What changed in this filing

/stocks — the workspaceLOADING

Item 9A. Controls and Procedures

2026-02-05 compared with 2025-02-07 · 372 added, 335 removed, 849 unchanged (45% of the section changed)

2 unchanged sentences

Our management, including our Chief Executive Officer (“CEO”) and Chief Financial Officer (“CFO”), evaluated the effectiveness of our disclosure controls and procedures as of November 30, 2025 pursuant to Rule 13a-15(b) of the Securities Exchange Act of 1934.

Based upon that evaluation, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures were effective as of such date in ensuring that information required to be filed in this annual report was recorded, processed, summarized and reported within the time period required by the rules and regulations of the Securities and Exchange Commission, and that such information is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure.

Based upon that evaluation, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures were effective as of such date in ensuring that information required to be filed in this Report was recorded, processed, summarized and reported within the time period required by the rules and regulations of the Securities and Exchange Commission, and that such information is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure.

Management ’ s Report on Internal Controls over Financial Reporting

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Insider Adoption or Termination of Trading Arrangements

On November 7, 2024 , Luan Pham , the Company’s Chief Marketing Officer , adopted a trading plan intended to satisfy Rule 10b5 - 1 (c) to sell up to 33,483 shares of Company common stock between February 12, 2025, and December 31, 2025, subject to certain conditions.

On November 21, 2024 , Northeast Industrial Partners LLP adopted a trading plan intended to satisfy Rule 10b5 - 1 (c) to sell up to 50,000 shares of Company common stock between February 20, 2025, and December 31, 2025, subject to certain conditions.

On November 22, 2024 , Lisa Wager , the Company's Chief Governance Officer and Corporate Secretary , adopted a trading plan intended to satisfy Rule 10b5 - 1 (c) to sell up to 12,500 shares of Company common stock between February 20, 2025, and December 31, 2025, subject to certain conditions.

On November 22, 2024 , Herbert Hughes , the Company’s Chairman , adopted a trading plan intended to satisfy Rule 10b5 - 1 (c) to sell up to 12,000 shares of Company common stock between February 20, 2025, and December 31, 2025, subject to certain conditions.

During the fiscal quarter ended November 30, 2025, none of our directors or officers informed us of the adoption, modification or termination of a “Rule 10b5 - 1 trading arrangement” or “non-Rule 10b5 - 1 trading arrangement,” as those terms are defined in Regulation S-K, Item 408, except as described in the table below:

Aggregate Number of

Shares of Common

Stock to be Purchased

or Sold Pursuant to

Arrangement ( 2 )

Trading Arrangement

Duration ( 3 )

Laurilee Kearnes ( 1 ) October 13, 2025 Rule 10b5 - 1 Trading Arrangement Up to 2,500 shares to be sold February 9, 2026 through December 31, 2026 N/A N/A

NEIP ( 2 ) November 4, 2025 Rule 10b5 - 1 Trading Arrangement Up to 288,059 shares to be sold February 10, 2026 through December 31, 2026 N/A N/A

Laurilee Kearnes is our Chief Financial Officer .

Bryan Ganz, Chief Executive Officer and a director of the Company is an indirect holder of shares held by Northeast Industrial Partners LLC (“NEIP” or“Seller”) , disclaims beneficial ownership of these securities except to the extent of his pecuniary interest therein, and the inclusion of these shares in this reportshall not be deemed an admission of beneficial ownership of all of the reported shares for purposes of Section 16 or for any other purpose.

The trading arrangement is intended to satisfy the affirmative defense of Rule 10b5 - 1 (c), as amended (the “Rule”), and complied with the then applicable requirements of the Rule at the time of adoption.

Loan and Security Agreement

On February 3, 2026, Byrna Technologies Inc.

entered into a Loan and Security Agreement (the “Loan Agreement”) with Texas Capital Bank, pursuant to which the Company obtained a senior secured credit facility consisting of (i) a revolving credit facility in an aggregate principal amount of up to $5.0 million and (ii) a delayed draw term loan facility in an aggregate principal amount of up to $15.0 million.

Borrowings under the credit facility bear interest at a variable rate equal to Term SOFR plus an applicable margin determined in accordance with the Loan Agreement.

The Company is also required to pay certain customary fees, including unused commitment fees on the revolving credit commitments and ticking fees on the unfunded portion of the delayed draw term loan commitments during the applicable availability period.

The obligations under the Loan Agreement are secured by a first -priority security interest in substantially all of the Company’s assets, subject to customary exclusions.

The Loan Agreement contains customary affirmative and negative covenants and financial maintenance covenants, as well as events of default upon the occurrence of which the lender may accelerate the obligations and exercise remedies.

The foregoing description of the Loan Agreement does not purport to be complete and is qualified in its entirety by reference to the Loan and Security Agreement, which is filed as Exhibit 10.23 to this Annual Report.

DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS

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Consolidated Balance Sheets as of November 30, 2025 and 2024

Consolidated Statements of Operations and Comprehensive Income (Loss) for the years ended November 30, 2024 and 2023

Consolidated Statements of Operations and Comprehensive Income for the years ended November 30, 2025 and 2024

Consolidated Statements of Cash Flows for the years ended November 30, 2025 and 2024

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We have audited the accompanying consolidated balance sheets of Byrna Technologies Inc.

and Subsidiaries (the “Company”) as of November 30, 2024 and 2023, and the related consolidated statements of operations and comprehensive income (loss), changes in stockholders’ equity, and cash flows for each of the years then ended, and the related notes (collectively referred to as the “financial statements”).

and Subsidiaries (the “Company”) as of November 30, 2025 and 2024, and the related consolidated statements of operations and comprehensive income, changes in stockholders’ equity, and cash flows for each of the years then ended, and the related notes (collectively referred to as the “financial statements”).

In our opinion, the financial statements present fairly, in all material respects, the consolidated financial position of the Company as of November 30, 2025 and 2024, and the consolidated results of their operations and their cash flows for each of the years then ended, in conformity with accounting principles generally accepted in the United States of America.

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The communication of the critical audit matter does not alter in any way our opinion on the financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates.

Income Taxes – Valuation Allowances

As discussed in Notes 4 and 18 to the financial statements, the Company recognizes deferred income tax assets and liabilities for the estimated future tax effects attributable to temporary differences and carryforwards.

Valuation allowances are established when necessary to reduce deferred tax assets to the amounts expected to be realized in the future.

Future realization of deferred tax assets depends on the existence of sufficient taxable income within the carryforward period.

Sources of taxable income include future reversals of deferred tax assets and liabilities, projected future taxable income, tax planning strategies, and results of recent operations.

The Company’s valuation allowance for deferred tax assets was $0.8 million as of November 30, 2024, and the Company recorded a tax benefit of $5.8 million during the year ended November 30, 2024 resulting from the reversal of valuation allowance on deferred tax assets.

The Company’s determination of the valuation allowance, and its reversal, involves estimates.

Management’s primary estimate in determining whether the valuation allowance should be reversed is the projection of future sources of taxable income.

Auditing management’s estimate of future sources of taxable income, which affects the recorded valuation allowances, required a high degree of auditor judgment, including the need to involve our income tax specialists.

Addressing the matter involved performing procedures and evaluating audit evidence in connection with forming our overall opinion on the financial statements.

We obtained an understanding, evaluated the design and implementation of the Company’s process and controls, and assessed whether the process and controls enable the Company to accurately estimate future sources of taxable income.

With the assistance of our income tax specialists, we considered relevant tax laws and regulations in evaluating the appropriateness of management’s estimates of future sources of taxable income.

We evaluated management’s ability to accurately estimate future sources of taxable income by comparing actual results to management’s historical estimates.

Further, we evaluated the reasonableness of management’s estimates of future sources of taxable income by comparing the estimates to historical sources of taxable income or losses and evaluating whether there have been any changes that would affect management’s estimates of future sources of taxable income.

We evaluated whether the assumptions were consistent with evidence obtained in other areas of the audit.

With the assistance of our income tax specialists, we evaluated whether the estimated future sources of taxable income were of the appropriate character to utilize the deferred tax assets under tax law.

We evaluated management’s assessment that it is more likely than not that sufficient taxable income will be generated in the future to utilize the net deferred tax assets.

Revenue Recognition – Evaluation of Wholesale Contracts for Proper Revenue Recognition

As discussed in Notes 4 and 7 to the consolidated financial statements, the Company’s wholesale contracts may include negotiated pricing, volume-based incentives, cooperative advertising allowances, and other customer-specific incentives that give rise to variable consideration under Accounting Standards Codification 606, Revenue from Contracts with Customers (“ASC 606”).

The number and significance of such contracts increased during the year ended November 30, 2025.

We identified revenue recognition of wholesale contracts as a critical audit matter due to the risk of material misstatement and the management judgement and the complexity involved in the evaluation of wholesale contracts and the estimates of variable consideration related to them.

Auditing the Company’s estimates of variable consideration required especially challenging judgment because certain contracts contain non‑standard terms, limited historical experience existed for some incentive structures, and assessing the appropriate identification, estimation, and constraint of variable amounts involved significant auditor judgment.

Addressing the matter involved performing procedures and evaluating audit evidence in connection with forming our overall opinion on the consolidated financial statements.

Our audit procedures included, among others, evaluating the design and implementation of controls over revenue recognition;

examining a sample of new wholesale agreements to assess the identification of variable consideration;

evaluating management’s estimates, including comparison to historical realization trends where applicable;

and assessing whether the resulting amounts were appropriately reflected in the transaction price, revenue recognized, and related disclosures.

/s/ EisnerAmper LLP

1 unchanged sentence

EISNERAMPER LLP

Iselin, New Jersey

New York, New York

February 5, 2026

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Intangible assets, net

Loan to joint venture

Deferred tax asset

Deferred tax assets

$ 84,488 $ 71,922

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Total current liabilities

17,094 15,438

LONG TERM LIABILITIES

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Total Liabilities

18,731 17,553

COMMITMENTS AND CONTINGENCIES (NOTE 18)

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BYRNA TECHNOLOGIES INC.

