Byrna Technologies (BYRN) investor discloses 2.30M-share, 9.9% ownership stake

Rhea-AI Filing Summary

Byrna Technologies Inc. shareholder Bryan Scott Ganz and affiliated entities filed an amended ownership report showing beneficial ownership of 2,296,635 shares of common stock, or 9.9% of the outstanding class, based on 22,693,356 shares outstanding as of July 6, 2026.

The filing details Mr. Ganz’s holdings through personal shares, stock options exercisable within 60 days, trusts, his spouse, and BSG Family Investment LLC, while disclaiming beneficial ownership of certain affiliated holdings except for his pecuniary interest. It also notes recent open‑market trades and an RSU exercise, and describes his recent discussions with board members about board composition and the company’s marketing strategy.

Filing Explained

As of August 11, 2026, the amendment reports proposed—not completed—board changes: Bryan Ganz presented two candidates after discussions with five of seven directors, and the chairman said he had contacted the candidates and begun discussions.

Key Figures

Beneficial ownership: 2,296,635 shares Ownership percentage: 9.9% Shares outstanding: 22,693,356 shares +5 more

8 metrics

Beneficial ownership 2,296,635 shares Total Byrna common shares beneficially owned by the reporting persons

Ownership percentage 9.9% Percent of Byrna common stock represented by 2,296,635 shares

Shares outstanding 22,693,356 shares Byrna common shares outstanding as of July 6, 2026

Stock options 516,667 shares Shares issuable upon exercise of Mr. Ganz’s options exercisable within 60 days

RSU exercise 565,000 shares Restricted stock units exercised by Mr. Ganz on July 24, 2026

NEIP sale July 7, 2026 42,200 shares at $7.0351 Weighted average price per share, sales ranged from $6.61 to $7.18

NEIP sale July 8, 2026 2,000 shares at $6.19 Open market sale price per share

Mrs. Ganz purchase 8,000 shares at $3.39 Open market purchase on July 17, 2026

Key Terms

beneficially owned, dispositive power, Schedule 13D, restricted stock units, +1 more

5 terms

beneficially owned financial

"relates to the shares of common stock ... beneficially owned by the Reporting Persons"

Beneficially owned describes securities or assets where a person has the economic rights and control—such as the right to receive dividends and to direct voting—even if legal title is held in another name. Think of it like having the keys and using a car that’s registered to someone else: you get the benefits and make decisions. Investors care because beneficial ownership reveals who truly controls value and voting power, affecting corporate decisions and takeover dynamics.

dispositive power financial

"For the number of shares ... over which each Reporting Person has sole power to dispose"

Dispositive power is the authority to decide the final outcome of an asset, legal claim, contract, or corporate action — in effect the power to dispose of or resolve something. For investors it matters because whoever holds that authority can determine who gets paid, who controls an asset or vote, and how risks and returns are allocated; think of it like holding the key that lets you lock in the winner or loser in a deal.

Schedule 13D regulatory

"This Amendment No. 3 to the statement on Schedule 13D amends the"

A Schedule 13D is a legal document that investors file with regulators when they buy a large enough stake in a company to potentially influence its management or decisions. It provides details about the investor’s intention, ownership stake, and plans, helping other investors understand who is gaining control and what their motives might be.

restricted stock units financial

"Mr. Ganz exercised restricted stock units ("RSUs") for 565,000 shares"

Restricted stock units are a type of company reward where employees are promised shares of stock, but they only fully own these shares after meeting certain conditions, like staying with the company for a set time. They matter because they can become valuable assets and are often used to motivate employees to help the company succeed.

joint filing agreement regulatory

"see the joint filing agreement of the Reporting Persons"

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Available on EDGAR 08/12/2026 - 08:14 AM Accepted by SEC EDGAR 08/12/2026 - 08:14 AM Learn about SEC filing dates

FAQ

What ownership stake in Byrna Technologies (BYRN) does Bryan Scott Ganz report in this Schedule 13D/A?

