What changed in this filing

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Item 1. Business

2026-02-05 compared with 2025-02-07 · 120 added, 87 removed, 64 unchanged (76% of the section changed)

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We seek to fulfill our mission by developing easy‑to‑use self‑defense tools that are designed to allow people to live more safely.

We are also focused on providing law enforcement and private security customers with less-lethal alternatives to firearms that are intended to reduce the use of firearms and facilitate trust within the communities they serve.

We are also focused on providing law enforcement and private security customers with less‑lethal alternatives to firearms that are intended to reduce the use of lethal force and facilitate trust within the communities they serve.

Since 2023, the Company has modernized its product line, diversified its distribution channels, and implemented technology‑driven marketing tools that significantly expand reach and brand engagement.

In 2024 and 2025, Byrna launched the Byrna CL™ (Compact Launcher), expanded its law‑enforcement‑grade Byrna LE™ and LE PRO™ product lines, deployed a proprietary AI‑assisted advertising platform, expanded retail distribution through Sportsman’s Warehouse and other partners, and opened additional Byrna‑branded retail locations.

The Company also established Byrna Technologies Canada, a wholly owned subsidiary supporting regulatory compliance, warehousing, marketing, and sales for the Canadian market.

Our product portfolio includes:

handheld personal security devices and shoulder-fired launchers designed for use by consumers and professional security customers without the need for a background check or firearms license;

handheld personal security devices and shoulder-fired launchers designed for use by consumers and professional security customers without the need for a background check or firearms license in most U.S.

jurisdictions;

a line of projectiles that are fired by Byrna devices, including chemical irritant, kinetic and inert rounds;

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accessories and related safety products, including the Byrna Banshee™, Byrna Shield™, compressed carbon dioxide (CO2) canisters, sighting systems, holsters and Byrna-branded apparel.

Our Byrna personal security devices are powerful and effective less-lethal self-defense devices that are powered by CO2 and fire .68 caliber spherical kinetic and chemical irritant projectiles that are designed to disable a threat from a standoff distance of up to 60 feet.

We have designed our Byrna devices to function as a platform that can be enhanced, upgraded and customized in a modular fashion with our accessory products.

Only Byrna projectiles are approved for use with Byrna launchers, which creates the potential for reoccurring sales of consumable products.

Only Byrna projectiles are approved for use with Byrna launchers, which creates the potential for recurring sales of consumable products.

Our products are sold in both the consumer and security professional markets.

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Our products can be purchased in most U.S.

locations quickly, simply and discreetly, without the requirement for a license, background check or waiting period.

locations quickly, simply and discreetly, generally without the requirement for a license, background check or waiting period, subject to applicable state and local laws.

Strategic Focus and Products

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We believe we have a significant opportunity to leverage the Byrna brand to expand our product line, broaden our user base and generate increasing sales from new and existing customers.

Our product offerings include handheld CO₂‑powered launchers, chemical irritant projectiles, kinetic projectiles, and a variety of accessories.

Our flagship product, the Byrna SD, is a compact, ergonomically designed handheld personal security device with the size and form factor of a compact handgun.

It is easy to use, has virtually no recoil and is designed to fire accurately with an effective range of 50 feet.

The Byrna SD utilizes our patented technology and more than 60 custom designed parts.

The Byrna SD comes with easily reloadable magazines that can hold five or seven .68 caliber projectiles.

The Byrna SD is designed to provide a less-lethal alternative to a firearm, effective at a much safer stand-off distance than pepper spray or conductive energy devices, which have recommended maximum ranges of 10 feet and 20 feet, respectively.

During 2023, we introduced the Byrna LE.

With a more powerful valve design the LE has a higher average muzzle velocity of 330 feet per second and an effective range of 60 feet.

In May 2021, we purchased certain assets of Mission Less Lethal, a U.S.

manufacturer of .68 caliber, less-lethal, shoulder-fired launchers for law enforcement and other security professionals.

By leveraging the technology and intellectual property acquired from Mission Less Lethal, we have introduced the Byrna TCR, an easy to use, tactical compact rifle that can fire 19 rounds in rapid succession at more than 325 feet per second using a standard 12-gram CO2 cartridge for propulsion, and we have also released the Byrna M-4, a full sized tactical rifle with either 120 round capacity in law enforcement form or two 20 round magazines in civilian form.

These rifles are well suited to meet specific situational needs of security professionals, including law enforcement, private security and corrections customers.