Consolidated Statements of Operations and Comprehensive Income (Loss)

Consolidated Statements of Operations and Comprehensive Income

(Amounts in thousands, except share and per share data)

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59,632 46,101

PROFIT (LOSS) FROM OPERATIONS

6,671 ( 7,790 )

PROFIT FROM OPERATIONS

OTHER INCOME (EXPENSE)

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Loss from joint venture

( 42 ) ( 603 )

Other Income / (Expense)

INCOME (LOSS) BEFORE INCOME TAXES

7,084 ( 8,027 )

Other (Expense) / Income

INCOME BEFORE INCOME TAXES

Income tax provision (benefit)

2,054 ( 5,708 )

NET INCOME (LOSS)

12,792 ( 8,192 )

Foreign exchange translation adjustment

Unrealized gain (loss) on marketable securities

COMPREHENSIVE INCOME (LOSS)

Unrealized gain (loss) on marketable debt securities

COMPREHENSIVE INCOME

$ 9,649 $ 13,199

Net profit (loss) per share – basic

Net profit per share – basic

$ 0.43 $ 0.57

Net profit (loss) per share – diluted

Net profit per share – diluted

$ 0.40 $ 0.55

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CASH FLOWS FROM OPERATING ACTIVITIES

Net income (loss)

$ 9,687 $ 12,792

Adjustments to reconcile net income (loss) to net cash provided by operating activities:

Adjustments to reconcile net income to net cash (used) provided by operating activities:

Stock-based compensation expense

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Depreciation and amortization

(Recovery of) Provision for allowance for credit losses

(Recovery of) Provision for allowance for inventory

Loss on disposal of property, plant, and equipment

Loss on disposal of property and equipment

Recovery of allowance for credit losses

( 244 ) ( 176 )

Recovery of allowance for inventory

( 21 ) ( 230 )

Loss from joint venture

Deferred tax (benefit) provision

Deferred taxes

1,703 ( 5,837 )

1 unchanged sentence

Accounts receivable

( 7,966 ) 491

Deferred revenue

2 unchanged sentences

Prepaid expenses and other current assets

( 1,679 ) ( 1,755 )

Loan receivable

2 unchanged sentences

( 548 ) ( 669 )

NET CASH PROVIDED BY OPERATING ACTIVITIES

NET CASH (USED) PROVIDED BY OPERATING ACTIVITIES

( 1,572 ) 11,739

CASH FLOWS FROM INVESTING ACTIVITIES

1 unchanged sentence

( 7,623 ) ( 2,347 )

Purchases of marketable securities

Equity method investment in joint venture

Loan to joint venture

Proceeds from sale of property and equipment

Proceeds from sale of marketable debt securities

Purchases of marketable debt securities

( 1,736 ) ( 8,856 )

Acquisition of Federal Firearms License

Purchase of patent rights

NET CASH USED IN INVESTING ACTIVITIES

NET CASH PROVIDED BY (USED) IN INVESTING ACTIVITIES

( 459 ) ( 11,227 )

2 unchanged sentences

Repurchases of common stock

( 1,102 ) ( 3,753 )

Payment of taxes withheld on issuance of restricted stock units

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611,994 1 ( 949 ) — — — — ( 948 )

Payment of taxes withheld on issuance of restricted stock units

— — ( 456 ) — — — — ( 456 )

Stock-based compensation

— — 3,403 — — — — 3,403

Repurchase of common shares under Stock Buyback Plan

— — — ( 349,230 ) ( 3,753 ) — — ( 3,753 )

— — — — — 12,792 — 12,792

Unrealized gain on marketable securities

— — — — — — 65 65

Foreign currency translation

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(the “Company,” or “Byrna,”) is a less‑lethal defense technology company specializing in next generation solutions for security situations that do not require the use of lethal force.

Byrna personal security devices are less-lethal self-defense devices that are powered by CO2 and fire .68 caliber spherical kinetic and chemical irritant projectiles.

The Company added pepper spray aerosols to their less-lethal defense product line due to an acquisition in 2022.

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

The Company operates two manufacturing facilities, a 30,000 square foot facility located in Fort Wayne, Indiana and a 20,000 square foot manufacturing facility located in Pretoria, South Africa.

In January 2023, the Company acquired a 51 % ownership interest in Byrna LATAM, a corporate joint venture formed to expand the Company’s operations and presence in South American markets.

On August 19, 2024, the Company sold it’s 51 % ownership interest to Fusady S.A.

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.

The Company was incorporated under the laws of the state of Delaware on March 1, 2005.

The Company designs, develops, manufactures, and markets a portfolio of personal security devices, kinetic and chemical irritant projectiles, and related accessories for consumer, law enforcement, private security, and other institutional markets.

Byrna personal security devices are less-lethal self-defense devices that are powered by CO2 and fire .61 and .68 caliber spherical kinetic and chemical irritant projectiles.

The Company’s mission is to provide effective, easy‑to‑use, and reliable less‑lethal solutions that enable responsible self‑defense and de‑escalation.

The Company sells its products through multiple channels including its e‑commerce websites, Amazon storefronts, Company‑operated retail stores, domestic and international dealers and distributors, and direct sales to law enforcement agencies.

The Company was incorporated in Delaware on March 1, 2005.

The Company’s products are manufactured at its facilities in Fort Wayne, Indiana.

The Company previously operated a manufacturing facility in Pretoria, South Africa;

these operations ceased during the third quarter of fiscal 2025, and the related lease was not renewed.

In March 2025, the Company established a wholly owned subsidiary, Byrna Technologies Canada Inc., to support the distribution of Byrna products within the Canadian market.

Byrna Canada does not conduct manufacturing activities and does not operate any owned or leased facilities;

instead, it utilizes a third‑party logistics provider to fulfill customer orders placed through the Company’s Canadian e‑commerce platform.

In January 2023, the Company acquired a 51 % interest in Byrna Latam S.A.

("Byran LATAM"), a corporate joint venture formed to expand the Company's presence in South America.

On August 19, 2024, the Company sold its ownership interest in Byrna LATAM S.A., its South American joint venture, and concurrently entered into an exclusive distribution, manufacturing, and licensing agreement with Byrna LATAM.

Under this agreement, Byrna LATAM manufactures certain Byrna products for South American markets and pays the Company royalties on units manufactured.

The Company continues to market and sell products throughout Latin America through this new structure.

Effective for the fiscal year ended November 30, 2025, the Company operates and reports its results through two reportable sales channels:

Direct‑to‑Consumer (“DTC”) and Wholesale (dealer/distributors).

Segment Reporting

Effective for the fiscal year ended November 30, 2025, the Company adopted ASU 2023‑07, Segment Reporting (Topic 280 ):

Improvements to Reportable Segment Disclosures .

Separately from this adoption, and due to the significant growth in the Wholesale business and corresponding changes in how the Company’s Chief Operating Decision Maker (“CODM”) manages and evaluates the business, the Company now operates and reports its results through two reportable sales channels.

The two sales channels are:

Direct‑to‑Consumer (“DTC”) – includes sales through e‑commerce platforms, Amazon storefronts, and Company‑operated retail stores.

Wholesale (dealer/distributors) – includes sales to domestic and international dealers, distributors, retailers, and law enforcement and other institutional customers, as well as royalty revenue earned under the Company’s licensing agreements.

Financial information for these segments is presented in Note 19 — "Segment and Geographical Disclosures." Prior‑period segment disclosures have been conformed to the current presentation where applicable.

OPERATIONS AND MANAGEMENT PLANS

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BASIS OF PRESENTATION

These consolidated financial statements for the years ended November 30, 2024 and 2023 include the accounts of the Company and its subsidiary.

These consolidated financial statements for the years ended November 30, 2025 and 2024 include the accounts of the Company and its subsidiaries.

These consolidated financial statements have been prepared in accordance with generally accepted accounting principles in the United States of America (“GAAP”).

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Actual results could differ from those estimates, and any such differences may be material to the Company's consolidated financial statements.

Significant estimates include assumptions about stock-based compensation expense, valuation allowance for deferred tax assets, incremental borrowing rate on leases, useful life of long-lived assets, allowance for estimated credit losses, and inventory reserves.

Significant estimates include assumptions about reserves for returns, allowances, and discounts, stock-based compensation expense, valuation allowance for deferred tax assets, incremental borrowing rate on leases, useful life of long-lived assets, allowance for estimated credit losses, and inventory reserves.

BYRNA TECHNOLOGIES INC.

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If the Company concludes, based on the qualitative assessment, that the carrying value of a reporting unit would more likely than not exceed its fair value, a quantitative assessment is performed which is based upon a comparison of the reporting unit’s fair value to its carrying value.

The fair values used in this evaluation are estimated by the Company based upon future discounted cash flow projections for the reporting unit.

An impairment charge is recognized for any amount by which the carrying amount of goodwill exceeds its fair value.

In accordance with Accounting Standards Codification (ASC) 350, "Intangibles – Goodwill and Other," the Company historically conducted its annual goodwill impairment analysis in the third quarter of each fiscal year.

However, for the fiscal year ending November 30, 2024, the Company has elected to change the timing of its annual goodwill impairment review to the fourth quarter.

This decision was made to better align the analysis with the Company’s strategic planning processes and to ensure a more comprehensive evaluation of goodwill in light of the latest operational and market conditions.

The Company will continue to monitor goodwill for signs of impairment and perform interim assessments if necessary.

This change in timing will not impact the Company's overall goodwill balance or financial position, but it may enhance the accuracy and relevance of the impairment assessment conducted.

The Company assesses goodwill for impairment at the reporting unit level, which is defined as an operating segment or one level below an operating segment, referred to as a component.

The Company’s operations constitute a single reporting unit and goodwill is assessed for impairment at the Company as a whole.

The Company conducts its annual goodwill impairment analysis in the fourth quarter of each fiscal year.

The Company performs its annual impairment analysis on this reporting‑unit basis.

At November 30, 2025 and 2024 , the Company determined that there was no impairment of goodwill.

Investment in Joint Venture

Investments in equity method investees are those for which the Company has the ability to exercise significant influence or exercise joint control with other investors but does not control and is not the primary beneficiary.

Under this method of accounting, the Company’s investment is recorded initially at cost and subsequently adjusted for its proportionate share of the net earnings or losses.

In January 2023, the Company acquired a 51 % ownership interest in Byrna LATAM, a corporate joint venture formed to expand the Company’s operations and presence in South American markets, for $ 0.5 million.

The Company accounted for the investment in the joint venture using the equity method since the Company did not have voting control of Byrna LATAM.

Additionally, the Company did not have substantive participating rights that would result in the Company having control of Byrna LATAM.

On August 19, 2024, the Company sold it’s 51 % ownership interest to Fusady S.A.

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.

The Company recorded its share of the joint venture’s losses during the year ended November 30, 2024 of less than $ 0.1 million, and losses of $ 0.6 million during the year ended November 30, 2023, in the Consolidated Statements of Operations and Comprehensive Income (Loss) as loss from joint venture.

The carrying value of the Company's investment in the joint venture at November 30, 2024 and 2023 is at zero in the Consolidated Balance Sheets.

Cash and Cash Equivalents

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Securities with an effective maturity greater than one year from the balance sheet date are classified as non-current.