The reporting group discloses beneficial ownership of 2,296,635 BYRN shares, representing 9.9% of the common stock, based on 22,693,356 shares outstanding as of July 6, 2026, as reported in the company’s Form 10‑Q.

How is Bryan Scott Ganz’s 2,296,635-share BYRN stake structured among different entities?

The 2,296,635 BYRN shares include Mr. Ganz’s personally held stock, 516,667 stock options exercisable within 60 days, and shares held by NEIP, the 2015 Trust, his spouse, and BSG Family Investment LLC, with certain holdings disclaimed except for his pecuniary interest.

What recent BYRN stock transactions by the reporting persons are detailed in this filing?

The filing lists NEIP’s sales of 42,200 shares at a $7.0351 weighted average price on July 7, 2026, and 2,000 shares at $6.19 on July 8, plus July 17 purchases by Mrs. Ganz and Mr. Ganz and a 565,000-share RSU exercise on July 24.

What is the stated purpose of the reporting persons’ BYRN filing amendment?

The amendment discloses ownership details and that Mr. Ganz has held discussions with five of seven board members about board composition and the company’s marketing “pivot,” and has proposed two potential board candidates he views as highly qualified.

What role did Bryan Scott Ganz previously hold at Byrna Technologies (BYRN)?

Mr. Ganz retired as Chief Executive Officer of Byrna Technologies on March 2, 2026 and then served as a consultant for 30 days under an advisory agreement effective the same date, before focusing on his role at Northeast Industrial Partners LLC.

Which entities affiliated with Bryan Scott Ganz are included as reporting persons for BYRN?

Reporting persons include Bryan Scott Ganz, the Judith L. Ganz Trust VA 04‑23‑2015, Northeast Industrial Partners LLC, Li Ganz, BSG Family Investment LLC, and the BG 2025 Irrevocable Exempt Trust, which is BSG’s sole member.

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 3)

Byrna Technologies Inc.

(Name of Issuer)

Common Stock, $0.001 par value per share

(Title of Class of Securities)

12448X201

(CUSIP Number)

Bryan Scott Ganz
c/o Northeast Industrial Partners LLC, 300 Tradecenter Dr., Suite 7640
Woburn, MA, Zip
01801

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

08/11/2026

(Date of Event Which Requires Filing of This Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.

The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

schemaVersion:

SCHEDULE 13D

CUSIP Number(s): 12448X201

1

Name of reporting person

Bryan S. Ganz

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

PF

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

UNITED STATES

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 1,500,990.00
8	Shared Voting Power 795,645.00
9	Sole Dispositive Power 1,500,990.00
10	Shared Dispositive Power 795,645.00

11

Aggregate amount beneficially owned by each reporting person

2,296,635.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

9.9 %

14

Type of Reporting Person (See Instructions)

IN

Comment for Type of Reporting Person:

Consists of (i) 984,323 shares of common stock, par value $0.001, of Byrna Technologies Inc. ("Common Stock") held by Mr. Ganz, (ii) up to 516,667 shares of Common Stock issuable upon exercise of stock options held by Mr. Ganz that are exercisable within 60 days of the date hereof (all of which are "out-of-the-money" as of the date hereof), (iii) 243,859 shares of Common Stock held by Northeast Industrial Partners LLC ("NEIP"), over which Mr. Ganz has shared voting and dispositive power, (iv)70,753 shares of Common Stock held by the Judith L. Ganz Trust VA 04-23-2015, of which Mr. Ganz serves as a trustee (the "2015 Trust"), (v) 11,800 shares of Common Stock held by Li Ganz (fka Li Zhang), Mr. Ganz's wife ("Mrs. Ganz"), and (vi) 469,233 shares of Common Stock held by BSG Family Investment LLC ("BSG"), the sole member of which is the BG 2025 Irrevocable Exempt Trust U/A dated 10/9/2025 (the "2025 Trust"), of which Mr. Ganz has the power to replace the trustee. Mr. Ganz serves as the manager of BSG. Mr. Ganz disclaims beneficial ownership with respect to the shares held by NEIP, the 2015 Trust, the 2025 Trust and Mrs. Ganz, in each case except to the extent of his pecuniary interest therein.

