Byrna Technologies (BYRN) finalizes separation agreement with former President

Rhea-AI Filing Summary

Byrna Technologies Inc. filed an amended current report to describe a finalized separation agreement with former President Luan Pham. His employment previously ended without cause on June 13, 2026, and CEO Conn Davis also assumed the President role.

The Separation Agreement and General Release, signed on June 17, 2026, provides separation payments and benefits generally consistent with Mr. Pham’s offer letter and the company’s Executive Severance Plan. These benefits depend on his signing and not revoking the agreement, which includes a general release of claims and continued compliance with non‑competition, non‑solicitation, confidentiality, non‑disparagement, and related obligations.

8-K Event Classification

2 items: 5.02, 9.01

2 items

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers Governance

Key personnel changes including departures, elections, or appointments of directors and executive officers.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, and exhibit attachments filed with this report.

Key Figures

Separation Date: June 13, 2026 Agreement date: June 17, 2026 Revocation period: Seven days

3 metrics

Separation Date June 13, 2026 Employment of Luan Pham as President terminated without cause

Agreement date June 17, 2026 Separation Agreement and General Release executed

Revocation period Seven days Revocation period before Separation Agreement becomes effective

Key Terms

Separation Agreement and General Release, general release of claims, restrictive covenants, non-competition, +1 more

5 terms

Separation Agreement and General Release financial

"On June 17, 2026, the Company and Mr. Pham entered into a Separation Agreement and General Release"

general release of claims financial

"includes a general release of claims by Mr. Pham in favor of the Company"

restrictive covenants financial

"continued compliance with the restrictive covenants and other obligations set forth in, or reaffirmed by, the Separation Agreement"

Restrictive covenants are contract terms that limit what a company, its executives, or shareholders can do—like rules that prohibit selling stock, starting a rival business, or taking on certain debts. Think of them as house rules that protect one party’s interests by keeping risky or competitive actions off the table. For investors they matter because these limits affect a company’s flexibility, governance, potential future value and the ease of exiting an investment.

non-competition financial

"including non-competition, non-solicitation, confidentiality, and non-disparagement covenants"

A non-competition is a contractual restriction that prevents a person or business from starting or working in a competing business within a specified time and geographic area after leaving a job or completing a transaction. It matters to investors because it acts like a temporary fence around customers, trade secrets and know‑how, helping protect future revenue and company value; weak or unenforceable restrictions can increase the risk of customer loss and competitive erosion.

Executive Severance Plan financial

"generally consistent with Mr. Pham’s offer letter and the Company’s Executive Severance Plan"

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Understanding 8-K Material Events →

Form 8-K/A date of report 06-15-26 true 0001354866 0001354866 2026-06-15 2026-06-15

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K/A

(Amendment No. 1)

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): June 15, 2026

BYRNA TECHNOLOGIES INC.

(Exact name of registrant as specified in its charter)

Delaware

(State or other jurisdiction of incorporation)

	333-132456		71-1050654
	(Commission File Number)		(IRS Employer Identification No.)

100 Burtt Road, Suite 115

Andover, MA 01810

(Address and Zip Code of principal executive offices)

(978) 868-5011

(Registrant’s telephone number, including area code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of exchange on which registered
Common Stock, $0.001 par value	BYRN	Nasdaq Capital Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

EXPLANATORY NOTE

This Amendment No. 1 on Form 8-K/A (this “Amendment”) amends and supplements the Current Report on Form 8-K of Byrna Technologies Inc. (the “Company”) filed with the Securities and Exchange Commission on June 15, 2026 (the “Original Report”), which reported, among other things, the termination of the employment of Luan Pham as President of the Company, effective June 13, 2026, and the appointment of Conn Davis, the Company’s Chief Executive Officer, to additionally serve as President of the Company. As contemplated by the Original Report, the Company is filing this Amendment solely to report its entry into a separation agreement with Mr. Pham, to describe the material terms thereof, and to file the separation agreement as an exhibit hereto. Except as described in this Amendment, no other changes are made to the Original Report, and this Amendment does not otherwise modify or update any disclosure contained in the Original Report.

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

As previously reported in the Original Report, on June 13, 2026, the employment of Luan Pham as President of the Company terminated without cause (the “Separation Date”). The Original Report stated that the Company expected to enter into a separation agreement with Mr. Pham and that, if and when such agreement was entered into, its material terms would be described in an amendment to the Original Report.

On June 17, 2026, the Company and Mr. Pham entered into a Separation Agreement and General Release (the “Separation Agreement”). The Separation Agreement provides for the separation payments and benefits summarized below, which are generally consistent with Mr. Pham’s offer letter and the Company’s Executive Severance Plan and his participation agreement thereunder. The Company’s obligation to provide these payments and benefits is conditioned upon Mr. Pham’s execution and non-revocation of the Separation Agreement (which includes a general release of claims by Mr. Pham in favor of the Company and the other released parties) and his continued compliance with the restrictive covenants and other obligations set forth in, or reaffirmed by, the Separation Agreement. The Separation Agreement affords Mr. Pham a seven-day revocation period and, subject to his non-revocation, becomes effective on the eighth day following his execution.