In May 2022, we acquired Fox Labs International, a producer of defensive pepper sprays, that catered primarily to law enforcement and other security professionals.

This has enabled us to continue sales to the law enforcement market while using our ecommerce and dealership channels to offer professional quality chemical irritant self-defense spray to the consumer market under the name Byrna Bad Guy Repellent™.

It is easy to use, has virtually no recoil, and is designed to fire accurately from a standoff distance of up to approximately 60 feet, depending on the projectile used.

The Byrna SD utilizes our patented technology and more than 60 custom‑designed parts, and features reloadable magazines that hold five or seven .68‑caliber projectiles.

In 2025, we introduced the Byrna CL™ (Compact Launcher), a compact, lightweight launcher designed specifically for the everyday carry (“EDC”) consumer segment.

The CL platform incorporates improved ergonomics, simplified operation, enhanced concealability, and utilizes newly developed .61‑caliber projectiles.

We also expanded our law‑enforcement‑grade offerings with the Byrna LE™ and Byrna LE PRO™, which feature improved accuracy, higher muzzle velocity, and enhanced duty‑grade performance for both law enforcement and advanced civilian consumers.

Our projectile portfolio was updated in 2024–2025 to include Eco‑Kinetic rounds, updated Max and Pepper chemical irritant formulations, and state‑compliant chemical‑free variants aligned with evolving legal requirements.

Accessories now include premium holsters, optics‑integrated attachments, magazines, CO₂ cartridges, and EDC‑focused gear bundles tailored to both new and experienced users.

The Byrna family of launchers is designed to provide less‑lethal alternatives to firearms, effective at significantly greater standoff distances than pepper spray or conductive energy devices, which have recommended maximum ranges of 10 feet and 20 feet, respectively.

Our family of tactical launchers includes the Byrna TCR and Byrna M‑4, which continue to meet the needs of law enforcement, private security teams, and other users who require durable, high‑capacity less‑lethal solutions.

The TCR is a compact tactical rifle capable of firing 19 rounds in rapid succession at more than approximately 325 feet per second using a standard 12‑gram CO₂ cartridge.

The M‑4 is a full‑sized tactical launcher available in configurations suited for both law enforcement and civilian users, with magazine capacities tailored to situational and jurisdictional requirements.

These launchers remain important components of our product portfolio, supporting organizations and individuals seeking effective less‑lethal alternatives to traditional firearms.

We continue to offer a full line of professional‑grade defensive sprays under the Fox Labs International brand, which is widely recognized among law enforcement and security professionals for its strength and reliability.

These formulations are also marketed to consumers through our e‑commerce and dealer channels under the Byrna Bad Guy Repellent™ line, providing civilians access to high‑quality chemical irritant sprays that meet professional standards.

The Fox Labs product line remains an important complement to our launcher platform, expanding our presence in both the professional and consumer self‑defense markets.

In January 2023, we acquired a 51% ownership interest in Byrna LATAM S.A.

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(“Fusady”) for $1 (the “LATAM Share Purchase Agreement”) and entered into an exclusive distribution, manufacturing and licensing agreement with Byrna LATAM (the “LATAM Licensing Agreement”).

See Note 6 , "Investment in Joint Venture" for additional information.

We offer a range of .68 caliber projectiles for different applications.

See Note 6 , "Transactions with Byrna LATAM" to our consolidated financial statements for additional information.

We offer a broad portfolio of projectiles designed for self‑defense, professional use, and training.

Our chemical irritant projectiles include Byrna Max, which contains a pepper and tear‑gas blend, and Byrna Pepper, which contains a pepper and PAVA blend.

These chemical irritant projectiles are designed to cause burning sensation on an assailant’s eyes and skin and to temporarily cause a sensation of impairment of their respiratory system upon contact, with quick-acting, incapacitating effects.

We also offer Byrna Kinetic, a lower-cost, hard plastic projectile that can be used for self-defense or training, and Byrna Pro Training, a projectile filled with inert powder to simulate use of chemical irritant rounds for training.

During 2021, we introduced the Eco-Kinetic line of projectiles which are environmentally safe, fully biodegradable and highly accurate rounds for both safety and recreational uses.

During 2023, we introduced our less lethal 12 gauge kinetic round that uses patented fin-stabilized projectiles designed to be fired from any 12 gauge shotgun with standard cylinder or improved cylinder bore choke with increased speed and accuracy at up to 100 feet of range.

