false
0001354866
0001354866
2026-03-03
2026-03-03
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): March 3, 2026
BYRNA TECHNOLOGIES INC.
(Exact name of registrant as specified in its charter)
Delaware
(State or other jurisdiction of incorporation)
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333-132456
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71-1050654
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(Commission File Number)
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(IRS Employer Identification No.)
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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:
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☐
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Securities registered pursuant to Section 12(b) of the Act:
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Title of each class
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Trading Symbol(s)
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Name of exchange on which registered
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Common Stock, $0.001 par value
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BYRN
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Nasdaq Capital Market
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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. ☐
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Item 5.02
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Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
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(b)
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Retirement of Chief Executive Officer and Resignation as Director
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Effective March 2, 2026, Bryan Ganz retired as Chief Executive Officer of Byrna Technologies Inc. (the “Company”) and resigned as a member of the Board of Directors (the “Board”) in accordance with the Qualified Retirement provision of his employment agreement, effective as of September 1, 2023, with the Company. Mr. Ganz’s resignation from the Board was not the result of any disagreement with the Company on any matter relating to the Company’s operations, policies or practices.
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(c) / (d)
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Appointment of Chief Executive Officer and Director; Change in Board Leadership
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Effective March 2, 2026, the Board appointed Conn Davis as Chief Executive Officer of the Company and as a member of the Board. Mr. Davis will serve as a director for a term ending at the next annual meeting of stockholders.
Mr. Davis will have overall responsibility for the management, strategy and performance of the Company.
There are no arrangements or understandings between Mr. Davis and any other person pursuant to which he was selected as Chief Executive Officer or as a director. Mr. Davis does not have any family relationships with any director or executive officer of the Company, as defined in Item 401(d) of Regulation S-K.
Effective March 2, 2026, the Board elected TJ Kennedy to serve as Chair of the Board, succeeding Herbert Hughes. Mr. Hughes stepped down as Chair effective the same date and will continue to serve as a director of the Company.
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(e)
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Compensatory Arrangements for Certain Directors and Officers
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In connection with the Board Chair transition described above, the Board approved (i) an award to Mr. Kennedy of a pro rata portion of the equity compensation payable for service as Board Chair for the period from March 2, 2026 through the date of the Company’s 2026 annual meeting of stockholders, in accordance with the Company’s director compensation program, and (ii) the acceleration of the vesting, effective March 2, 2026, of Mr. Hughes’ full equity compensation for service as Board Chair for the 2025-2026 annual meeting cycle, which units were otherwise scheduled to vest on the date of the Company’s 2026 annual meeting of stockholders.
Conn Davis
In connection with his appointment, the Company entered into an offer letter with Mr. Davis dated March 2, 2026 (the “Offer Letter”), setting forth the material terms of his employment.
Under the Offer Letter:
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Mr. Davis will receive an initial base salary of $450,000 per year.
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Mr. Davis will be eligible to participate in the Company’s short-term incentive program, with an initial target annual bonus equal to 100% of base salary, subject to Company and individual performance and approval by the Compensation Committee of the Board.
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As approved by the Compensation Committee, a 2026 annual equity award to Mr. Davis with a target grant-date value of $750,000, consisting of (i) 50% time-based restricted stock units vesting ratably over three years and (ii) 50% performance-based restricted stock units; both of which are subject to performance conditions and continued service.
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As approved by the Compensation Committee, a performance-based new-hire equity award for Mr. Davis with a target value of $250,000, which will vest in full, if at all, on the second anniversary of his start date, subject to the achievement of a specified stock-price performance condition and continued employment.
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Mr. Davis will be subject to the Company’s executive stock ownership guidelines, which currently require the Chief Executive Officer to own Company equity with a value equal to three times base salary within five years of his start date.
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Mr. Davis will be eligible to participate as a Tier 1 participant in the Company’s Executive Severance Plan, subject to execution of a participation agreement and the terms of the plan.
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Mr. Davis will be entitled to participate in the Company’s employee benefit plans and programs on the same basis as other senior executives.
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Mr. Davis’s employment is at will.
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The foregoing description of the Offer Letter, a copy of which is filed herewith as Exhibit 10.1, does not purport to be complete and is qualified in its entirety by reference to the Offer Letter attached as an exhibit hereto.
Bryan Ganz
On February 26, 2026, the Company and Mr. Ganz entered into an Amended and Restated Employment Agreement (the “Ganz Amended Employment Agreement”), pursuant to which Mr. Ganz agreed to terminate his employment with the Company effective March 2, 2026, in connection with a Qualified Retirement under his prior employment agreement.