Available for sale debt securities are recorded at fair value and unrealized gains and losses are recorded within accumulated other comprehensive income.

Available for sale debt securities are recorded at fair value and unrealized gains and losses, other than the portion related to credit losses, are recorded within accumulated other comprehensive income.

The estimated fair value of the available for sale debt securities is determined based on quoted market prices or rates for similar instruments.

Allowance for Expected Credit Losses

The Company estimates the balance of its allowance for expected credit losses.

In determining the amount of the allowance for credit losses, the Company considers historical collectability based on past due status and makes judgments about the creditworthiness of customers based on ongoing credit evaluations.

Allowance for Current Expected Credit Losses

The Company estimates the balance of its allowance for current expected credit losses.

In determining the amount of the allowance for current expected credit losses, the Company considers historical collectability based on past due status and makes judgments about the creditworthiness of customers based on ongoing credit evaluations.

The Company also considers customer-specific information, current market conditions, and reasonable and supportable forecasts of future economic conditions.

Account balances are written off against the allowance when it is determined that the receivable will not be recovered.

As of November 30, 2024, 2023, and 2022, the total allowance for credit losses recorded was $ 0.3 million, $ 0.6 million and less than $ 0.1 million, respectively.

As of November 30, 2025, 2024, and 2023, the total allowance for credit losses recorded was $ 0.1 million, $ 0.3 million and $ 0.6 million, respectively.

BYRNA TECHNOLOGIES INC.

2 unchanged sentences

(Amounts expressed in US Dollars)

Inventories, which are principally comprised of raw materials and finished goods, are stated at the lower of cost or net realizable value.

Inventories, which are comprised of raw materials, work‑in‑process, and finished goods, are stated at the lower of cost or net realizable value.

Cost is determined on a standard cost basis that approximates the first -in, first -out (FIFO) method.

Inventory costs include labor, overhead, subcontracted manufacturing costs and inbound freight costs.

The Company reviews inventories for obsolete items to determine adjustments that it estimates will be needed to record inventory at lower of cost or net realizable value.

The Company reviews inventories for obsolete items to determine adjustments that it estimates will be needed to record inventory at lower of cost or net realizable value (see Note 8, "Inventory").

Property and Equipment

3 unchanged sentences

Expenditures for major renewals and betterments to property and equipment are capitalized, while expenditures for maintenance and repairs are charged as an expense as incurred.

Upon retirement or disposition, the applicable property amounts are deducted from the accounts and any gain or loss is recorded in the Consolidated Statements of Operations and Comprehensive Income (Loss).

Upon retirement or disposition, the applicable property amounts are deducted from the accounts and any gain or loss is recorded in the Consolidated Statements of Operations and Comprehensive Income.

Useful lives are determined based upon an estimate of either physical or economic obsolescence or both.

Intangible Assets

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

These licenses support the Company’s ability to conduct certain regulated firearms‑related activities in connection with product development, testing, and compliance functions.

The licenses are recorded as finite‑lived intangible assets and are amortized over their contractual term.

The perpetual, irrevocable, exclusive and non‑exclusive permit to use technology with respect to the cost of patent rights is capitalized and amortized over the estimated useful life, currently estimated to be 10 to 17 years.

Customer list acquired is amortized over the estimated useful life of two years.

Customer lists acquired are amortized over an estimated useful life of two years.

These assets are tested for impairment if events or changes in circumstances indicate that the asset might be impaired.

Trademarks have an indefinite life as the Company intends to renew the trademarks indefinitely.

These assets are tested for impairment annually or more frequently if events or changes in circumstances indicate that the asset might be impaired.

Indefinite‑lived intangible assets are tested for impairment annually during the fourth quarter of each fiscal year, or more frequently if events or changes in circumstances indicate that it is more likely than not that an intangible asset is impaired.

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In the event such cash flows are not expected to be sufficient to recover the recorded asset values, the assets are written down to their estimated fair value.

There were no impairments of long-lived assets during the years ended November 30, 2024 and 2023 , respectively.

There were no impairments of long-lived assets during the years ended November 30, 2025 and 2024 .

Fair Value of Financial Instruments

3 unchanged sentences

The Company has not used derivative financial instruments such as forwards to hedge foreign currency exposures.

The Company measures equity investments, including investments in marketable equity securities, at fair value and recognizes unrealized gains (losses) through other comprehensive income (loss).

The Company uses quoted prices in active markets for identical assets (consistent with the Level 2 definition in the fair value hierarchy) to measure the fair value of its marketable equity securities on a recurring basis.

The Company measures investments, including investments in marketable debt securities, at fair value and recognizes unrealized gains (losses), other than credit losses, through other comprehensive income.

BYRNA TECHNOLOGIES INC.

8 unchanged sentences

The lease terms may include options to extend or terminate the lease when the Company is reasonably certain it will exercise such options.

Lease costs for the Company’s operating leases are recognized on a straight-line basis over the reasonably assured lease term.

Lease costs for the Company’s operating leases are recognized on a straight-line basis over the lease term.

Variable lease payments include lease operating expenses.

Lease expense for operating leases is recognized on a straight-line basis over the lease term.

Lease expense is included in operating expenses on the consolidated statements of operations.

Lease expense is included in operating expenses on the consolidated statements of operations and comprehensive income.

The Company has elected to not separate lease and non-lease components for any leases within its existing classes of assets and, as a result, accounts for any lease and non-lease components as a single lease component.

The Company has also elected to not apply the recognition requirement to any leases within its existing classes of assets with a term of 12 months or less and does not include an option to purchase the underlying asset that the Company is reasonably certain to exercise.

The Company has also elected to not apply the recognition requirement to any leases within its existing classes of assets with a term of 12 months or less.

Revenue Recognition

Product Sales

The Company generates revenue through the wholesale distribution of its products and accessories to dealers/distributors, large end-users such as retail stores, security companies and law enforcement agencies, and through e-commerce portals to consumers.

Revenue is recognized upon transfer of control of goods to the customer, which generally occurs when title to goods is passed and risk of loss transfers to the customer.

Depending on the contract terms, transfer of control is upon shipment of goods to or upon the customer’s pick-up of the goods.

Payment terms to customers other than e-commerce customers are generally 30 - 60 days for established customers, whereas new wholesale and large end-user customers have prepaid terms for their first order.

The amount of revenue recognized is net of returns and discounts that the Company offers to its customers.

Products purchased include a standard warranty that cannot be purchased separately.

This allows customers to return defective products for repair or replacement within one year of sale.

The Company also sells an extended warranty for the same terms over three years.

The extended 3 -year warranty can be purchased separately from the product and therefore, must be classified as a service warranty.

Since a warranty for the first year after sale is included and non-separable from all launcher purchases, the Company considers this extended warranty to represent a service obligation during the second and third years after sale.

Therefore, the Company accumulates billings of these transactions on the balance sheet as deferred revenue, to be recognized on a straight-line basis during the second and third year after sale.

The Company recognizes an estimated returns and discounts allowances based on its analysis of historical experience, and an evaluation of current market conditions.

The Company also provides to its e-commerce consumers a 14 -day money back guarantee, which allows for a full refund of the purchase price, excluding shipping charges, within 14 days from the date of delivery.

The right of return creates a variable component to the transaction price and needs to be considered for any possible constraints.

The Company estimates returns using the expected value method, as there will likely be a range of potential return amounts.

The Company’s returns under the 14 -day money back guarantee for the years ended November 30, 2024 and 2023 was immaterial.

The Company sells to dealers and retailers for whom there is no money back guarantee but who may request a return or credit for unforeseen reasons or who may have agreed discounts or allowances to be netted from amounts invoiced.

The Company reserves for returns, discounts and allowances based on past performance and on agreement terms and reports revenue net of the estimated reserve.

The Company's reserve for returns, discounts, and allowances for the years ended November 30, 2024 and 2023 was immaterial.

The Company accounts for shipping and handling activities related to contracts with customers as costs to fulfill the promise to transfer the associated products.

Shipping and handling costs associated with the distribution of finished products to customers, are recorded in operating expenses in the accompanying Consolidated Statements of Operations and Comprehensive Income (Loss) and are recognized when the product is shipped to the customer.

Included as cost of goods sold are costs associated with the production and procurement of products, such as labor and overhead, inbound freight costs, manufacturing depreciation, purchasing and receiving costs, and inspection costs.

The Company generates revenue through e‑commerce portals to consumers, as well as through the wholesale distribution of its products and accessories to dealers, distributors, retail stores, and large end‑users such as private security companies and law enforcement agencies.

The Company does not manufacture or sell any products regulated by the Bureau of Alcohol, Tobacco, Firearms and Explosives or for military applications.

Revenue is recognized upon the transfer of control of goods to the customer, which occurs when the Company has satisfied its performance obligation by making the goods available to the customer’s designated carrier in accordance with the Company’s standard shipping terms.

Under these terms, which are Ex‑Works (EXW), title and risk of loss pass to the customer once the goods are picked, packed, and loaded into the carrier’s trailer at the Company’s facility and the order is marked as shipped in the Company’s ERP system.

At that point, the Company has a present right to payment, the customer has obtained legal title, and the carrier—acting as the customer’s agent—has physical possession of the goods.

Accordingly, revenue is recognized as of the date the goods are loaded into the carrier’s trailer, regardless of when the carrier physically removes the trailer from the Company’s premises.

Payment terms to customers other than e‑commerce customers are generally 30–60 days for established customers.

New wholesale and large end‑user customers typically prepay for their initial order.

Revenue is recognized net of estimated returns, discounts, and allowances.

Products purchased include a standard one‑year assurance‑type warranty that cannot be purchased separately.

This warranty allows customers to return defective products for repair or replacement within one year of sale.

The Company also sells an extended three‑year warranty that may be purchased separately and is accounted for as a service‑type warranty.

Because the first year of warranty coverage is included and non‑separable from all launcher purchases, the extended three ‑year warranty represents a service obligation during the second and third years after sale.

Amounts billed for extended warranties are recorded as deferred revenue and recognized on a straight‑line basis during the coverage period.

The Company maintains a reserve for expected warranty claims based on historical experience and current conditions.

During the second quarter of fiscal 2025, the Company offered a complimentary five‑year extended warranty with any launcher purchased during May 2025.

The Company determined the standalone selling price of the five‑year warranty and, in accordance with ASC 606, allocated a portion of the transaction price to this separate performance obligation using the relative standalone selling price method.

The allocated amount is recorded as deferred revenue and is recognized on a straight‑line basis over the five‑year coverage period.

Revenue related to both the three‑year and five‑year extended warranties was immaterial for the years ended November 30, 2025 and 2024 .