These projectiles produce a burning sensation on an assailant’s eyes and skin and temporarily impair respiratory function, providing fast‑acting, incapacitating effects.

Our Byrna Kinetic rounds are hard‑plastic impact projectiles suitable for self‑defense or training, while our Byrna Pro Training rounds contain inert powder to simulate chemical irritant use in controlled environments.

In addition, we offer our Eco‑Kinetic line of projectiles, which are fully biodegradable, environmentally safe, and engineered for high accuracy, making them suitable for both recreational shooting and safety‑focused training.

For users requiring extended range and compatibility with common law enforcement platforms, we also offer a less‑lethal 12‑gauge kinetic round featuring patented fin‑stabilized technology designed to be fired from most 12‑gauge shotguns with a standard cylinder or improved‑cylinder bore choke, providing increased speed and accuracy at distances of up to 100 feet.

To support the Byrna CL™ Compact Launcher, we introduced newly developed .61‑caliber projectiles engineered specifically for the EDC (“everyday carry”) market, offering enhanced concealability, lighter weight, and optimized performance in the CL platform.

Additionally, we offer the Byrna Shield, a ballistic-rated backpack that can be fitted with multiple armor panels and utilizes a patented deployment system to protect the wearer from both the front and back.

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Marketing and Sales

We sell our products into the consumer market through our Byrna e-commerce store, Side Hustle dealer program, premier dealers, and a network of over 1,300 local, regional and national outdoor and sporting goods stores, either directly or through distributors.

We also sell our products through an Amazon storefront.

In the professional security market, we seek to drive purchases through our Train the Trainer program developed for police and security officers, with a focus on educating them on the proper use of force and de-escalation methods.

Our international sales are fulfilled primarily by select distribution partners that have expertise in their local markets.

International sales represented 8.0% of revenue in our fiscal year 2024 and 6.8% of revenue in fiscal year 2023;

we see the potential to continue increasing our international sales mix as foreign law enforcement customers are showing growing interest in Byrna devices serving as a less-lethal, secondary security device, and the Byrna approach is increasingly seen as a favorable de-escalation solution.

Our marketing efforts are focused on creating brand awareness for Byrna by utilizing promotional specials and banner ads and driving traffic to our e-commerce store through the use of digital marketing tools.

In early 2020, we implemented a nationwide reseller and distribution network of brick-and-mortar outlets and engaged third-party firms to market our products to dealers in the outdoor and sporting goods sectors.

In June 2020, and then again in April 2021, Byrna was highlighted on a popular national news program.

Commencing in September 2023, we pivoted away from traditional social media channels, some of which prohibited us from advertising, in favor of a more targeted approach via celebrity endorsement, talk radio, and non-social media online advertising efforts.

These high-profile events and advertisement strategies led to significant increases in orders in our e-commerce channels and further raised our brand recognition nationally.

We believe these events demonstrated the positive and rapid impacts that additional visibility of our products and brand can have on our sales.

Our current marketing strategy includes engaging key influencers in relevant markets to highlight the benefits of our security solutions to their respective networks of followers, engaging in public dialogues about firearm regulation, school safety and the expansion of police programs and training in the use of less-lethal weapons, and expanding our use of targeted digital marketing tools.

We sell our products into the consumer market through the Byrna e‑commerce store, the Side Hustle dealer program, premier dealers, Amazon, and a network of more than 1,300 local, regional, and national outdoor and sporting‑goods retailers, either directly or through distributors.

In the professional security market, we promote product adoption through our Train the Trainer program, which provides instruction to police and security officers on proper use‑of‑force protocols and de‑escalation practices.

International sales are fulfilled primarily through select distribution partners with expertise in their respective markets.

International revenue represented 10.0% of total revenue in fiscal 2025 and 8.0% in fiscal 2024.

We believe there is an opportunity to expand our international sales mix due to increasing interest from foreign law‑enforcement agencies in less‑lethal secondary security devices and de‑escalation solutions.

Historically, our marketing efforts relied on e‑commerce and digital advertising—including promotional specials and banner advertisements—to drive brand awareness and online traffic.

Beginning in 2024, we expanded this model by establishing a large‑scale influencer network focused on personal safety, outdoor activities, and women's self‑defense.

