CFO at Byrna Technologies (BYRN) awarded time- and performance-based RSUs

Rhea-AI Filing Summary

KEARNES LAURILEE reported acquisition or exercise transactions in this Form 4 filing.

Byrna Technologies Inc. reported that Chief Financial Officer Laurilee Kearnes received two grants of restricted stock units on March 17, 2026, each covering 18,210 RSUs. Each RSU represents a contingent right to receive one share of Byrna common stock.

One RSU grant was issued under the company’s Long Term Incentive Program and vests in three equal tranches on March 17, 2027, March 2, 2028 and March 2, 2029, subject to continued service, with accelerated vesting upon death, disability or certain qualifying terminations following a change of control. The second grant is performance-based and can vest on November 30, 2028 if preset revenue levels for the fiscal year ending November 30, 2027 are achieved and specified employment conditions are met, with similar acceleration protections.

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

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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^*

KEARNES LAURILEE

(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)
	Chief Financial Officer

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		18,210		(2)	(3)	Common Stock	18,210	$0	18,210	D
Restricted Stock Units	(1)	03/17/2026		A		18,210		(3)	(3)	Common Stock	18,210	$0	18,210	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 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.

3. 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 activity did Byrna Technologies (BYRN) report for its CFO?

Byrna Technologies reported that CFO Laurilee Kearnes received two grants of restricted stock units on March 17, 2026. Each grant covers 18,210 RSUs, representing potential shares of common stock as part of her long-term equity compensation.

How do the time-based RSUs granted to the Byrna Technologies (BYRN) CFO vest?

The time-based RSUs to the Byrna Technologies CFO vest in three equal tranches. Vesting dates are March 17, 2027, March 2, 2028 and March 2, 2029, contingent on her continued service to the company through each vesting date.

What performance conditions apply to the Byrna Technologies (BYRN) CFO’s RSU award?

The performance-based RSUs can vest on November 30, 2028 if Byrna Technologies achieves preset revenue levels for its fiscal year ending November 30, 2027 and the CFO satisfies employment conditions, including remaining employed or qualifying termination without cause after November 30, 2027.

Under what circumstances can the Byrna Technologies (BYRN) CFO’s RSUs vest early?

Both RSU awards provide for accelerated vesting upon the CFO’s death or disability. They also accelerate if she is terminated without cause or resigns for good reason within 12 months following a qualifying change of control transaction at Byrna Technologies.

Did the Byrna Technologies (BYRN) CFO buy or sell common stock in this Form 4?

The Form 4 reports equity compensation grants, not market trades. CFO Laurilee Kearnes received restricted stock units at a price of zero, representing awards under Byrna Technologies’ Long Term Incentive Program rather than open-market purchases or sales.