The Company offers e‑commerce customers a 14‑day money‑back guarantee, which allows for a full refund of the purchase price, excluding shipping charges, within 14 days from the date of delivery.

This right of return creates a variable component of the transaction price.

The Company estimates expected returns using the expected value method, as a range of potential outcomes may exist.

Returns under the 14‑day money‑back guarantee were immaterial for the years ended November 30, 2025 and 2024.

For purchases made through Amazon, certain Byrna products—including launchers, CO₂ tubes, chemical irritant projectiles, and pepper sprays—are designated as non‑returnable.

Other accessories are subject to Amazon’s standard 30‑day return policy.

The Company estimates expected Amazon returns using the same expected value method applied to its direct‑to‑consumer sales.

Expected Amazon‑related return reserves were immaterial for the years ended November 30, 2025 and 2024 .

The Company sells to dealers and retailers for whom there is no money‑back guarantee but who may request a return or credit for unforeseen reasons or who may have agreed‑upon discounts, marketing allowances, cooperative advertising programs, or other promotional incentives to be netted from amounts invoiced.

The Company reserves for returns, discounts, marketing programs, and allowances based on past performance, contractual terms, and expectations of future activity, and reports revenue net of the estimated reserve.

The Company’s reserve for returns, discounts, marketing programs, and allowances for the years ended November 30, 2025 and 2024 was immaterial.

Shipping and handling activities related to contracts with customers are accounted for as costs to fulfill the performance obligation.

Shipping and handling costs associated with distribution of finished products to customers are recorded in operating expenses in the accompanying Consolidated Statements of Operations and Comprehensive Income and are recognized when the related product is shipped.

Included in cost of goods sold are expenses associated with the production and procurement of products, such as labor and overhead, inbound freight costs, manufacturing depreciation, purchasing and receiving costs, and inspection costs.

Royalty Revenue

The Company recognizes royalty revenue associated with the LATAM Licensing Agreement.

Under the Company’s exclusive LATAM Licensing Agreement, Byrna LATAM has been granted the right to manufacture, market, sell, and distribute certain Byrna products within specified Latin American territories.

Byrna LATAM is authorized to use the Byrna® trademark and logo subject to the terms of the agreement.

In exchange, Byrna LATAM pays the Company a royalty fee based on quantities and values of licensed products manufactured.

The agreement includes minimum revenue requirements for certain territories;

no minimum guaranteed royalty exists unless triggered by these minimum revenue provisions.

Royalty revenue is recognized in accordance with ASC 606.

Sales‑based royalties related to licenses of functional intellectual property are recognized when the licensed products are manufactured, provided the amount is fixed or determinable and collection is probable.

Accordingly, the Company recognizes royalty revenue when (i) the licensee’s manufacturing activity occurs, (ii) the royalty amount is fixed or determinable under the agreement, and (iii) collection is probable.

Royalty revenue totaled $ 1.6 million for the fiscal year ended November 30, 2025 .

Contract Liabilities

Current deferred revenue for the years ended November 30, 2024 and 2023 includes $ 1.7 million in advance payments from customers, $ 0.1 million in current portion of sales from extended warranties and less than $0.1 million in unfulfilled e-commerce orders.

Long-term deferred revenue pertains to the non-current portion of extended warranty sales.

Current deferred revenue at November 30, 2025 includes $ 0.5 million in advance payments from customers, less than $ 0.1 million in current portion of sales from extended warranties, and less than $0.1 in deferred revenue pertaining to the non-current portion of extended warranty sales.

Current deferred revenue at November 30, 2024 includes $ 1.7 million in advance payments from customers, $ 0.1 million in current portion of sales from extended warranties, and less than $ 0.1 in deferred revenue pertaining to the non-current portion of extended warranty sales.

See Note 7, "Revenue, Deferred Revenue and Accounts Receivable".

Marketing and Advertising

Marketing and advertising related costs are expensed as incurred and are included in operating expenses in the accompanying Consolidated Statements of Operations and Comprehensive Income (Loss) and were $ 12.4 million and $ 4.6 million during the years ended November 30, 2024 and 2023 , respectively.

Marketing and advertising related costs are expensed as incurred and are included in operating expenses in the accompanying Consolidated Statements of Operations and Comprehensive Income and were $ 17.9 million and $ 12.4 million during the years ended November 30, 2025 and 2024 , respectively.

Research and Development

Research and development (“R&D”) costs are expensed as incurred and are included in operating expenses in the accompanying Consolidated Statements of Operations and Comprehensive Income (Loss).

Research and development (“R&D”) costs are expensed as incurred and are included in operating expenses in the accompanying Consolidated Statements of Operations and Comprehensive Income.

R&D costs were $ 0.3 million and $ 0.6 million during the years ended November 30, 2025 and 2024 , respectively.

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As of November 30, 2025 and 2024 , the Company has not recorded any uncertain tax positions in the consolidated financial statements.

If incurred, the Company recognizes interest and penalties related to income taxes on the income tax expense line in the accompanying Consolidated Statement of Operations and Comprehensive Income (Loss).

If incurred, the Company recognizes interest and penalties related to income taxes on the income tax expense line in the accompanying Consolidated Statement of Operations and Comprehensive Income.

As of November 30, 2025 and 2024 , no accrued interest or penalties related to income taxes are included in the Consolidated Balance Sheets.

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The resolution of tax matters is not expected to have a material effect on the Company’s consolidated financial statements.

Earnings (Loss) Per Share

Basic earnings (loss) per share is computed by dividing net income (loss), reduced by dividends, by the weighted-average number of common shares outstanding for the year.

Diluted earnings (loss) per share is computed by dividing net income (loss), reduced by dividends, by the weighted-average number of common shares outstanding plus common stock equivalents (if dilutive) related to stock options and restricted stock units.

Earnings Per Share

Basic earnings per share is computed by dividing net income, reduced by dividends, by the weighted-average number of common shares outstanding for the year.

Diluted earnings per share is computed by dividing net income, reduced by dividends, by the weighted-average number of common shares outstanding plus common stock equivalents (if dilutive) related to stock options and restricted stock units.

Stock-Based Compensation

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The measurement date for director awards is the date of grant and stock-based compensation costs for non-employees are recognized as expense over the vesting period on a straight-line basis.

Stock-based compensation is classified in the accompanying Statements of Operations and Comprehensive Income (Loss) based on the function to which the related services are provided, which is included in operating expenses in the accompanying Consolidated Statements of Operations and Comprehensive Income (Loss).

Stock-based compensation is classified in the accompanying Statements of Operations and Comprehensive Income based on the function to which the related services are provided, which is included in operating expenses in the accompanying Consolidated Statements of Operations and Comprehensive Income.

Forfeitures are accounted for as they occur.

The fair value of each stock option grant is estimated on the date of grant by using either the Black-Scholes or the quoted stock price on the date of grant, unless the awards are subject to market conditions in which case the Company uses the Monte Carlo simulation model.

Due to the Company’s limited history, the expected term of the Company’s stock options granted to employees has been determined utilizing the method as prescribed by the Security and Exchange Commission's Staff Accounting Bulletin, Topic 14.

The fair value of each stock option grant is estimated on the date of grant using either the Black‑Scholes model or the quoted stock price on the date of grant, unless the awards are subject to market conditions, in which case the Company uses a Monte Carlo simulation model.

The expected term of stock options granted to employees is determined using the simplified method prescribed by the SEC’s Staff Accounting Bulletin Topic 14.

The expected term for stock options granted to non‑employees is equal to the contractual term of the options.

The risk-free interest rate is determined by reference to the US Treasury yield curve in effect at the time of grant of the award for time periods approximately equal to the expected term of the award.

Expected dividend yield is based on the fact that the Company has never paid cash dividends on common stock and does not expect to pay any cash dividends in the foreseeable future.

The risk‑free interest rate is determined by reference to the U.S.

Treasury yield curve in effect at the time of grant for periods approximating the expected term of the award.

Expected dividend yield is based on the fact that the Company has not paid cash dividends on its common stock and does not expect to do so in the foreseeable future.

Foreign Currency Transactions

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A change in the exchange rates between a subsidiary’s functional currency and the currency in which a transaction is denominated increases or decreases the expected amount of functional currency cash flows upon settlement of the transaction.

That increase or decrease in expected functional currency cash flows is recorded as foreign currency transaction income (loss), in the accompanying Consolidated Statements of Operations and Comprehensive Income (Loss).

BYRNA TECHNOLOGIES INC.

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Therefore, the foreign currency transaction gains or losses associated with the intercompany loans were recorded in accumulated other comprehensive loss in the Consolidated Balance Sheets for the fiscal years ended November 30, 2025 and 2024 .

Other Comprehensive Income (Loss)

Other comprehensive income (loss) consists of foreign currency translation adjustments and unrealized gains or losses on available for sale securities.

For the fiscal years ended November 30, 2024 and 2023, the Company recorded foreign currency translation gain of $ 0.4 million and loss of $ 0.7 million, respectively, on its intercompany loan, which is considered permanent or long-term nature.

For the fiscal year ended November 30, 2024, the Company recorded unrealized gains on available for sale securities of $ 0.1 million.

Unrealized gains or losses recorded for the fiscal year ended November 30, 2023 was zero .

Other Comprehensive Income

Other comprehensive income consists of foreign currency translation adjustments and unrealized gains or losses on available for sale securities.

For the fiscal years ended November 30, 2025 and 2024 , the Company recorded foreign currency translation gain of less than $ 0.1 million and foreign currency translation loss of $ 0.1 million, respectively.

For the fiscal years ended November 30, 2025 and 2024 , the Company recorded foreign currency translation gain of less than $ 0.1 million and $ 0.4 million, respectively, on its intercompany loan, which is considered permanent or long-term nature.

For the fiscal year ended November 30, 2025 , the Company recorded net unrealized loss on available for sale securities of less than $ 0.1 million.

Unrealized gains recorded for the fiscal year ended November 30, 2024 , was $ 0.1 million.

Fair Value Measurement

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The Company considers the applicability and impact of all Accounting Standards Updates ("ASUs").

not discussed below were assessed and determined to be either

not applicable or are expected to have minimal impact on the financial statements.

ASUs not discussed below were assessed and determined to be either not applicable or are expected to have minimal impact on the financial statements.

Recently Adopted Accounting Pronouncement

In 2016, the Financial Accounting Standards Board ("FASB") issued ASU 2016 - 13, Financial Instruments – Credit Losses (Topic 326 ):

Measurement of Credit Losses on Financial Instruments.

The guidance changes the impairment model used to measure credit losses for most financial assets.

A new forward-looking expected credit loss model replaced the existing incurred credit loss model and applies to the Company’s accounts receivables.

