, 2026 / Barnwell Industries, Inc. (NYSE:BRN) ("Barnwell or the "Company") today announced that the Board of Directors (the "Board") of Barnwell has adopted a limited-duration shareholder rights plan ("Rights Plan") designed to protect the interests of the Company and all of its shareholders. Barnwell's existing limited-duration rights plan expired on January 26, 2026. The Rights Plan also is intended to provide the Board with sufficient time to make informed judgments and take actions that are in the best interests of Barnwell and all of its shareholders.
The Rights Plan is designed to enable Barnwell's shareholders to realize the long-term value of their investment, provide an opportunity for shareholders to receive fair and equal treatment in the event of any proposed takeover of Barnwell and guard against tactics to gain control, including "creeping control," of Barnwell without paying shareholders an appropriate premium for that control. The Rights Plan is not intended to deter good faith offers to purchase its shares or preclude the Board from taking action that it believes is in the best interest of the Company and its shareholders.
The Rights Plan is similar Barnwell's recently expired rights plan and to other common stock rights plans adopted by other publicly held companies. Under the Rights Plan, Barnwell will issue one right for each Barnwell common share outstanding as of the close of business on February 13, 2026. All shareholders will receive one right for each share owned. The rights will initially trade with Barnwell's common stock and will become exercisable only if a person acquires 20% or more of Barnwell's outstanding common stock. Any shareholders with beneficial ownership of 20% or more of Barnwell's outstanding common stock prior to this announcement are grandfathered at their beneficial ownership levels at the date the Rights Plan was adopted but are not permitted to acquire additional common stock representing 0.25% or more of the outstanding common stock, subject to limited exceptions, without triggering the Rights Plan. The Rights Plan is effective immediately and will expire on July 29, 2026, unless the rights are earlier redeemed or exchanged.
The Rights Plan was adopted, in part, due to the continued existence of a significant shareholder whose ownership level exceeds the triggering threshold under the Rights Plan, as reflected in publicly available filings, and is intended to ensure that all shareholders are treated fairly and equally.