Pursuant to the Ganz Amended Employment Agreement, Mr. Ganz became entitled to the following material payments and benefits:
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payment of accrued base salary and other earned compensation through March 2, 2026;
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payment of a prorated 2026 target bonus in the amount of $123,750;
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reimbursement of 100% of the employer-equivalent portion of monthly COBRA premiums for a period of three months following the date he ceased to be eligible for employee health insurance coverage;
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reimbursement of up to $20,000 of relocation-related moving expenses;
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extension of the exercise period for 66,667 outstanding stock options until March 31, 2027; and
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confirmation that, out of the original grant of 600,000 restricted stock units provided for in Mr. Ganz’s employment agreement, applicable time and stock-price-based vesting conditions for certain outstanding restricted stock units had been satisfied, resulting in a total of 545,000 restricted stock units issuable to Mr. Ganz as of the date hereof, subject to the terms of the applicable award agreements; provided that such number may increase by up to an aggregate of 30,000 additional restricted stock units if certain share reversions under such awards occur.
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In addition, on February 26, 2026, the Company and Mr. Ganz entered into an Advisory Agreement, effective March 2, 2026 (the “Advisory Agreement”), pursuant to which Mr. Ganz will provide advisory and transition services to the Company for an initial term of 30 days, with the Company having the option to extend the advisory relationship for up to an additional five months.
Under the Advisory Agreement, Mr. Ganz will receive compensation of $41,250 for services provided during the initial term. No additional compensation is payable during any extended advisory term.
The foregoing descriptions of the Ganz Amended Employment Agreement and the Advisory Agreement, copies of which are filed herewith as exhibit 10.2 and 10.3, respectfully, do not purport to be complete and are qualified in their entirety by reference to the agreements attached as exhibits hereto.
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Item 9.01.
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Financial Statements and Exhibits.
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(d)
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Exhibits
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Exhibit
No.
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Description
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10.1
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Offer Letter, dated March 1, 2026, between Byrna Technologies Inc. and Conn Davis
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10.2
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Amended and Restated Employment Agreement, dated February 26, 2026, between Byrna Technologies Inc. and Bryan Ganz
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10.3
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Advisory Agreement, effective March 2, 2026, between Byrna Technologies Inc. and Bryan Ganz
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99.1
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Press Release of Byrna Technologies Inc. dated March 3, 2026
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104
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Cover Page Interactive Data File (embedded within the Inline XBRL document)
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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.
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BYRNA TECHNOLOGIES INC.
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Date: March 3, 2026
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By:
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/s/ Laurilee Kearnes
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Name: Laurilee Kearnes
Title: Chief Financial Officer
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Exhibit 99.1
Byrna Technologies Announces CEO Transition
Transformational Leader Bryan Ganz to Retire as CEO
Conn Davis Appointed as Successor
TJ Kennedy Appointed Chair of the Board
ANDOVER, Mass. – March 3, 2026 – Byrna Technologies Inc. (“Byrna” or the “Company”) (Nasdaq: BYRN), a personal defense technology company specializing in the development, manufacture, and sale of innovative less-lethal personal security solutions, today announced that Bryan Ganz is retiring as Chief Executive Officer and as a member of the Company’s Board of Directors. Following an extensive search process, with the assistance of a leading independent search firm, the Byrna Board has appointed Conn Davis to succeed Mr. Ganz and join the Board as a Director, effective immediately. To facilitate a smooth transition, Mr. Ganz will serve as an advisor to support the incoming CEO for up to six months.
Additionally, as part of Byrna’s broader leadership succession strategy, TJ Kennedy, who has served as a Director since September 2025, has been elected to succeed Herbert Hughes as Chair of the Board. Mr. Hughes will continue to serve as a Director on the Board.
Mr. Davis is a growth-oriented public company executive with deep experience across strategy, product innovation, marketing, eCommerce, and mergers and acquisitions. He most recently served in a series of executive leadership positions at MasterBrand, Inc., culminating in his role as Executive Vice President, Strategy and Corporate Development. At MasterBrand, Mr. Davis shaped the company’s long-term growth roadmap, strengthened its M&A capability and pipeline, and enhanced its commercial execution. He brings a track record of successful product launches, delivering measurable efficiency gains and performance improvements, and driving top- and bottom-line growth.
Since becoming CEO in 2019 after first joining the Company’s Board in 2016, Mr. Ganz’s leadership of Byrna has been transformational. He led the Company’s transition from a small research and development company to a multinational manufacturing and sales operation with a portfolio of unique self-defense products, including less-lethal launchers, projectiles, and other personal security tools, as well as a robust innovation pipeline. Mr. Ganz also oversaw the Company’s listing on the OTCQB, its uplisting to Nasdaq, its inclusion in the Russell 2000, its shift to a more institutional governance model, and, most importantly, the strategic transition to a consumer model featuring the Byrna brand of less-lethal launchers.