This is expected to generally result in earlier recognition of allowances for credit losses.

The Company adopted ASU 2016 - 13 on December 1, 2023, and it did not have a material impact on the Company’s financial statements.

In January 2017, the FASB issued ASU 2017 - 04, Intangibles - Goodwill and Other (Topic 350 ):

Simplifying the Test for Goodwill Impairment (“ASU 2017 - 04” ).

The FASB issued the update to simplify the measurement of goodwill by eliminating step 2 from the goodwill impairment test.

An entity should recognize an impairment charge for the amount by which the carrying amount exceeds the reporting unit’s fair value.

The Company adopted ASU 2017 - 04 on December 1, 2023, and it did not have a material impact on the Company’s financial statements.

In 2023, the FASB issued ASU 2023‑07, Segment Reporting (Topic 280 ):

Improvements to Reportable Segment Disclosures, which requires expanded annual and interim disclosures of significant segment expenses that are regularly provided to the chief operating decision maker and included within each reported measure of segment profit or loss.

The guidance also requires enhanced reconciliations of segment measures to consolidated financial results.

The Company adopted the guidance effective for the fiscal year ended November 30, 2025.

Adoption resulted in expanded segment disclosures, including significant segment expenses and reconciliations to consolidated measures.

See Note 19, "Segment and Geographical Disclosures" for additional information.

Accounting Pronouncements Issued but Not Adopted

The FASB also issued ASU 2023 - 07:

Segment Reporting Topic 280 - Improvements to Reportable Segment Disclosures.

This update requires expanded annual and interim disclosures for significant segment expenses that are regularly provided to the chief operating decision maker and included within each reported measure of segment profit or loss.

This update will be effective for fiscal years beginning after December 15, 2023, and is to be applied retrospectively to all periods presented in the financial statements.

The Company believes the adoption of ASU 2023 - 07 will not have a material impact on the consolidated financial statements.

In 2023, the FASB issued ASU 2023 - 09, Income Taxes (Topic 740 ):

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In March 2024, the Financial Accounting Standards Board (FASB) issued ASU 2024 - 03, Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures (Subtopic 220 - 40 ):

Disaggregation of Income Statement Expenses.

Disaggregation of Income Statement Expenses, as amended by ASU 2025 - 01.

This guidance focuses on the disaggregation of income statement expenses.

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The objective is to provide users with a clearer understanding of the nature and variability of expenses reported in the income statement.

The standard is effective for fiscal years beginning after December 15, 2024, with early adoption permitted.

We are currently assessing the impact of ASU 2024 - 03 on our financial statement disclosures.

The standard is effective for fiscal years beginning after December 15, 2026, and interim reporting periods beginning after December 15, 2027, with early adoption permitted.

We are currently assessing the impact of this standard on our financial statement disclosures.

While we anticipate that the adoption of this standard will require additional disclosures, we do not expect it to have a material impact on our financial position or results of operations.

In January 2025, the Financial Accounting Standards Board (FASB) issued ASU 2025 - 01, Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures (Subtopic 220 - 40 ):

Clarifying the Effective Date, which provides clarification regarding the effective date for implementing the expense disaggregation disclosures outlined in ASU 2024 - 03.

This update is intended to ensure that entities have a clear understanding of the timeline for adopting the new disclosure requirements, thereby promoting consistency and comparability in financial reporting.

The clarification specifies that the standard is effective for fiscal years beginning after December 15, 2024, with early adoption permitted.

We are currently evaluating the implications of ASU 2025 - 01 on our implementation timeline and disclosure practices.

We remain committed to providing transparent and comprehensive financial information and will ensure compliance with the clarified effective date.

In July 2025, the Financial Accounting Standards Board (FASB) issued ASU 2025 - 05, which addresses the measurement of credit losses for accounts receivable and contract assets.

This update introduces a practical expedient that allows entities to assume that current conditions will remain unchanged until the maturity of the asset, simplifying the estimation of expected credit losses.

ASU 2025 - 05 is effective for annual reporting periods beginning after December 15, 2025, and for interim periods thereafter, requiring prospective application to estimates of expected credit losses post-adoption.

The Company is currently evaluating the impact that ASU 2025 - 05 will have on its financial statements and disclosures.

While it is too early to determine the specific effects, the Company anticipates that the adoption may improve the relevance and usability of the financial information provided to users without having a material impact on its consolidated financial position or results of operations.

BYRNA TECHNOLOGIES INC.

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MARKETABLE DEBT SECURITIES

The following table summarizes our marketable securities and available-for-sale investments as of November 30, 2024 ( in thousands):

The following table summarizes the Company's available-for-sale marketable debt securities as of November 30, 2025 ( in thousands):

Unrealized Gains

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$ 1,736 $ 18 $ - $ 1,754 $ 1,754

November 30, 2024

Due within one year or less

The following table summarizes the Company's available-for-sale marketable debt securities as of November 30, 2024 ( in thousands):

Corporate bonds

$ 2,950 $ 18 $ - $ 2,968 $ 2,968

Treasury securities

5,889 47 - 5,936 5,936

$ 8,839 $ 65 $ - $ 8,904 $ 8,904

The following table summarizes the fair value of marketable debt securities by level within the fair value hierarchy as of November 30, 2025:

November 30, 2025

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$ 6,779 $ 6,797 $ 5,043 $ 1,754 $ -

The following table summarizes the fair value of marketable debt securities by level within the fair value hierarchy as of November 30, 2024:

November 30, 2024

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Corporate bonds

2,950 2,968 - 2,968 -

Treasury securities

5,889 5,936 - 5,936 -

$ 20,143 $ 20,208 $ 11,304 $ 8,904 $ -

BYRNA TECHNOLOGIES INC.

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(Amounts expressed in US Dollars)

INVESTMENT AND LOAN IN JOINT VENTURE

The Company accounted for the investment in the joint venture using the equity method since the Company did not have voting control of Byrna LATAM.

Additionally, the Company did not have substantive participating rights that would result in the Company having control of Byrna LATAM.

The Company recorded its share of the joint venture’s losses for the twelve months ended November 30, 2024 and November 30, 2023, of less than $ 0.1 million and $ 0.6 million, respectively, in the Consolidated Statements of Operations and Comprehensive Income (Loss) as loss from joint venture.

The carrying value of the Company's investment in the joint venture on November 30, 2024 and 2023, is at zero in the Consolidated Balance Sheets.

On August 19, 2024, the Company sold it’s 51 % ownership interest to Fusady S.A.

TRANSACTIONS WITH BYRNA LATAM

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

("Byrna LATAM"), a corporate joint venture formed to expand the Company’s operations and presence in South American markets, for $ 0.5 million.

The Company accounted for the investment in the joint venture using the equity method.

On August 19, 2024, the Company sold its 51 % ownership interest to Fusady S.A.

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

This LATAM Licensing Agreement allows Byrna LATAM to exclusively manufacture the Byrna SD launcher and ammunition in certain South American countries and requires Byrna LATAM to pay the Company a royalty on Byrna products manufactured.

The amount of royalty earned and outstanding at end of November 30, 2024, was not material.

The amount of royalty earned during the fiscal year ended November 30, 2025 , and outstanding as of November 30, 2025 , was $ 1.6 million and $ 1.1 million, respectively.

The amount outstanding as of November 30, 2024, was not material.

The LATAM Share Purchase Agreement also includes put and call rights based on defined triggers which expire on August 19, 2029.

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The loan bore interest at a rate equal to Secured Overnight Financing Rate ("SOFR") plus 3.0%.

Interest income related to the loan receivable was less than $ 0.1 million for the year ended November 30, 2024.

The interest income is included in interest income in the Consolidated Statements of Operations and Comprehensive Income (Loss).

Interest income related to the loan receivable was less than $ 0.1 million for the years ended November 30, 2025 and 2024 .

The interest income is included in interest income in the Condensed Consolidated Statements of Operations and Comprehensive Income.

On August 19, 2024, the loan was amended to fix the loan amount at $ 1,431,112 plus accrued interest of $ 203,373 for a total loan amount of $ 1,634,485 .

The loan bears an annual rate of interest of 5 % per annum.

The loan will be repaid in twelve equal installments starting on August 19, 2025.

The loan receivable was recorded as loan to joint venture in the Consolidated Balance Sheets until the consummation of the LATAM Share Purchase Agreement at which time the Company recorded the current portion of the loan as part of Prepaid expenses and other current assets and the non-current portion is recorded as part of Other assets on the Consolidated Balance Sheet as of November 30, 2024.

The loan is to be repaid in twelve equal monthly installments beginning on August 19, 2025.

The loan receivable was recorded as loan to joint venture in the Consolidated Balance Sheets until the consummation of the LATAM Share Purchase Agreement at which time the Company recorded the current portion of the loan as part of Prepaid expenses and other current assets and the non-current portion is recorded as part of the Other assets on the Consolidated Balance Sheets as of November 30, 2025 and 2024 .

The loan amount outstanding as of November 30, 2025 was $ 1.1 million, all of which is recorded as part of Prepaid expenses in the consolidated balance sheet.

The loan amount outstanding as of November 30, 2024, was $ 1.7 million.

$ 0.7 million was recorded as part of Prepaid expenses and $ 1.0 million was recorded as part of Other assets in the consolidated balance sheet.

REVENUE, DEFERRED REVENUE AND ACCOUNTS RECEIVABLE

Deferred Revenue

Changes in deferred revenue, which relate to advance payments, unfulfilled e-commerce orders and amounts to be recognized under extended 3 -year service warranty, for the years ended November 30, 2024 and 2023 are summarized below (in thousands).

The balance of deferred revenue, which relate to advance payments, unfulfilled e-commerce orders and amounts to be recognized under extended three -year and five -year service warranty, was $ 0.5 million as of November 30, 2025 , $ 1.8 million as of November 30, 2024, and $ 1.9 million as of November 30, 2023.

Changes in deferred revenue for the years ended November 30, 2025 and 2024 are summarized below (in thousands).

The Company recognized warranty revenue totaling $ 0.3 million and $ 0.3 million, respectively, during the years ended November 30, 2025 and 2024 .

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Revenue Disaggregation

The Company presents disaggregation of revenue by reportable sales channel consistent with ASC 280, as the CODM evaluates the business on a segment basis.

The following table presents disaggregation of the Company’s revenue by market and distribution channel (in thousands):

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$ 118,120 $ 85,756

The Company presents revenues net of returns, allowances, and discounts.