We also deployed a proprietary AI‑assisted advertising system designed to automate creative generation, audience targeting, content iteration, and bid optimization, resulting in improved marketing efficiency and reduced customer‑acquisition costs.

Our current marketing strategy includes continued engagement with influencers in relevant segments, participation in public discussions relating to firearm regulation and school safety as they pertain to less‑lethal security solutions, support for police training initiatives, and expanded digital‑marketing capabilities.

In addition to digital channels, we utilize national and regional television advertising, talk‑radio placements, and long‑form broadcast integrations to increase brand awareness, particularly given advertising limitations affecting less‑lethal and personal‑security products on major social‑media platforms.

In 2024, we launched a nationally recognized television and digital campaign referred to internally as the “Banana” campaign.

Using humor and a non‑threatening visual metaphor, the campaign communicated Byrna’s core value proposition as an effective personal‑security solution without the legal, moral, or emotional consequences associated with lethal force.

The campaign generated more than 60 million organic views across television, streaming, and digital channels and materially increased brand recognition and consumer engagement while remaining compliant with advertising restrictions applicable to personal‑security products.

These broadcast initiatives were supported by talk‑radio endorsements, podcast integrations, and long‑form interviews with nationally syndicated personalities, enabling more in‑depth discussion of less‑lethal alternatives, de‑escalation, and responsible personal protection.

This approach has expanded our reach to demographics less accessible through traditional digital advertising and strengthened brand trust and credibility.

Beginning in 2024, we integrated these broadcast efforts with our AI‑driven advertising system to automate creative testing, audience targeting, content optimization, and media buying across digital and streaming platforms.

This system enables rapid message testing, improved conversion rates, and lower customer‑acquisition costs while ensuring compliance with platform advertising policies.

As a result of this diversified media strategy—combining television, radio, influencer partnerships, and AI‑optimized digital campaigns—we have reduced reliance on traditional social‑media advertising while increasing brand awareness, marketing efficiency, and customer‑acquisition performance.

Manufacturing, Suppliers and Distribution

We operate two manufacturing facilities.

In the United States, we opened a 14,000 square foot facility in 2020 located in Fort Wayne, Indiana and in 2022 we moved to a new 30,000 square foot facility nearby in order to expand capacity.

We utilize our Fort Wayne facility to fulfill domestic demand for our launchers.

To satisfy production demand in international markets, we operate a 20,000 square foot manufacturing facility located in Pretoria, South Africa.

Both facilities utilize a human capital-oriented model with highly-skilled manual assembly of precision components.

With the expansion of both facilities, we believe that we have sufficient capacity to meet our production needs for at least the next two years, and that additional capacity is available to us on commercially reasonable terms.

We rigorously test 100% of our products at our production facilities before shipment to ensure our products meet stringent quality and performance standards.

We also conduct long-term testing of our launchers during the development phase.

We measure in-field quality by the rate of returns requested by our customers.

Our Byrna SD and LE include a significant number of distinct parts, including many custom designed parts.

We source these components from third-party suppliers in the U.S.

and overseas.

Historically, our projectiles have been sole-sourced from third-party suppliers in South Africa.

However, we established the capability to manufacture projectiles in our own facilities, thereby, improving quality and availability while reducing dependence on third parties.

We operate two manufacturing facilities in Fort Wayne, Indiana, consisting of a 30,000‑square‑foot facility and a 10,000‑square‑foot facility.

We previously operated a 20,000‑square‑foot facility in Pretoria, South Africa;

however, manufacturing operations at that location were discontinued during the third quarter of fiscal 2025.

facilities support production for domestic demand and utilize a labor‑intensive manufacturing model involving skilled manual assembly of precision components.

Following the cessation of South African operations, all active production has been consolidated within our U.S.

manufacturing footprint.

Based on the current capacity of these facilities, we believe we have sufficient production capability to meet anticipated demand based on current forecasts for at least the next two years, and that additional capacity can be secured on commercially reasonable terms if required.

We test 100% of our products at our production facilities prior to shipment to confirm that they meet defined quality and performance standards.

We also conduct long‑term testing of our launchers during product development.

In‑field quality performance is measured in part by customer return rates.

Our Byrna SD, LE, and CL launchers incorporate a substantial number of individual components, including custom‑designed parts.

We source these components from third‑party suppliers located in the United States and abroad.

Historically, we sole‑sourced projectiles from South Africa;

however, we have since established internal U.S.

manufacturing capability for projectiles, which has improved quality control, enhanced supply reliability, and reduced dependency on external suppliers.