SCHEDULE 13D

CUSIP Number(s): 12448X201

1

Name of reporting person

Northeast Industrial Partners LLC

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

WC

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

MASSACHUSETTS

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 243,859.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 243,859.00

11

Aggregate amount beneficially owned by each reporting person

243,859.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

1.1 %

14

Type of Reporting Person (See Instructions)

PN

Comment for Type of Reporting Person:

Consists of 243,859 shares of Common Stock held by Northeast Industrial Partners LLC.

SCHEDULE 13D

CUSIP Number(s): 12448X201

1

Name of reporting person

Judith L. Ganz Trust VA 04-23-2105

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

OO

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

MASSACHUSETTS

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 70,753.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 70,753.00

11

Aggregate amount beneficially owned by each reporting person

70,753.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

0.3 %

14

Type of Reporting Person (See Instructions)

OO

Comment for Type of Reporting Person:

Consists of 70,753 shares of Common Stock held by the Judith L. Ganz Trust VA 04-23-2015, of which Mr. Ganz serves as a trustee.

SCHEDULE 13D

CUSIP Number(s): 12448X201

1

Name of reporting person

Li Ganz (fka Li Zhang)

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

PF

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

UNITED STATES

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 11,800.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 11,800.00

11

Aggregate amount beneficially owned by each reporting person

11,800.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

0.05 %

14

Type of Reporting Person (See Instructions)

IN

Comment for Type of Reporting Person:

Consists of 11,800 shares of Common Stock held by Mrs. Ganz.

SCHEDULE 13D

CUSIP Number(s): 12448X201

1

Name of reporting person

BSG Family Investment LLC

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

OO

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 469,233.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 469,233.00

11

Aggregate amount beneficially owned by each reporting person

469,233.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

2.1 %

14

Type of Reporting Person (See Instructions)

OO

Comment for Type of Reporting Person:

Consists of 469,233 shares of Common Stock held by BSG Family Investment LLC.

SCHEDULE 13D

CUSIP Number(s): 12448X201

1

Name of reporting person

BG 2025 Irrevocable Exempt Trust U/A Dated 10/9/2025

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

OO

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

CONNECTICUT

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 469,233.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 469,233.00

11

Aggregate amount beneficially owned by each reporting person

469,233.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

2.1 %

14

Type of Reporting Person (See Instructions)

OO

Comment for Type of Reporting Person:

Consists of 469,233 shares of Common Stock held by BSG Family Investment LLC, of which the trust is the sole member.

