Byrna Technologies (BYRN) CEO awarded multiple RSU grants with performance hurdles

Rhea-AI Filing Summary

Davis Conn Q. reported acquisition or exercise transactions in this Form 4 filing.

Byrna Technologies Inc. reported that Chief Executive Officer Conn Q. Davis received three grants of restricted stock units (RSUs) on March 2 and March 17, 2026, covering 39,022, 39,022, and 19,395 units. Each RSU represents a contingent right to receive one share of common stock.

One grant is tied to Davis’s appointment as CEO and vests only if the stock’s volume-weighted average price over the final 90 days of a two-year period reaches at least 156% of the March 2, 2026 closing price and he remains in service through March 2, 2028, with certain change-of-control acceleration protections. Other grants were made under the company’s Long Term Incentive Program, vesting in three equal tranches on March 17, 2027, March 2, 2028, and March 2, 2029, or on November 30, 2028 based on preset revenue levels for the fiscal year ending November 30, 2027 and continued employment or qualifying termination, with similar acceleration on death, disability, or certain change-of-control terminations.

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^*

Davis Conn Q.

(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)

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

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
03/02/2026

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)	03/02/2026		A		19,395		(2)	(2)	Common Stock	19,395	$0	19,395	D
Restricted Stock Units	(1)	03/17/2026		A		39,022		(3)	(3)	Common Stock	39,022	$0	39,022	D
Restricted Stock Units	(1)	03/17/2026		A		39,022		(4)	(4)	Common Stock	39,022	$0	39,022	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 appointment as Chief Executive Officer of the Issuer. Pursuant to the terms of an offer letter entered into effective March 2, 2026 (the "Agreement") and attached as an exhibit to the Form 8-K filed by the Issuer on March 3, 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 two-year performance period equaling or exceeding 156% of the Issuer's closing stock price on March 2, 2026, and (ii) the Reporting Person's continuous service to the Issuer through March 2, 2028, 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. The RSUs vest in three equal tranches on March 17, 2027, March 2, 2028 and March 2, 2029, subject 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. The RSUs 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.
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* Form 4: SEC 1474 (03-26)

FAQ

What insider transactions did Byrna Technologies (BYRN) report for its CEO?

Byrna Technologies reported three grants of restricted stock units to CEO Conn Q. Davis, covering 39,022, 39,022, and 19,395 units. These awards are compensation, not open-market stock purchases, and each RSU represents a contingent right to receive one share of common stock.

How do Conn Q. Davis’s appointment-related RSUs at Byrna (BYRN) vest?

The appointment-related RSUs vest only if the stock’s volume-weighted average price over the final 90 days of a two-year period reaches at least 156% of the March 2, 2026 closing price and Davis remains in service through March 2, 2028, with acceleration after certain change-of-control terminations.

What are the time-based vesting dates for Byrna (BYRN) CEO RSU grants?

Some RSUs granted under Byrna’s Long Term Incentive Program vest in three equal tranches on March 17, 2027, March 2, 2028, and March 2, 2029. Vesting requires Conn Q. Davis’s continuous service through each vesting date, with acceleration on death, disability, or qualifying change-of-control terminations.

How are Byrna Technologies (BYRN) CEO performance-based RSUs structured?

Certain RSUs are performance-based and will vest on November 30, 2028 if preset revenue levels are achieved for the fiscal year ending November 30, 2027 and Davis remains employed through November 30, 2028 or is terminated without cause after November 30, 2027, with similar acceleration protections around change-of-control events.

Do the Byrna (BYRN) CEO RSU grants include change-of-control protections?

Yes. Several RSU grants include accelerated vesting if Conn Q. Davis dies, becomes disabled, is terminated without cause, or resigns for good reason within 12 months following a qualifying change-of-control transaction, enhancing protection of his long-term incentive awards under specific corporate events.