Beginning in 2024, we expanded our retail distribution footprint.

We entered into a national retail partnership with Sportsman’s Warehouse, making Byrna launchers and accessories available in select stores across the United States.

Additional regional and independent retailers increased distribution coverage in key domestic markets.

We also opened several Byrna‑branded retail stores in states including Nevada, Florida, and Texas.

These locations provide in‑store demonstrations, training, and merchandising, and support both product‑education and direct‑sales functions.

Collectively, these initiatives advance Byrna’s evolution into an omnichannel distributor incorporating direct‑to‑consumer sales, national retailers, specialty dealers, and Byrna‑operated locations.

Research and Development

We conduct research and development activities to enhance existing products and develop new products at our headquarters, in Andover, Massachusetts.

Our design team is comprised of experts in the fields of mechanical design, precision manufacturing and CO2-powered propulsion.

We are currently focused on executing the commercial introduction of a series of new launchers.

These new launchers are expected to benefit from our innovations in the areas of greater and more controlled muzzle velocity, improved cold weather performance, more efficient utilization of CO2, improved triggers, higher capacity magazines, improved sighting systems, yet keeping the product compact and ergonomic.

We are also investing engineering resources to develop proprietary projectiles both for the consumer and law enforcement markets.

In particular, we have designed an accurate and effective long range less lethal projectile to be fired from a 12-gauge shotgun.

We introduced this product in January 2023.

Our research and development (“R&D”) activities are conducted primarily at our headquarters in Andover, Massachusetts.

These activities focus on the design, testing, and improvement of less‑lethal personal security devices, associated projectiles, and launcher technologies.

Our R&D team consists of specialists in mechanical engineering, precision manufacturing, CO₂‑powered propulsion systems, and advanced materials.

Since 2023, we have continued to expand our development pipeline with both new product platforms and enhancements to existing models.

Our R&D efforts supported the successful commercial launch of the Byrna Compact Launcher ( “ CL ” ) in April 2025, a product conceived, designed, and manufactured in the United States and incorporating approximately 90% U.S.-sourced components.

The CL represents a new platform developed through multi‑year engineering initiatives focusing on improved portability, energy efficiency, and compact CO₂‑powered propulsion, delivering approximately 400 feet‑per‑second muzzle velocity in a form factor 38% smaller by overall volume than the Byrna SD and 44% smaller by overall volume than the Byrna LE.

The integration of new .61‑caliber proprietary projectiles, produced at our ammunition facility in Fort Wayne, Indiana, required coordinated launcher and ammunition co‑development efforts.

We also continue to invest in the development of new projectile technologies.

This includes our 12‑gauge less‑lethal kinetic round, designed with patented fin‑tailed stabilization technology to enhance accuracy at distances exceeding 100 feet, powered solely by a primer rather than gunpowder, and engineered for reduced noise and recoil relative to traditional shotgun rounds.

R&D activities further include refinement of clamshell sabot designs, frangible projectile structures, and integration of future payload variants.

In addition to launcher and projectile development, we have initiated R&D programs targeting next‑generation system capabilities.

As referenced in industry coverage, our ongoing R&D strategy includes investments in AI‑enabled training, simulation, and system optimization concepts, as well as smart projectile technologies intended to potentially enhance accuracy, expand platform compatibility, and support future product differentiation.

These initiatives align with broader market trends favoring more precise, low‑risk personal defense solutions.

To support these programs, we continue to evaluate performance metrics such as muzzle velocity consistency, cold‑weather reliability, CO₂ utilization efficiency, improved trigger performance, ergonomics, and integration of enhanced sighting systems.

All new product platforms and substantial design modifications undergo staged prototype testing, long‑term launcher durability testing, and validation of component manufacturability at scale.

In connection with our “Made in America” domestic sourcing initiative, we have expanded R&D collaboration with U.S.

suppliers, particularly following the establishment of a dedicated ammunition production facility in Fort Wayne, Indiana, which enables accelerated iteration cycles for new projectile designs and improved quality control.

Our R&D efforts are intended to support a continued cadence of new product introductions, including enhancements to the Byrna SD, Byrna LE, and Byrna CL platforms;

expanded projectile offerings across multiple calibers;

and future launcher concepts that emphasize reliability, concealability, and ease of use for both consumer and professional markets.