The following table presents disaggregation of the Company’s net revenue by revenue stream (in thousands):

$ 116,482 $ 85,756

$ 118,120 $ 85,756

Accounts Receivable

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Accounts receivable, net of allowances, was $ 10.8 million, $ 2.6 million, and $ 2.9 million as of November 30, 2025, 2024 and 2023 respectively.

Allowance for Expected Credit Losses

The Company estimates the balance of its allowance for expected credit losses.

The Company also considers customer-specific information, current market conditions, and reasonable and supportable forecasts of future economic conditions.

Account balances are written off against the allowance when it is determined that the receivable will not be recovered.

As of November 30, 2024, 2023 and 2022 , the allowance for credit losses was $ 0.3 million, $ 0.6 million, and less than $ 0.1 million, respectively.

BYRNA TECHNOLOGIES INC.

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$ 32,694 $ 19,972

The Company reviews inventory for excess and obsolete products and makes provisions based on its estimate of the probability that the material will not be consumed or that it will be sold below cost.

The inventory reserves were $ 0.4 million and $ 0.7 million at November 30, 2024 and 2023, respectively.

The Company reviews inventory for excess and obsolete products and records provisions based on its estimate of the probability that material will not be consumed in production or will be sold below cost.

Inventory increased from $ 20.0 million as of November 30, 2024 to $ 32.7 million as of November 30, 2025 , primarily due to planned production increases to support the expansion of the wholesale and retail segment and the launch of new product configurations.

The Company recorded an inventory reserve of $ 0.4 million at November 30, 2025 related to slow‑moving components and discontinued SKUs, which is consistent with the $ 0.4 million inventory reserve recorded at November 30, 2024 .

PROPERTY AND EQUIPMENT

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The Company recognized approximately $ 1.9 million and $ 1.2 million in depreciation expense during the years ended November 30, 2025 and 2024 , respectively.

Depreciation expense is presented in the operating expenses and within cost of goods sold in the accompanying Consolidated Statements of Operations and Comprehensive Income (Loss).

Depreciation expense is presented in the operating expenses and within cost of goods sold in the accompanying Consolidated Statements of Operations and Comprehensive Income.

At November 30, 2025 and 2024 , the Company deposited $ 1.5 million and $ 2.7 million, respectively, with vendors primarily for supply of molds and equipment where the vendors have not completed supply of these assets.

The Company placed $ 0.4 million and less than $ 0.1 million of molds and equipment deposits and software deposits, respectively, from November 30, 2023 into service during fiscal year November 30, 2024 .

The Company placed $ 1.2 million and $ 0.5 million of molds and equipment deposits and software deposits, respectively from November 30, 2022 into service during fiscal year November 30, 2023 .

The deposits are presented in the Consolidated Balance Sheets as deposits for equipment.

The Company placed $ 1.1 million, less than $ 0.1 million, and $ 7.1 million of leasehold improvements deposits, software deposits, and molds and equipment deposits, respectively, from November 30, 2024 into service during fiscal year November 30, 2025 .

The Company placed $ 0.4 million and less than $ 0.1 million of molds and equipment deposits and software deposits, respectively from November 30, 2023 into service during fiscal year November 30, 2024 .

INTANGIBLE ASSETS

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2 70 ( 70 ) — 70 ( 70 ) —

Federal Firearms License

$ 4,391 $ ( 1,305 ) $ 3,086 $ 4,385 $ ( 1,048 ) $ 3,337

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All other intangible assets are finite-lived.

Intangible assets amortization expenses are recorded within operating expenses in the accompanying Consolidated Statements of Operations and Comprehensive Income (Loss).

Intangible assets amortization expenses are recorded within operating expenses in the accompanying Consolidated Statements of Operations and Comprehensive Income.

Total intangible assets amortization expense for the years ended November 30, 2025 and 2024 were $ 0.3 million and $ 0.3 million, respectively.

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(Amounts expressed in US Dollars)

LINES OF CREDIT

On January 19, 2021, the Company entered into a $ 5.0 million revolving line of credit with a bank.

The revolving line of credit bore interest at a rate equal to the Wall Street Journal Prime Rate plus 0.50 %, subject to a floor of 4.00 %.

The revolving line of credit was secured by the Company’s accounts receivable and inventory.

The line of credit was subject to an unused fee of 0.25 % paid once annually.

The line of credit expired on January 19, 2024.

Also on January 19, 2021, the Company entered into a $ 1.5 million equipment financing line of credit with a bank.

The line of credit bore interest at a rate equal to the Wall Street Journal Prime Rate plus 0.50 %, subject to a floor of 4.00 %.

The line of credit was secured by the Company’s equipment.

The line of credit was subject to an unused fee of 0.25 % paid once annually.

The line of credit expired on January 19, 2024.

As of November 30, 2024 there was no line of credit in place.

As of November 30, 2023 , there was no outstanding balance on the revolving line of credit and the Company had not drawn on the equipment financing line of credit.

Debt issuance costs related to the lines of credit were $ 0.1 million.

Debt issuance costs of $ 0.1 million were amortized over the term of the debt and are presented as part of Other Assets in the Consolidated Balance Sheets.

Amortization of less than $ 0.01 million and $ 0.03 million for the years ended November 30, 2024 and 2023 is included in Interest income, net in the Consolidated Statements of Operations and Comprehensive Income (Loss).

The revolving line of credit and equipment financing line of credit were terminated on January 19, 2024 and not renewed.

BYRNA TECHNOLOGIES INC.

Notes to Consolidated Financial Statements

November 30, 2024 and 2023

(Amounts expressed in US Dollars)

STOCKHOLDERS’ EQUITY

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On July 31, 2024, the Company's Board of Directors approved a plan to buy back up to $ 10 million worth of shares of Common Stock (the “Stock Buyback Program”).

The Company's Stock Buyback Plan is intended to return capital to shareholders and to minimize the dilutive impact of stock options and other sharebased awards.

The Stock Buyback Program will expire on the sooner of the two -year anniversary of its initiation or until we reach the aggregate limit of $ 10 million for the repurchases under the program.

The repurchased shares are recorded as part of treasury stock and are accounted for under the cost method.

In the twelve months ended November 30, 2024, we repurchased 0.3 million shares of common stock for $ 3.8 million.

The following table summarizes repurchases made during the fiscal year ended November 30, 2024:

Cost of Shares

Shares purchased - March 2024

21,905 $ 253,003 $ 11.6

Shares purchased - August 2024

291,141 2,994,296 10.3

Shares purchased - September 2024

506 5,695 11.3

Shares purchased - October 2024

35,678 499,997 14.0

349,230 $ 3,752,991 $ 10.7

In March 2024, 21,905 units were repurchased by the Company for $ 0.3 million for shares withheld to pay the payroll tax liability of the vesting RSUs and treated as treasury stock.

For the year ended November 30, 2025 , the Company repurchased 0.06 million shares of common stock for $ 1.1 million.

For the year ended November 30, 2024 , the Company repurchased 0.3 million shares of common stock for $ 3.8 million.

BYRNA TECHNOLOGIES INC.

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STOCK-BASED COMPENSATION

On October 23, 2020, the Board approved and on November 19, 2020, the stockholders approved the Byrna Technologies Inc.

In 2020, the Board and the stockholders approved the Byrna Technologies Inc.

2020 Equity Incentive Plan (the “2020 Plan”).

The aggregate number of shares of common stock available for issuance in connection with options and other awards granted under the 2020 Plan is 2,500,000 .

On April 26, 2022, the Company’s Board of Directors approved and on June 17, 2022, the Company's stockholders approved the increase of the number of shares of common stock available for issuance under the 2020 Plan by 1,300,000 shares to a total of 3,800,000 shares.

In 2022, the Company’s Board of Directors and the Company's stockholders approved the increase of the number of shares of common stock available for issuance under the 2020 Plan by 1,300,000 shares to a total of 3,800,000 shares.

The 2020 Plan is administered by the Compensation Committee of the Board.

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Total stock-based compensation expense was $ 3.1 million and $ 3.4 million for the years ended November 30, 2025 and 2024 , respectively.

Total stock-based compensation expense was recorded in Operating expenses in the accompanying Consolidated Statements of Operations and Comprehensive Income (Loss).

Total stock-based compensation expense was recorded in Operating expenses in the accompanying Consolidated Statements of Operations and Comprehensive Income.

Restricted Stock Units

During the year ended November 30, 2024 the Company granted 600,000 of the RSU's with a “double trigger” for vesting based on stock price and time, as follows:

( 1 ) one - third of the RSUs will be triggered when the Company’s stock trades above $ 6.00 on a 20 -day VWAP, the second one - third of the RSUs will be triggered when the Company’s stock trades above $ 9.00 on a 20 -day VWAP, and the final one - third of the RSUs will be triggered when the stock trades above $ 12.00 on a 20 -day VWAP and ( 2 ) the employee must remain employed by the Company for three years from the effective date for the RSUs to vest.

During the year ended November 30, 2023 , the Company did not grant "double trigger" RSUs.

In addition, the Company also granted 153,232 and 102,720 time-based RSU's during the years ended November 30, 2024 and 2023 , respectively.

Stock-based compensation expense for the RSUs for the years ended November 30, 2024 and 2023 was $ 1.6 million and $ 3.6 million, respectively.

During the year ended November 30, 2023, the Company accelerated the vesting of 200,000 RSUs held by the Company's former CTO.

The acceleration of these 200,000 RSUs resulted in $ 0.5 million of a tax payment for which the Company withheld 89,182 shares from the former CTO in exchange.

The acceleration of these RSUs was considered an equity award modification and resulted in an immaterial stock-based compensation expense.

As of November 30, 2024 , there was $ 2.4 million of unrecognized stock-based compensation cost related to unvested RSUs which is expected to be recognized over a weighted average of 1.6 years.

During the year ended November 30, 2025, the Company granted performance-based RSUs (“PSUs”) to certain employees.

The number of PSUs that may ultimately vest is contingent upon the achievement of specified GAAP revenue targets for the fiscal year 2026 performance period ( December 1, 2025 through November 30, 2026), as well as the participant’s continued employment through November 30, 2027.

As of November 30, 2025 , the performance metrics are probable of being achieved.

The actual number of shares that may be earned ranges from 0 % to 200 % of the target award, depending on the level of achievement of the performance goals.

Any earned PSUs will vest on November 30, 2027, subject to continued service through such date.

Compensation expense is recognized for PSUs only to the extent that it is probable the performance conditions will be achieved.

During the year ended November 30, 2025, the Company granted 129,588 RSUs consisting of 97,102 time-based RSUs and 32,486 PSUs.

