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  4. [8-K] Byrna Technologies Inc. Reports Material Event

Board member Emily Rooney to leave Byrna Technologies (NASDAQ: BYRN)

Filing Impact
(Moderate)
Filing Sentiment
(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

Byrna Technologies Inc. reported that director Emily Rooney has chosen not to stand for re-election at the company’s 2026 Annual Meeting of Stockholders. She has served on the Board since October 1, 2021, including as Chair of the Product Safety Committee and as a member of key governance-focused committees. The company stated that her decision is not due to any disagreement over operations, policies, or practices, and the Board and management publicly thanked her for her service.

Positive

  • None.

Negative

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Insights

Routine board refresh as a long-serving director steps aside without dispute.

The update describes Emily Rooney’s decision not to seek re-election to Byrna Technologies’ Board at the 2026 Annual Meeting. She held roles on the Product Safety, Nominating and Governance, and Ad Hoc Search and Succession committees, indicating involvement in oversight and succession planning.

The company clearly states her decision is not related to disagreements over operations, policies, or practices. This framing suggests a normal board refresh rather than a governance conflict. Future proxy materials for the 2026 Annual Meeting will likely detail any replacement nominee and any resulting committee reassignments.

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.
Par value per share $0.001 par value Common Stock registered on Nasdaq Capital Market
Notification date April 3, 2026 Date Emily Rooney informed company she will not stand for re-election
Report date April 8, 2026 Date Byrna Technologies signed and filed the report
Board service start date October 1, 2021 Date Emily Rooney joined the Board of Directors
Emerging growth company regulatory
"405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter). Emerging growth company"
An emerging growth company is a recently public or smaller public firm that qualifies for temporary, lighter regulatory and disclosure rules to reduce the cost and effort of being public. For investors, it means the company may provide less historical financial detail and face fewer reporting requirements than larger firms, so it can grow more quickly but also carries higher uncertainty—like buying a promising early-stage product with fewer user reviews.
Annual Meeting of Stockholders financial
"not to stand for re-election to the Company’s Board of Directors (the “Board”) at the Company’s 2026 Annual Meeting of Stockholders."
Product Safety Committee financial
"including as Chair of the Product Safety Committee and as a member of the Nominating and Governance Committee"
Nominating and Governance Committee financial
"Chair of the Product Safety Committee and as a member of the Nominating and Governance Committee and the Ad Hoc Search and Succession Committee."
A nominating and governance committee is a group of board members tasked with choosing and evaluating directors, planning leadership succession, and setting the company’s board-related rules and ethical standards. Think of it as the company’s hiring and rule-making panel for its top overseers. Its work matters to investors because it shapes who governs the company, how leadership transitions are handled, and whether the board can effectively oversee management and protect shareholder interests.
Ad Hoc Search and Succession Committee financial
"member of the Nominating and Governance Committee and the Ad Hoc Search and Succession Committee."
Understanding 8-K Material Events →
false 0001354866 0001354866 2026-04-08 2026-04-08
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): April 8, 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. ☐
 
 
 
 
Item 5.02
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
 
On April 3, 2026, Emily Rooney notified Byrna Technologies Inc. (the “Company”) of her decision not to stand for re-election to the Company’s Board of Directors (the “Board”) at the Company’s 2026 Annual Meeting of Stockholders. Ms. Rooney has served as a member of the Board since October 1, 2021, including as Chair of the Product Safety Committee and as a member of the Nominating and Governance Committee and the Ad Hoc Search and Succession Committee.
 
Ms. Rooney’s decision not to stand for re-election is not the result of any disagreement with the Company on any matter relating to the Company’s operations, policies or practices.
 
The Board and management of the Company express their appreciation to Ms. Rooney for her service and contributions during her tenure.
 
 
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: April 8, 2026
By:
/s/ Laurilee Kearnes
  
   
Name: Laurilee Kearnes
Title: Chief Financial Officer
  
 
 
 

Source: View Original Filing on SEC EDGAR

FAQ

What board change did Byrna Technologies (BYRN) disclose in this 8-K?

Byrna Technologies disclosed that director Emily Rooney will not stand for re-election at the 2026 Annual Meeting of Stockholders. She will complete her current term but will not continue on the Board afterward.

Did Emily Rooney resign from Byrna Technologies (BYRN) due to a disagreement?

No. Byrna Technologies stated that Emily Rooney’s decision not to stand for re-election is not the result of any disagreement with the company regarding its operations, policies, or practices, indicating an orderly and non-contentious transition.

What roles did Emily Rooney hold on the Byrna Technologies (BYRN) Board?

Emily Rooney served as Chair of the Product Safety Committee and as a member of the Nominating and Governance Committee and the Ad Hoc Search and Succession Committee, reflecting a focus on product oversight and corporate governance matters.

When did Emily Rooney notify Byrna Technologies (BYRN) of her decision?

Emily Rooney notified Byrna Technologies of her decision on April 3, 2026. The company subsequently filed this report, noting her choice not to stand for re-election at the 2026 Annual Meeting of Stockholders.

How long has Emily Rooney served on the Byrna Technologies (BYRN) Board?

Emily Rooney has served on Byrna Technologies’ Board since October 1, 2021. The filing notes her tenure and the Board and management’s appreciation for her service and contributions during that period.

Filing Exhibits & Attachments

4 documents

Other Documents