Intellectual Property

Our success and ability to compete effectively depends, in part, on our ability to protect our proprietary technology and to establish and adequately protect our intellectual property rights.

To establish and protect our proprietary rights, we rely upon a combination of patent, copyright, trade secret and trademark laws and contractual restrictions such as confidentiality agreements, licenses and intellectual property assignment agreements.

We maintain a policy requiring certain of our employees, contractors, consultants and other third parties to enter into confidentiality and proprietary rights agreements as needed to control access to our proprietary information.

We have numerous issued utility and design patents.

We are currently prosecuting several newly filed provisional patents.

We have several granted trademarks as well as trademarks which have been filed and are currently being prosecuted.

We further obtained one patent and one trademark through the acquisition of Mission Less Lethal in May 2021, two patents and four trademarks through the acquisition of Ballistipax Holdings Inc.

("Ballistipax") and several trademarks through the acquisition of Fox Labs.

In addition, through the acquisition of Mission Less Lethal, we now hold exclusive rights to use all of the intellectual property of Kore Outdoor, Inc.

(the previous owner of Mission Less Lethal) for less-lethal applications.

Our ability to compete effectively depends in part on protecting our proprietary technology and maintaining adequate intellectual property rights.

We rely on a combination of patent, trademark, copyright, and trade secret laws, as well as contractual protections, including confidentiality agreements, licenses, and intellectual property assignment agreements.

Our patent expirations range from 2032 to 2038.

We maintain policies requiring certain employees, contractors, consultants, and other third parties to execute confidentiality and proprietary‑rights agreements, as appropriate, to safeguard access to our proprietary information.

We hold a portfolio of issued utility and design patents and currently have several additional patent applications, including provisional filings, under active prosecution.

Our trademark portfolio includes multiple registered marks, as well as additional marks that are pending registration.

In June 2025, the Company acquired two Federal Firearms Licenses, each effective June 1, 2025 and expiring July 1, 2028.

These licenses support our ability to conduct certain regulated firearms‑related activities primarily in connection with our product development, testing, and compliance functions.

Our less-lethal security products compete with manufacturers of:

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Regulatory Matters

The manufacture, sale, and purchase of weapons, ammunitions, and explosives are subject to extensive federal, state, local, and foreign laws.

The manufacture, sale, and purchase of weapons, ammunition, and explosives are subject to extensive federal, state, local, and foreign laws.

We are also subject to the rules and regulations of the U.S.

BATF, and various state and international agencies that regulate the manufacture, export, import, distribution and sale of ammunition and explosives.

Such regulations may adversely affect demand for our products by imposing limitations that increase the costs or limit the availability of our products.

In order to manufacture, sell, import and export our 40mm products and certain components, we are required to obtain and maintain several Federal Firearms License ("FFL") and Federal Explosive License ("FEL") licenses and permits.

The Byrna SD is a new product and may be subject to future legislation or regulation.

Because it uses CO2, rather than gunpowder or other explosives to launch projectiles, the Byrna SD is not currently a “firearm” regulated by the BATF.

It is, however, subject to certain state and local regulations related to “pepper spray” or “tear gas” devices.

Re-characterization of the Byrna SD as a firearm or other changes to or new interpretations of existing regulations could impact our ability to manufacture or sell the Byrna SD and its projectiles, or limit their market, which could impact our sales and demand for Byrna products.

Similarly changes in laws related to the domestic or international use of chemical irritants by civilians or law enforcement could impact both our sales and the size of the reachable market.

Bureau of Alcohol, Tobacco, Firearms and Explosives (“ATF”) and various state and international agencies that regulate the manufacture, export, import, distribution, and sale of ammunition and explosives.

Such regulations may adversely affect demand for our products by imposing limitations that increase costs, restrict permissible distribution channels, or limit the availability of our products.

In order to manufacture, sell, import, and export our 40mm products and certain related components, we are required to obtain and maintain several Federal Firearms License (“FFL”) and Federal Explosive License (“FEL”) permits.

Our launcher products—including the Byrna SD, Byrna LE, TCR, M4, and our newest product, the Byrna CL launched in 2025—use CO₂ to propel projectiles and do not use gunpowder or other explosives.

As a result, these launchers are not currently classified as “firearms” under applicable BATF regulations.

However, they remain subject to certain state and local restrictions applicable to “pepper spray,” “tear gas,” or other chemical‑irritant devices.