SCHEDULE 13D

Item 1.	Security and Issuer
(a)	Title of Class of Securities: Common Stock, $0.001 par value per share
(b)	Name of Issuer: Byrna Technologies Inc.
(c)	Address of Issuer's Principal Executive Offices: 100 Burtt Road, Suite 115, Andover, MASSACHUSETTS , 01810.
Item 1 Comment: SCHEDULE 13D - EXPLANATORY NOTE - This Amendment No. 3 to the statement on Schedule 13D ("Amendment No. 3") amends the Schedule 13D originally filed by the Reporting Persons (as defined herein) on December 15, 2023, as amended by Amendment No.1 to Schedule13D filed on November 4, 2025 and Amendment No. 2 filed on July 28, 2026 (as amended, the "Schedule 13D") and relates to the shares of common stock, par value $0.001 ("Common Stock") of Byrna Technologies Inc. (the "Company" or the "Issuer") beneficially owned by the Reporting Persons. In accordance with Rule 13d-2 of the Securities Exchange Act of 1934, as amended, except as specifically provided herein, this Amendment No. 3 does not modify any of the information previously reported on the Schedule 13D. Capitalized terms used but not otherwise defined in this Amendment No. 3 shall have the meanings ascribed to them in the Schedule 13D.
Item 2.	Identity and Background
(a)	This Schedule 13D is filed by (1) Bryan Scott Ganz, an individual ("Mr. Ganz"), (2) the Judith L. Ganz Trust VA 04-23-2015 (the "2015 Trust"); (3) Northeast Industrial Partners LLC, a Massachusetts limited liability company ("NEIP"); (4) Li Ganz (fka Li Zhang), an individual ("Mrs. Ganz'"); (5) BSG Family Investment LLC, a Delaware limited liability company ("BSG"); and (6) the BG 2025 Irrevocable Exempt Trust U/A dated 10/9/2025, which is the sole member of BSG (the "2025 Trust") (Mr. Ganz, the 2015 Trust, NEIP, Mrs. Ganz, BSG and the 2025 Trust, collectively, the "Reporting Persons"). Mr. Ganz is a trustee of the 2015 Trust and has the power to replace the trustee of the 2025 Trust. Mr. Ganz serves as the manager of BSG.
(b)	The address for each of the Reporting Persons is c/o Bryan Ganz, Northeast Industrial Partners LLC, 300 Tradecenter Dr., Suite 7640, Woburn, MA 01801.
(c)	Mr. Ganz retired as the Chief Executive Officer of the Issuer on March 2, 2026 and served as a consultant to the issuer for 30 days following his retirement pursuant to an Advisory Agreement dated as of February 26, 2026 and effective on March 2, 2026. Since his retirement from the Issuer, Mr. Ganz's principal occupation is founder and majority shareholder of NEIP. Mrs. Ganz is retired. The principal occupation of NEIP is as a holding company that owns and operates privately held businesses. The principal occupation of the 2015 Trust, the 2025 Trust and BSG is asset management.
(d)	During the last five years, the Reporting Persons have not been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).
(e)	During the last five years, the Reporting Persons have not been a party to any other civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.
(f)	Mr. Ganz and Mrs. Ganz are each a citizen of the United States of America. NEIP is a Massachusetts limited liability company. BSG is a Delaware limited liability company. The 2015 Trust was created under the laws of Massachusetts. The 2025 Trust was created under the laws of Connecticut.
Item 3.	Source and Amount of Funds or Other Consideration
	Item 3 of the Schedule 13D is hereby amended and supplemented as follows (which shall be in addition to the information previously included in the Schedule 13D): There have been no transactions in the Common Stock by the Reporting Persons since the filing of Amendment No. 2 to Schedule 13D on July 28, 2026. In aggregate, the Reporting Persons are deemed to have voting and dispositive power over 2,296,635 shares of Common Stock of the Company.
Item 4.	Purpose of Transaction
	Item 4 of the Schedule 13D is hereby amended and supplemented as follows (which shall be in addition to the information previously included in the Schedule 13D): The Reporting Persons are making this filing to disclose the following information: Mr. Ganz has had substantive conversations with five of the seven of the Company's board members over the last week regarding the composition of the Board and the "pivot" in the marketing program that was implemented after Mr. Ganz's departure that, in his view, has resulted in the Company's recent significant decline in sales and profits. As part of these conversations, Mr. Ganz provided the names of two highly qualified board candidates, each of whom have built businesses worth