Byrna Technologies (BYRN) Issues 4,379 RSUs to New Independent Director

Rhea-AI Filing Summary

Byrna Technologies Inc. (BYRN) reported a grant of 4,379 restricted stock units (RSUs) to Adam L. Roth in connection with his appointment as an independent director. The RSUs were granted on 09/19/2025, represent the contingent right to receive one share of common stock per RSU, and carry a $0 purchase price. The award vests on the earlier of one year from the grant date or the Issuer's next annual meeting of stockholders (provided that meeting is at least 50 weeks after the previous meeting), subject to the director’s continuous service through the vesting date. The Form 4 was signed by power of attorney on 09/23/2025.

Positive

• 4,379 RSUs granted to newly appointed independent director Adam L. Roth, aligning his interests with shareholders
• Clear vesting conditions (one-year or next annual meeting, contingent on service) which promote retention
• No cash outlay required from the director; compensation is equity-based and commonly used for governance alignment

Negative

• None.

Insights

Financial Analyst

TL;DR: Routine director compensation via RSUs; aligns management and director incentives with shareholders without immediate cash outlay.

The grant of 4,379 RSUs is a typical equity-based compensation mechanism for new independent directors and is recorded at a zero cash price to the recipient. The economic effect is alignment of the director's interests with stock performance upon vesting rather than an immediate transfer of value. No cash compensation, immediate dilution amount, or pro rata vesting schedule beyond the single-cliff conditions are disclosed. Absent additional context on total shares outstanding or the executive compensation framework, the grant appears routine and not material on its face.

Corporate Governance Expert

TL;DR: New director equity grant with time- and event-based cliff vesting is standard governance practice; disclosure is straightforward.

The RSU award vests on the earlier of one year or the next annual meeting (with a timing caveat), conditioned on continued service. This cliff vesting structure is commonly used to ensure retention and alignment for newly appointed independent directors. The filing clearly states the grant purpose and vesting conditions. The form does not disclose any additional governance provisions (e.g., change-in-control acceleration), so nothing beyond standard board onboarding compensation is evident.

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^*

Roth Adam L.

(Last) (First) (Middle)

100 BURTT ROAD

SUITE 115

(Street)

ANDOVER MA 01810

(City) (State) (Zip)

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

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

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

3. Date of Earliest Transaction (Month/Day/Year)
09/19/2025

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

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

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

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)	09/19/2025		A		4,379		(2)	(2)	Common Stock	4,379	$0	4,379	D

Explanation of Responses:

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

2. The RSUs were granted in connection with the Reporting Person's appointment as an independent director on the Issuer's board of directors. Pursuant to the terms of the grant, the RSUs vest on the earlier of (i) one year from the grant date or (ii) the Issuer's next annual meeting of stockholders (provided such meeting is no less than 50 weeks after the most recent meeting of stockholders), conditioned on the Reporting Person's continuous service through such vesting date.

	/s/ Lisa Klein Wager by Power of Attorney	09/23/2025
	** 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.
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FAQ

What did Byrna Technologies (BYRN) disclose in this Form 4?

The company disclosed a grant of 4,379 RSUs to director Adam L. Roth on 09/19/2025, each convertible into one share of common stock at a $0 price, with vesting conditions tied to one year or the next annual meeting.

Who received the RSU award reported on the BYRN Form 4?

The RSUs were granted to Adam L. Roth in connection with his appointment as an independent director.

When do the RSUs vest according to the filing?

The RSUs vest on the earlier of (i) one year from the grant date or (ii) the issuer's next annual meeting of stockholders (if that meeting is at least 50 weeks after the prior meeting), conditioned on continuous service.

Was any cash paid for the RSUs in the BYRN filing?

No. The filing shows a $0 price for the RSUs, indicating no cash payment by the reporting person.

When was the Form 4 filed or signed?

The transaction date is 09/19/2025 and the form was signed by power of attorney on 09/23/2025.