Changes in applicable laws, new legislative or regulatory actions, or re‑characterization of any of our launchers or projectiles as firearms or other regulated devices could affect our ability to manufacture or sell these products, limit the markets in which they may be sold, or increase compliance costs.

Similarly, changes in domestic or international laws governing civilian or law‑enforcement use of chemical irritants could reduce demand for our products or restrict access to certain markets.

We are subject, both directly and indirectly, to the adverse impact of existing and potential future government regulation of our products, technology, operations and markets.

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and foreign export control, sanctions, customs, import and anti-boycott laws and regulations, including the Export Administration Regulations (the “EAR”) (collectively, “Trade Control Laws”).

If one or more of our products or technology, or the parts and components we buy from others, is or becomes subject to the International Traffic in Arms Regulations (the “ITAR”) or national security controls or other controls under the EAR, this could significantly impact our operations, for example by severely limiting our ability to sell, (re-)export, or otherwise transfer our products and technology, or to release controlled technology to foreign person employees or others in the United States or abroad.

If one or more of our products or technology, or the parts and components we buy from others, are or become subject to the International Traffic in Arms Regulations (the “ITAR”) or national security controls or other controls under the EAR, this could significantly impact our operations, for example by severely limiting our ability to sell, (re-)export, or otherwise transfer our products and technology, or to release controlled technology to foreign person employees (as defined under applicable Trade Control Laws) or others in the United States or abroad.

We may not be able to obtain licenses and other authorizations required under the applicable Trade Control Laws.

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These agencies can impose civil and criminal penalties, including preventing us from exporting our products, for failure to comply with applicable laws and regulations.

We believe that existing federal, state, and local legislation relating to the regulation of firearms and ammunition do not have a material adverse effect on our sales of products.

We believe that existing federal, state, and local legislation relating to the regulation of firearms and ammunition has not had a material adverse effect on our sales of products to date.

However, the regulation of firearms and ammunition may become more restrictive in the future, and any such developments might have a material adverse effect on our business, operating results, financial condition, and cash flows.

Human Capital

As of November 30, 2024, we had 167 employees.

As of February 1, 2026, we had 159 employees.

We believe that our employee relations are good, and that our human capital meets the needs of our business.

None of our employees are represented by a collective bargaining agreement and we have never experienced any work stoppage.

None of our employees are represented by a collective bargaining agreement, and we have never experienced any material work stoppage.

Our future performance depends significantly upon the continued service of our key engineering, technical and senior management personnel, and our continued ability to attract and retain skilled employees.

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Compliance with these provisions has not had, nor do we expect such compliance will have, any material adverse effect upon our capital expenditures, earnings, or competitive position.

We believe that we are not subject to any material costs for compliance with any environmental laws.

We believe that we are not currently subject to any material costs for compliance with any environmental laws.

Corporate History

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Effective December 19, 2019, we dissolved our wholly-owned subsidiary Security Devices International Canada Corp (“SDICC”).

We currently have one wholly-owned subsidary, Byrna South Africa (Pty) Ltd.

(“Byrna South Africa”).

On May 5, 2020, we acquired all of the issued and outstanding equity interests of Roboro Industries Pty LTD (“Roboro”) and, as a result, Roboro became our wholly-owned subsidiary.

During the year ended November 30, 2021, we utilized Roboro exclusively as a manufacturing and assembly supplier for our products until such operations were assumed by Byrna South Africa following the acquisition.

On March 10, 2023, the Company dissolved the Roboro legal entity.

On April 27, 2021, we effected a 10-for-1 reverse stock split of our common stock (the “Reverse Stock Split”) with exercise prices for our outstanding warrants and stock options appropriately adjusted.

We currently have two wholly-owned subsidiaries, Byrna South Africa (Pty) Ltd (“Byrna South Africa”) and Byrna Technologies Canada, Inc.

(“Byrna Canada”).

Manufacturing operations at Byrna South Africa were discontinued during the third quarter of fiscal 2025, and the lease for the facility expired in December 2025.

All manufacturing activities have been consolidated at our Fort Wayne, Indiana facilities.

Although Byrna South Africa remains a legal entity, it does not currently conduct active manufacturing operations.

On March 24, 2025, we incorporated Byrna Technologies Canada Ltd.

under the laws of the Province of Ontario, Canada, in order to facilitate our ability to conduct business in Canada.

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What changed 10-K

Item 1. Business