Pursuant to the Separation Agreement, and subject to the conditions described above, the Company has agreed to provide Mr. Pham with the following separation payments and benefits:

● cash severance equal to 1.0 times his annual base salary, in the gross amount of $380,000, payable in substantially equal installments over the twelve-month period following the Separation Date in accordance with the Company’s regular payroll practices, with payments commencing on the sixty-first day following the Separation Date;

● a lump-sum pro-rata short-term incentive payment in the gross amount of $145,170, representing a pro-rated portion of his target annual short-term incentive opportunity for the 2026 performance year (based on the portion of the performance year during which he was employed through the Separation Date), payable on the sixty-first day following the Separation Date;

● if Mr. Pham timely elects continuation coverage under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”), reimbursement of the monthly COBRA premiums paid by Mr. Pham for himself and his eligible dependents for a period of up to twelve months following the Separation Date, subject to earlier cessation upon his becoming eligible for substantially similar coverage under another employer’s group health plan or his ceasing to be eligible for COBRA continuation coverage; and

● accelerated vesting in full, as of the Separation Date, of the 20,810 restricted stock units (comprising 10,405 time-based restricted stock units and 10,405 performance-based restricted stock units) granted to Mr. Pham on March 17, 2026 in connection with his promotion, in accordance with the terms of the applicable award agreements (with the volume-weighted average price performance condition applicable to the performance-based restricted stock units deemed waived in accordance with the terms of the applicable award agreement). To the extent required to comply with Section 409A of the Internal Revenue Code of 1986, as amended, settlement of the shares underlying these restricted stock units will be delayed until the first business day following the date that is six months after the Separation Date.

All other unvested equity awards held by Mr. Pham were forfeited as of the Separation Date in accordance with their terms. In addition to the general release of claims, the Separation Agreement contains customary provisions, including Mr. Pham’s reaffirmation of the post-employment restrictive covenants to which he is subject (including non-competition, non-solicitation, confidentiality, and non-disparagement covenants), as well as mutual non-disparagement, cooperation, and return-of-property provisions.

The foregoing description of the Separation Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Separation Agreement, a copy of which is filed as Exhibit 10.1 to this Amendment and is incorporated herein by reference.

Item 9.01.	Financial Statements and Exhibits.
(d)	Exhibits

Exhibit  No.	Description
10.1	Separation Agreement and General Release, dated as of June 17, 2026, by and between Byrna Technologies Inc. and Luan Pham.
104	Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	BYRNA TECHNOLOGIES INC.
Date: June 18, 2026	By:	/s/ Laurilee Kearnes
		Name: Laurilee Kearnes Title: Chief Financial Officer

FAQ

What does Byrna Technologies (BYRN) report in this 8-K/A amendment?

Byrna Technologies reports a finalized Separation Agreement and General Release with former President Luan Pham. The filing amends an earlier report that disclosed his termination without cause and CEO Conn Davis’s additional appointment as President.

When did Byrna Technologies (BYRN) terminate Luan Pham as President?

Byrna Technologies terminated Luan Pham’s employment as President without cause on June 13, 2026. This date is defined as the Separation Date and was initially disclosed in the earlier current report referenced in this amendment.

When was the separation agreement with Luan Pham signed by Byrna Technologies (BYRN)?

The company and Luan Pham entered into the Separation Agreement and General Release on June 17, 2026. This agreement formalizes separation payments and benefits consistent with his offer letter and the Executive Severance Plan.

What conditions must Luan Pham meet to receive separation benefits from Byrna Technologies (BYRN)?

Separation benefits require his execution and non-revocation of the Separation Agreement and his continued compliance with restrictive covenants. These include non-competition, non-solicitation, confidentiality, non-disparagement, cooperation, and other reaffirmed post-employment obligations.

What happens during the revocation period in Byrna Technologies’ (BYRN) separation agreement with Luan Pham?

The Separation Agreement provides a seven-day revocation period for Luan Pham. If he does not revoke during this period, the agreement becomes effective on the eighth day following his execution of the document.

How were Luan Pham’s equity awards treated by Byrna Technologies (BYRN)?

All of Luan Pham’s unvested equity awards were forfeited as of the June 13, 2026 Separation Date. This treatment occurred in accordance with the existing terms of those equity award agreements.

Where can investors find the full separation agreement between Byrna Technologies (BYRN) and Luan Pham?

The full Separation Agreement and General Release is filed as Exhibit 10.1 to this amended current report. The filing incorporates the complete agreement by reference for detailed review.

Filing Exhibits & Attachments

5 documents

Agreements & Contracts

• EX-10.1 EXHIBIT 10.1 86.9 KB

Other Documents

• EX-101 XBRL TAXONOMY EXTENSION SCHEMA 3.5 KB
• EX-101 XBRL TAXONOMY EXTENSION DEFINITION LINKBASE 11.5 KB
• EX-101 XBRL TAXONOMY EXTENSION LABEL LINKBASE 15.5 KB
• EX-101 XBRL TAXONOMY EXTENSION PRESENTATION LINKBASE 11.7 KB