“The work we have done since 2018, when we pivoted to a consumer-focused self-defense model, has allowed us to bring Byrna’s mission to life by providing less-lethal personal safety options that are safe, reliable, and effective. It has been the highlight of my career,” said Mr. Ganz. “When I first joined the Company, we had $250,000 in annual sales and produced 40mm impact rounds for law enforcement. Today, we offer customers a wide range of unique self-defense products manufactured in our Fort Wayne factory through a robust direct-to-consumer program and an established national network of more than 1,500 leading sporting goods dealers. With over 775,000 launchers sold worldwide, Byrna had record revenues of $118 million last year, growing at an 84% CAGR over the last seven years following our move to a consumer model. Last year, Forbes named Byrna the 10th Most Successful Small Cap company in America. I am incredibly proud of our team and all we have accomplished. It has been a privilege to be part of this remarkable journey with them.”
Mr. Davis added, “I have long admired that Byrna’s mission is grounded in a desire to save lives, and I am honored to join as CEO at this important time for the Company. The team has made great strides to position Byrna for the future by expanding its retail presence, successfully launching new products, and scaling and onshoring operations, and I believe we have the right pieces in place to seize new growth opportunities. I am excited to work alongside the management team and thank Bryan for his commitment to supporting the transition as we begin this new chapter and take Byrna to the next level.”
Mr. Ganz continued, “With a strong foundation in place, the time is right to bring in a new CEO with the skills and expertise to take Byrna to new heights. The Board and I have been intensely focused on succession planning, with a focus on bringing in a new generation of leadership to the Company, and I can attest that Conn brings the mix of experience, fresh energy, and skillsets that we were seeking. He has a proven track record of creating and executing product development and go-to-market strategies that translate into profitable growth, as well as successful M&A and integration experience. What’s more, he is passionate about our work to enable customers to protect and defend themselves without resorting to lethal force, and I look forward to supporting him as an advisor.”
“On behalf of the Board of Directors, I would like to thank Bryan for his invaluable vision and leadership. He has been a key architect of the Byrna story, and we will continue to benefit from his insights throughout this transition,” said Mr. Kennedy. “We also are thrilled to welcome Conn as Byrna’s next CEO. Conn is a strong leader with extensive experience in strategy and growing operations that will be critical as we continue to expand our product range and channels. I look forward to leveraging my own experience scaling mission-critical public safety technologies and serving as a public company CEO to support Conn and the rest of our talented management team as I step into the role of Board Chair.”
Mr. Kennedy continued, “Herb has made many significant contributions to the Board since he first joined in 2019, and he is a strong proponent of the broader leadership succession strategy for both the Board and management at Byrna. He has also been instrumental in overseeing the CEO search process, and we are grateful that Herb will remain on the Board as we continue advancing Byrna’s mission. With world-class teams at the management level and in the boardroom, we are confident that we will unlock tremendous opportunities ahead for Byrna.”
The Company intends to release select preliminary results for the fiscal first quarter of 2026 consistent with its normal reporting cadence.
About Conn Davis
Conn Davis most recently served as Executive Vice President, Strategy and Corporate Development, at MasterBrand, Inc., leading a team of more than 100 associates spanning product development and innovation, marketing, corporate strategy, and M&A. Earlier in his time at MasterBrand, Mr. Davis served as EVP, Corporate Strategy and GM eCommerce, more than doubling business unit revenue in two years, after serving as Vice President, Corporate Strategy, leading corporate strategy, M&A, a strategic business unit, and market research and insights. Prior to joining MasterBrand, he served as Director of Strategy at Fortune Brands Home & Security, before which he worked at Bain & Company and at Jenkins & Kling, P.C. and Brown & James, P.C. as an attorney. Mr. Davis holds a bachelor’s degree from Southeast Missouri State University, a J.D. from DePaul University, and an M.B.A. from the Olin Business School at Washington University in St. Louis.
About TJ Kennedy
TJ Kennedy has served as an Independent Director on the Board of Directors since September 2025. He brings more than two decades of leadership experience in technology, wireless, and public safety. Mr. Kennedy is currently CEO of GeoComm, which is a SaaS company that is dedicated to saving lives and protecting people through precise location intelligence. GeoComm serves communities across the U.S., ensuring the safety of over 100 million people. He previously served as CEO of Wrap Technologies, an innovative non-lethal public-safety device company, where he helped expand less-lethal restraint device adoption to nearly 1,000 agencies in 59 countries. He was also President of FirstNet, where he was instrumental in executing the U.S. government’s largest-ever public-private partnership. Mr. Kennedy holds a B.S. in health promotion and education from the University of Utah and an M.B.A. from Johns Hopkins University.
About Byrna Technologies Inc.
Byrna is a personal defense technology company specializing in the development, manufacture, and sale of innovative less-lethal personal security solutions. For more information on the Company, please visit the corporate website here or the Company’s investor relations site here. The Company is the manufacturer of the Byrna® CL, Byrna® LE and Byrna® SD personal security devices, state-of-the-art handheld CO2 powered launchers designed to provide a less-lethal alternative to a firearm for the consumer, private security, and law enforcement markets. To purchase Byrna products, visit the Company’s e-commerce store.
Investor Contact:
Tom Colton and Alec Wilson
Gateway Group, Inc.
949-574-3860
BYRN@gateway-grp.com
