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Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
Checkbox not checked   Rule 13d-1(b)
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X0202 SCHEDULE 13D/A 0000921895-25-003243 0001380585 XXXXXXXX LIVE 2 Common Stock, $0.50 par value 04/09/2026 false 0000010048 068221100 BARNWELL INDUSTRIES INC 24 GREENWAY PLAZA SUITE 1800Q HOUSTON TX 77046 BRADLEY L. RADOFF 713-482-2196 2727 Kirby Drive, Unit 29L Houston TX 77098 RYAN NEBEL 212-451-2300 OLSHAN FROME WOLOSKY LLP 1325 Avenue of the Americas New York NY 10019 0001496916 N Radoff Family Foundation WC N TX 0.00 840135.00 0.00 840135.00 840135.00 N 5.8 CO 0001380585 N Radoff Bradley Louis AF PF N X1 840136.00 840135.00 840136.00 840135.00 1680271.00 N 11.4 IN Common Stock, $0.50 par value BARNWELL INDUSTRIES INC 24 GREENWAY PLAZA SUITE 1800Q HOUSTON TX 77046 This Amendment No. 2 to the Schedule 13D was triggered solely due to a change in the number of outstanding Shares of the Issuer. Item 5(a) is hereby amended and restated to read as follows: The aggregate percentage of Shares reported owned by the Reporting Persons is based upon 14,233,259 Shares outstanding as of April 9, 2026, which is the total number of Shares outstanding as disclosed in the Issuer's Prospectus Supplement filed pursuant to Rule 424(b)(5) with the Securities and Exchange Commission on April 9, 2026, plus the Shares underlying the Common Warrants that are exercisable by the Reporting Persons within the next 60 days, as applicable. As of the date hereof, the Radoff Foundation directly beneficially owned 840,135 Shares, including 280,045 Shares underlying the Common Warrants, constituting approximately 5.8% of the Shares outstanding. As of the date hereof, Mr. Radoff directly beneficially owned 840,136 Shares, including 280,045 Shares underlying the Common Warrants, constituting approximately 5.8% of the Shares outstanding. Mr. Radoff, as a director of the Radoff Foundation, may be deemed to beneficially own the 840,135 Shares beneficially owned by the Radoff Foundation, which, together with the Shares he directly beneficially owns, constitutes an aggregate of 1,680,271 Shares, constituting approximately 11.4% of the Shares outstanding. The filing of this Schedule 13D shall not be deemed an admission that the Reporting Persons are, for purposes of Section 13(d) of the Exchange Act, the beneficial owners of any securities of the Issuer that he or it does not directly own. Each Reporting Person disclaims beneficial ownership of the Shares that he or it does not directly own. Item 5(c) is hereby amended and restated to read as follows: There have been no transactions in the securities of the Issuer by the Reporting Persons since the filing of Amendment No. 1 to the Schedule 13D. Radoff Family Foundation /s/ Bradley L. Radoff Bradley L. Radoff, Director 04/14/2026 Radoff Bradley Louis /s/ Bradley L. Radoff Bradley L. Radoff 04/14/2026