During the year ended November 30, 2024, the Company granted 600,000 PSUs with a “double trigger” for vesting based on stock price and time, as follows:

( 1 ) one - third of the RSUs would be triggered when the Company’s stock trades above $ 6.00 on a 20 -day VWAP, the second one - third of the RSUs would be triggered when the Company’s stock trades above $ 9.00 on a 20 -day VWAP, and the final one - third of the RSUs would be triggered when the stock trades above $ 12.00 on a 20 -day VWAP and ( 2 ) the employee must remain employed by the Company for three years from the effective date for the RSUs to vest.

Stock-based compensation expense for the RSUs and PSUs for the year ended November 30, 2025, and November 30, 2024, was $ 2.1 million and $ 1.6 million, respectively.

As of November 30, 2025 , there was $ 3.4 million of unrecognized stock‑based compensation cost related to unvested awards, consisting of $ 2.8 million associated with RSUs and $ 0.6 million associated with PSUs.

This cost is expected to be recognized over a weighted‑average period of approximately 0.9 years.

RSU Valuation

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Outstanding, November 30, 2025

Of the 690,077 restricted stock units issued, 57,697 units were returned to the Company and retired in exchange for the Company paying for the payroll withholding taxes, and 21,905 units were repurchased by the Company for $ 0.3 million for shares withheld to pay the payroll tax liability of the vesting RSUs and treated as treasury stock.

For the twelve months ended November 30, 2024, restricted stock units of 611,994 , net, were issued.

Of the 165,017 RSUs that were settled during the year ended November 30, 2025 , 17,794 units were withheld by the Company in exchange for the Company paying for the payroll withholding taxes.

For the year ended November 30, 2025 , RSUs of 147,223 , net, were issued in connection with the settlement of RSUs.

Of the 691,596 RSUs that were settled during the year ended November 30, 2024 , 57,697 units were withheld by the Company in exchange for the Company paying for the payroll withholding taxes, and 21,905 units were repurchased by the Company for $ 0.3 million for shares withheld to pay the payroll tax liability of the vesting RSUs and treated as treasury stock.

For the year ended November 30, 2024 , RSUs of 611,994 , net, were issued in connection with the settlement of RSUs.

Stock Options

During the years ended November 30, 2024 and 2023 , the Company granted options to employees and directors to purchase 199,500 and 249,999 shares of common stock, respectively.

During the year ended November 30, 2025 , the Company did not grant any options.

During the year ended November 30, 2024 , the Company granted options to employees and directors to purchase 199,500 shares of common stock.

The Company recorded stock-based compensation expense for options granted to its employees and directors of $ 1.0 million and $ 1.8 million during the years ended November 30, 2025 and 2024 , respectively.

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Stock Option Valuation

The assumptions that the Company used to determine the grant-date fair value of stock options granted to employees and non-employees for the years ended November 30, 2024 and 2023 were as follows:

The assumptions that the Company used to determine the grant-date fair value of stock options granted to employees and non-employees for the year ended November 30, 2024, were as follows:

Risk free rate

4.10 % 3.63 %

Expected dividends

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Market price of the Company’s common stock on date of grant

$ 6.89 $ 8.96

Exercise price

$ 6.89 $ 8.96

BYRNA TECHNOLOGIES INC.

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( 49,500 ) 7.24

( 107,750 ) 8.09

Outstanding, November 30, 2024

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766,196 $ 9.58

Of the 137,001 shares issued upon exercise of options during the year ended November 30, 2025 , 36,807 options were surrendered due to cashless exercise.

Of the 292,827 shares issued upon exercise of options during the year ended November 30, 2024 , 61,859 options were surrendered due to cashless exercise.

The stock options outstanding at the end of the year had weighted-average contractual life as follows:

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EARNINGS PER SHARE

For the year ended November 30, 2024 , the Company recorded net income and, as such, used diluted weighted-average common shares outstanding when calculating diluted income per share for the year ended November 30, 2024 .

Stock options and RSUs that could potentially dilute basic earnings per share (“EPS”) in the future are included in the computation of diluted income per share.

For the year ended November 30, 2023 , the Company recorded net loss available to common shareholders.

As such, because the dilution impact from potential common shares was antidilutive, the Company used basic weighted-average common shares outstanding, rather than diluted weighted-average common shares outstanding when calculating diluted loss per share for the year ended November 30, 2023 .

Net income (loss)

Diluted earnings per share (“EPS”) includes the effect of potentially dilutive common stock equivalents, including stock options and restricted stock units (“RSUs”), to the extent such securities are dilutive.

Basic EPS is computed using the weighted‑average number of common shares outstanding during the period.

Diluted EPS reflects the potential dilution that could occur if securities or other contracts to issue common stock were exercised or converted.

$ 9,687 $ 12,792

Weighted-average number of shares used in computing net loss per share, basic

Weighted-average number of shares used in computing net income per share, basic

22,665,395 22,504,938

Weighted-average number of shares used in computing net loss per share, diluted

Weighted-average number of shares used in computing net income per share, diluted

24,149,794 23,139,549

Net income (loss) per share - basic

Net income per share - basic

$ 0.43 $ 0.57

Net income (loss) per share - diluted

Net income per share - diluted

$ 0.40 $ 0.55

The Company’s potential dilutive securities, which include stock options and RSUs have been excluded from the computation of diluted net income (loss) per share as the effect would be anti-dilutive.

Therefore, the weighted-average number of common shares outstanding used to calculate both basic and diluted net income (loss) per share attributable to common stockholders is the same.

The following potential common shares, presented based on amounts outstanding at each period end, were excluded from the calculation of diluted net income (loss) per share attributable to common stockholders for the periods indicated because including them would have had an anti-dilutive effect:

The Company’s potential dilutive securities, which include stock options and RSUs have been excluded from the computation of diluted net income per share as the effect would be anti-dilutive.

The following potential common shares, presented based on amounts outstanding at each period end, were excluded from the calculation of diluted net income per share attributable to common stockholders for the periods indicated because including them would have had an anti-dilutive effect:

Stock options

256,423 1,384,666

Restricted stock

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Amounts due to related parties are unsecured, non-interest bearing and due on demand.

The Company terminated the royalty payments to the Company's former CTO in December 2021 and the Company granted 200,000 RSUs during the fiscal year ended November 30, 2023 in exchange to waive all future rights and entitlements to the former CTO.

During the fiscal year ended November 30, 2024 , the Company and the former CTO agreed to immediately accelerate the 200,000 RSUs, which resulted in $ 0.5 million in accelerated stock compensation expense.

Refer to Note 19, "Commitments and Contingencies - Royalty Payments," for additional information.

The Company subleases office premises at its Massachusetts headquarters to a corporation owned and controlled by the Chief Executive Officer ("CEO") of the Company beginning July 1, 2020, with no stated termination date.

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There were $ 0.1 million sales to Bersa S.A.

during the year ended November 30, 2024 and less than $ 0.1 million for the year ended November 30, 2023.

As of November 30, 2023, the Company had accounts receivable of approximately $ 1.6 million.

Because of the divesture of the joint venture, Fusady is no longer considered a related party as of November 30, 2024.

during the year ended November 30, 2024.

Because of the divesture of the joint venture in August 2024, Fusady is no longer considered a related party.

Operating Leases

The Company has operating leases for real estate in the United States and South Africa and does not have any finance leases.

The Company has operating leases for real estate in the United States and formerly in South Africa and does not have any finance leases.

In 2019, the Company entered into a real estate lease for office space in Andover, Massachusetts.

In August 2021, the lease was amended to include additional space and extend the term of the existing space by one year.

In August 2021, the lease was amended to include additional space and extended the term of the existing space by one year.

The new lease expiration date is February 29, 2028.

The base rent is less than $ 0.1 million per month.

The Company leases office and warehouse space in South Africa.

The Company has exercised its right to extend the lease for an additional year.

The lease, which was originally set to expire in December 2024, is now extended to December 2025.

The Company leases warehouse and manufacturing space in Fort Wayne, Indiana.

The lease expires on July 31, 2025 .

The base rent is approximately $ 0.01 million per month.

In November 2021, the Company entered into a new lease which commenced in August 2022.

The lease expires July 31, 2027 .

The base rent is less than $ 0.1 million per month.

The Company sub-leases the former Fort Wayne facility which commenced in August 2022.

The amount received from the sub-lease is immaterial.

In March 2024, the Company terminated the lease and sublease on the former Fort Wayne facility.

The Company previously leased office and warehouse space in South Africa.

The lease had been extended through December 2025 and was not renewed.

Manufacturing operations at this location ceased during the third quarter of 2025.

The Company leased warehouse and manufacturing space in Fort Wayne, Indiana.

The lease was to expire on July 31, 2025 .

Commencing in August 2022, the Company sub-leased this Fort Wayne facility.

The amount received from the sub-lease was immaterial.

In March 2024, the Company terminated the lease and sublease.

Commencing in July 2024, the Company entered into a new operating lease for warehouse and retail office space located in Fort Wayne, Indiana.

The lease term is for five years, commencing on July 15, 2024 and expiring on July 14, 2029 .

As of November 30, 2024, the total right-of-use asset amounting to $ 0.3 million and the corresponding lease liability of $ 0.3 million are reflected in the Company's consolidated financial statements.

The Company also leases office space in Las Vegas, Nevada, which expires on January 31, 2027.

The base rent is less than $ 0.1 million per month.

Commencing in August 2024, the Company entered into a new operating lease for retail office space located in Salem, New Hampshire.

The lease term is for seven years, commencing on August 22, 2024 and expiring on August 21, 2029 .

As of November 30, 2024, the total right-of-use asset amounting to $ 0.1 million and the corresponding lease liability of $ 0.1 million are reflected in the Company's consolidated financial statements.

The lease term is for five years, commencing on August 22, 2024 and expiring on August 21, 2029 .

Commencing in August 2024, the Company entered into a new operating lease for retail office space located in Scottsdale, Arizona.

The lease term is for ten years, commencing on August 27, 2024 and expiring on July 31, 2032 .

As of November 30, 2024, the total right-of-use asset amounting to $ 0.7 million and the corresponding lease liability of $ 0.7 million are reflected in the Company's consolidated financial statements.

The lease term is for eight years, commencing on August 27, 2024 and expiring on July 31, 2032 .

Commencing in November 2024, the Company entered into a new operating lease for retail office space located in Franklin, Tennessee.

The lease term is for five and a half years, commencing on November 1, 2024 and expiring on April 30, 2030 .

Commencing on April 1, 2025, the Company entered into another operating lease for office space located in Las Vegas, Nevada.

The lease term is for three years, expiring on April 30, 2028 .

As of November 30, 2025, the total right-of-use asset amounting to $ 0.1 million and the corresponding lease liability of $ 0.2 million are reflected in the Company's consolidated financial statements.