hundreds of millions or billions of dollars over their careers and each of whom have served on numerous public boards, including the boards of multi-billion dollar businesses. It is rare to find candidates of their caliber on the boards of $100 million companies, however, both board candidates have experience in the less-lethal space and fully embrace the Company's mission of saving lives. The Chairman of the Board, TJ Kennedy, has informed Mr. Ganz that he has contacted these candidates and initiated discussions, and told Mr. Ganz that he is "very excited about the prospect of upgrading the board." Mr. Ganz looks forward to working cooperatively with the Company's board and supporting them in their effort to upgrade the board as the Company looks to reignite growth and restore profitability.
Item 5.	Interest in Securities of the Issuer
(a)	Each Reporting Person is record owner of the securities set forth on their respective cover sheet. The percentage of outstanding Common Stock which may be deemed to be beneficially owned by each Reporting Person is set forth on Line 13 of each Reporting Person's cover sheet. Such percentage was calculated based on 22,693,356 shares of Common Stock outstanding as of July 6, 2026 as reported in the Issuer's Quarterly Report on Form 10-Q filed on that date. Notwithstanding the foregoing, Mr. Ganz hereby disclaims beneficial ownership with respect to the securities held by NEIP, the 2015 Trust, the 2025 Trust and Mrs. Ganz except to the extent of his pecuniary interest therein.
(b)	For the number of shares of Common Stock with respect to which each Reporting Person has sole power to vote or direct the vote, see line 7 of each cover sheet. For the number of shares of Common Stock with respect to which each Reporting Person has shared power to vote or direct the vote, see line 8 of each cover sheet. For the number of shares of Common Stock over which each Reporting Person has sole power to dispose or to direct the disposition, see line 9 of each cover sheet. For the number of shares of Common Stock over which each Reporting Person has shared power to dispose or to direct the disposition, see line 10 of each cover sheet.
(c)	As previously reported on Amendment No. 2 to this Schedule 13D filed on July 28, 2026, the Reporting Persons effected the following open market transactions in the Issuer's Common Stock in the past sixty days: (i) On July 7, 2026, NEIP sold 42,200 shares at a weighted average price of $7.0351 per share, with sale prices ranging from $6.61 to $7.18 per share.; (ii) On July 8, NEIP sold 2,000 shares at a price of $6.19 per share; (iii) On July 17, 2026, Mrs. Ganz purchased 8,000 shares at a price of $3.39 per share; (iv) On July 17, 2026, Mr. Ganz, through an Inherited IRA, purchased 44,200 shares at a weighted average price of $3.4298 per share, with purchase prices ranging from $3.35 to $3.47 per share; and (v) On July 24, 2026, Mr. Ganz exercised restricted stock units ("RSUs') for 565,000 shares previously issued to him as compensation and no funds were expended in connection with the RSUs. Except as set forth in this Item 5, the Reporting Persons have not effected any transactions in the Common Stock within the past 60 days.
(d)	No other person is known to have the right to receive or the power to direct the receipt of dividends from, or any proceeds from the sale of, securities beneficially owned by the Reporting Persons.
(e)	Not Applicable
Item 6.	Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer
	See the disclosure in Item 4 and Item 5 above and in the Schedule 13D, including all amendments thereto, which is incorporated into this Item 6, and see the joint filing agreement of the Reporting Persons.
Item 7.	Material to be Filed as Exhibits.
	1- Joint Filing Agreement https://vvww.sec.gov/Archivesiedgar/data/1318455/000143774923034588/ex_594732.htm

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Bryan S. Ganz

Signature:	/s/ Bryan Scott Ganz
Name/Title:	Bryan Scott Ganz
Date:	08/11/2026

Northeast Industrial Partners LLC

Signature:	/s/ Bryan Scott Ganz
Name/Title:	Manager
Date:	08/11/2026

Judith L. Ganz Trust VA 04-23-2105

Signature:	/s/ Bryan Scott Ganz
Name/Title:	Trustee
Date:	08/11/2026

Li Ganz (fka Li Zhang)

Signature:	/s/ Li Ganz
Name/Title:	Li Ganz
Date:	08/11/2026

BSG Family Investment LLC

Signature:	/s/ Bryan Scott Ganz
Name/Title:	Manager
Date:	08/11/2026

BG 2025 Irrevocable Exempt Trust U/A Dated 10/9/2025

Signature:	/s/ Stephen Fessler
Name/Title:	Trustee
Date:	08/11/2026