Byrna Technologies (NASDAQ: BYRN) grants new RSU awards to President

Rhea-AI Filing Summary

Pham Luan reported acquisition or exercise transactions in this Form 4 filing.

Byrna Technologies Inc. reported that its President, Luan Pham, received three grants of restricted stock units (RSUs), each representing a right to one share of common stock. These are compensation awards, not open‑market stock purchases or sales.

Footnotes explain that the RSUs are tied to promotion-related and long-term incentive arrangements. Vesting depends on future conditions, including Byrna’s stock price performance, achievement of preset revenue levels for the fiscal year ending November 30, 2027, and Mr. Pham’s continued service. In certain cases, vesting may accelerate upon death, disability, or qualifying terminations following a change of control.

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Pham Luan

(Last) (First) (Middle)

100 BURTT ROAD SUITE 115

(Street)

ANDOVER MASSACHUSETTS 01810

(City) (State) (Zip)

UNITED STATES

(Country)

2. Issuer Name and Ticker or Trading Symbol
Byrna Technologies Inc. [ BYRN ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	President

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
03/17/2026

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

4. If Amendment, Date of Original Filed (Month/Day/Year)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Restricted Stock Units	(1)	03/17/2026		A		10,405		(2)	(2)	Common Stock	10,405	$0	10,405	D
Restricted Stock Units	(1)	03/17/2026		A		20,811		(3)	(3)	Common Stock	20,811	$0	20,811	D
Restricted Stock Units	(1)	03/17/2026		A		20,812		(4)	(4)	Common Stock	20,812	$0	20,812	D

Explanation of Responses:

1. Each restricted stock unit ("RSU") represents a contingent right to receive one share of common stock of Byrna Technologies Inc. (the "Issuer").

2. The RSUs were granted in connection with the Reporting Person's promotion to President of the Issuer. Pursuant to the terms of an offer letter entered into effective March 17, 2026 (the "Agreement") and attached as an exhibit to the Form 8-K filed by the Issuer on March 19, 2026, the vesting of the RSUs is conditioned upon (i) the volume-weighted average price of the Issuer's common stock over the final 90 days of a one-year performance period equaling or exceeding 125% of the Issuer's closing stock price on March 16, 2026, and (ii) the Reporting Person's continuous service to the Issuer through March 17, 2027, subject to acceleration upon certain terminations following a change of control of the Issuer.

3. The RSUs were granted pursuant to the Issuer's Long Term Incentive Program. They vest in three equal tranches on March 17, 2027, March 2, 2028 and March 2, 2029, subject to the Reporting Person's continuous service to the Issuer through each such vesting date. Such vesting will be accelerated upon the death or disability of the Reporting Person or upon the termination of the Reporting Person without cause or resignation by the Reporting Person for good reason within 12 months following a qualifying change of control transaction.

4. The RSUs were granted pursuant to the Issuer's Long Term Incentive Program. They are performance-based and will vest on November 30, 2028 if and to the extent that (a) the Issuer achieves preset revenue levels for its fiscal year ending November 30, 2027 and (b) the Reporting Person (i) remains employed by the Issuer through November 30, 2028 or (ii) is terminated without cause after November 30, 2027. Such vesting will be accelerated upon the death or disability of the Reporting Person or upon the termination of the Reporting Person without cause or resignation by the Reporting Person for good reason within 12 months following a qualifying change of control transaction.

	/s/ Lisa Klein Wager by power of attorney	03/18/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.
* Form 4: SEC 1474 (03-26)

FAQ

What insider transaction did Byrna Technologies (BYRN) report for President Luan Pham?

Byrna Technologies reported that President Luan Pham received three grants of restricted stock units (RSUs) as part of his compensation. Each RSU represents a contingent right to one share of Byrna common stock, with no open‑market stock purchases or sales disclosed.

Are the Byrna Technologies (BYRN) RSU grants to the President time-based or performance-based?

The RSU grants to the President include both time-based and performance-based vesting features. Some awards vest in scheduled tranches over several years, while others depend on achieving preset revenue targets and specified stock price performance, combined with continued employment at Byrna Technologies.

What performance conditions affect the new RSUs granted by Byrna Technologies (BYRN)?

Certain RSUs vest only if Byrna’s stock achieves a volume‑weighted average price at least 125% of the March 16, 2026 close over a one-year period. Another grant depends on Byrna reaching preset revenue levels for its fiscal year ending November 30, 2027.

When can the RSUs granted to the Byrna Technologies (BYRN) President vest?

Some RSUs are scheduled to vest in three equal tranches on March 17, 2027, March 2, 2028, and March 2, 2029, subject to continued service. Other performance-based RSUs may vest on November 30, 2028, depending on revenue goals and employment status.

Under what circumstances can RSU vesting accelerate at Byrna Technologies (BYRN)?

The filing states that RSU vesting may accelerate upon the President’s death or disability, or if he is terminated without cause or resigns for good reason within 12 months after a qualifying change of control. These provisions apply to certain of the reported RSU awards.

Do the Byrna Technologies (BYRN) RSU grants involve immediate common stock issuance?

The reported RSUs represent a contingent right to receive common stock in the future, not immediate share issuance. Actual shares will be delivered only if the applicable vesting conditions are satisfied, including performance targets and continued service or qualifying termination events.