Commencing in October 2025, the Company assumed two operating leases for retail suites located in Santa Clarita, California.

The leases each have a two -year term, commencing on October 3, 2025 and expiring on September 14, 2027 .

The Company subleases both suites to a third -party dealer.

The Company remains the primary obligor under the head leases and invoices the subtenant for an equivalent amount of rent with no markup.

As of November 30, 2025, the combined right-of-use assets and lease liabilities associated with the two leases are reflected in the Company’s consolidated financial statements.

Certain of the Company’s leases contain options to renew and extend lease terms and options to terminate leases early.

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Operating lease liabilities arising from obtaining right-of-use assets

$ 264 $ 1,404

Operating Leases:

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Deferred expense (benefit):

1,832 ( 5,164 )

( 129 ) ( 673 )

Total deferred expense (benefit)

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The net deferred income tax asset (liability) balance related to the following (in thousands):

Net operating loss carryforwards

Net operating loss ("NOL") carryforwards

$ 2,002 $ 3,438

R&D tax credits

Stock compensation

Research and development tax credits

Stock-based compensation

Inventory reserve

Bad debt reserve

Accrued payroll

Warranty reserve

Allowance for current expected credit losses

Personnel costs

Warranty reserves

Foreign tax credit carryforwards

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Lease liability

R&E capitalization

Research and experimental capitalization

Business interest limitation

Equity investments

Subtotal deferred tax assets

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$ 4,134 $ 5,837

The Company notes $ 0.04 million of a United States state refundable tax credit awarded in the year has been recorded as a component of income before income taxes in accordance with GAAP.

The Company notes less than $ 0.1 million of a United States state refundable tax credit awarded in the year has been recorded as a component of income before income taxes in accordance with U.S.

As of November 30, 2025 , the Company had federal and state NOL carryforwards of approximately $ 7.5 million and $ 3.2 million, respectively, which begin to expire in 2029 for federal and state purposes.

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The federal and state research and development credits begin to expire in 2044 and 2039, respectively.

There were no federal or state research and development tax credits as of November 30, 2023.

Deferred tax assets are presented in other assets in the accompanying Consolidated Balance Sheets.

There were $ 0.1 and $ 0.2 million of federal or state research and development tax credits as of November 30, 2024 , respectively.

Deferred tax assets are presented separately in the accompanying Consolidated Balance Sheets.

Future realization of the tax benefits of existing temporary differences and NOL carryforwards ultimately depends on the existence of sufficient taxable income within the carryforward period.

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The Company determined that it was possible to reasonably quantify future taxable income and determined that it is more likely than not that all of the US deferred tax assets will be realized.

Accordingly, the Company has reversed most of its US valuation allowance as of November 30, 2024 and maintains a full valuation allowance on the South Africa deferred tax assets as of November 30, 2024.

The Company had a full valuation allowance on its worldwide deferred tax assets as of November 30, 2023.

Additionally, a deferred tax liability had been established in the United States during the prior year relating to tax basis in excess of book basis on an indefinite lived intangible given the valuation allowance position as of

November 30, 2023.

November 30, 2024 and

2023, the Company recognized valuation allowances of

$ 0.8 million and

$ 9.3 million, respectively, related to its deferred tax assets created in those respective years.

The net increase/(decrease) of (

$ 8.5 ) million and

$ 1.4 million in the valuation allowance reflects the release of the US valuation allowance for

November 30, 2024 and a net increase in gross deferred tax asset between

November 30, 2023 and the prior fiscal years, respectively.

Accordingly, the Company has reversed most of its US valuation allowance as of November 30, 2024, and maintains a full valuation allowance on the South Africa deferred tax assets as of November 30, 2025 and 2024 .

At November 30, 2025 and 2024 , the Company recognized valuation allowances of $ 0.8 million and $ 0.8 million, respectively, related to its deferred tax assets.

The net increase (decrease) of less than $ 0.1 million and $( 8.5 ) million in the valuation allowance reflects the net operating loss position in South Africa for November 30, 2025 and the release of the U.S.

valuation allowance for November 30, 2024, respectively

Pursuant to Internal Revenue Code Section 382, use of NOL carryforwards may be limited if the Company experiences a cumulative change in ownership of greater than 50% in a moving three -year period.

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Based on the analysis, the cumulative ownership change is 12.07 %.

As a result, no resulting limitation of NOL carryforwards has been considered in determining the full valuation allowance against the related deferred tax assets as noted above.

As a result, no resulting limitation of NOL carryforwards has been considered in determining the valuation allowance position against the related deferred tax assets as noted above.

The Tax Cuts and Jobs Act of 2017 requires taxpayers to capitalize and amortize, rather than deduct, research and experimental, or R&E, expenditures under section 174 for tax years beginning after December 31, 2021.

This rule became effective for the Company during the prior year ended November 30, 2023 and resulted in the capitalization for income tax purposes of R&E costs of $ 2.0 million.

During the current year ended November 30, 2024, the capitalization for income tax purposes of R&E costs is $ 2.5 million.

The Company will amortize these costs for tax purposes over 5 years if the R&E was performed in the U.S.

This rule became effective for the Company during the prior year ended November 30, 2023 and resulted in the capitalization for income tax purposes of R&E costs through November 30, 2024 of $ 4.5 million.

During the year ended November 30, 2025 , the capitalization for income tax purposes of R&E costs is $ 2.4 million.

The Company will amortize these costs for tax purposes over five years if the R&E was performed in the U.S.

and over 15 years if the R&E was performed outside the U.S.

On July 4, 2025, the One Big Beautiful Bill Act (“OBBBA”) was enacted.

The OBBBA amends U.S.

tax law including provisions related to domestic research and development expenses and bonus depreciation, among others.

Bonus depreciation on new fixed asset additions placed in service after January 19, 2025 is now 100% and the Company has included the estimated impact of items affecting its current tax period as part of its income tax expense computed for the year ended November 30, 2025.

The provision related to domestic research and development expenses and other provisions are in effect for tax years beginning after December 31, 2024 and will not be in effect for the Company until next year, but the Company does not expect a material impact of the OBBBA on its consolidated financial statements as of November 30, 2025 .

BYRNA TECHNOLOGIES INC.

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COMMITMENTS AND CONTINGENCIES

Royalty Payment

Pursuant to the Purchase and Sale Agreement, dated April 13, 2018, and further amended on December 19, 2019, the Company was committed to a minimum royalty payment of less than $ 0.1 million per year.

Royalties on CO2 pistols were to be paid for so long as patents remain effective.

Royalties on the fintail projectiles (and any improved versions thereof) will be paid so long as patents remain effective at a rate of 4 % of the agreed upon Stipulated Net Price for fintail projectile products.

On January 7, 2022, the Company and its former CTO agreed to waive all future rights and entitlements under such agreement, including without limitation any right, title, or interest in the intellectual property or royalty fees except for those on the fintail projectiles.

In exchange for the royalty termination, the Company agreed to grant 200,000 RSU's on August 3, 2022, which then vests in two years from January 7, 2022.

In June 2023, the Company and the former CTO agreed to accelerate the vesting of the 200,000 RSUs, and the Company recognized stock compensation expense of $ 1.0 million associated with the RSUs during the year ended November 30, 2023.

Legal Proceedings

In the ordinary course of its business, the Company may be subject to certain other legal actions and claims, including product liability, consumer, commercial, tax and governmental matters, which may arise from time to time.

In the ordinary course of its business, the Company may be subject to certain legal actions and claims, including product liability, consumer, commercial, tax and governmental matters, which may arise from time to time.

The Company does not believe it is currently a party to any pending legal proceedings.

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SEGMENT AND GEOGRAPHICAL DISCLOSURES

The CEO, who is also the Chief Operating Decision Maker, evaluates the business as a single entity, which includes reviewing financial information and making business decisions based on the overall results of the business.

As such, the Company’s operations constitute a single operating segment and one reportable segment.

Effective for the fiscal year ended November 30, 2025, the Company adopted ASU 2023‑07, Segment Reporting (Topic 280 ):

Improvements to Reportable Segment Disclosures.

As a result, the Company expanded its segment disclosures to provide information about significant segment channel expenses, other segment items, and the measures used by the Company’s Chief Operating Decision Maker (“CODM”) in evaluating segment performance.

Beginning in fiscal 2025, the Company manages its operations through two reportable channels:

( 1 ) Direct‑to‑Consumer (“DTC”) – includes sales through the Company’s e‑commerce websites, Amazon storefronts, and Company‑operated retail stores, and ( 2 ) Wholesale ("dealer/distributor") – includes sales to distributors, law‑enforcement agencies, retailers, and international distributors.

The CEO, who is also the CODM, evaluates sales channel performance primarily based on sales channel revenue less cost of sales and gross margin.

Operating expenses, including marketing and variable expenses, executive compensation, public company costs, certain IT infrastructure costs, share‑based compensation, and items not allocable to a specific segment, are reported as Other Items.

No segment‑specific balance sheet information is regularly reviewed by the CODM;

therefore, the Company does not report segment assets or segment liabilities.

The tables below (in thousands) summarize the Company’s revenue, long-lived assets and total assets as of November 30, 2025 and 2024 , respectively by geographic region.

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$ 66,794 $ 5,128 $ — $ 71,922

The table below (in thousands) summarize the Company’s revenue by reportable sales channel as of November 30, 2025 :

November 30, 2025

$ 76,572 $ 41,548 $ 118,120

26,493 20,157 46,650

$ 50,079 $ 21,391 $ 71,470

Gross Margin %

65.4 % 51.5 % 60.5 %

Operating Expenses

Profit from operations

Operating Margin %

The table below (in thousands) summarize the Company’s revenue by reportable sales channel as of November 30, 2024 :

November 30, 2024

$ 65,856 $ 19,900 $ 85,756

22,863 10,121 $ 32,984

$ 42,993 $ 9,779 $ 52,772

Gross Margin %

65.3 % 49.1 % 61.5 %

Operating Expenses

Profit from operations

Operating Margin %

FINANCIAL INSTRUMENTS

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As a result, the Company recorded a translation adjustment loss of $ 0.4 million and $ 0.6 million primarily related to the South African rand during the years ended November 30, 2025 and 2024 , respectively.

The Company’s South African subsidiary's revenues, cost of goods sold, operating costs and capital expenditures are denominated in South African rand.

The translation adjustment related to the Company’s Canadian subsidiary, which was established in 2025, was immaterial for the period.

The Company’s South African subsidiary's revenues, cost of goods sold, and operating costs are denominated in South African rand.

Consequently, fluctuations in the US dollar exchange rate against the South African rand increases the volatility of sales, cost of goods sold and operating costs and overall net earnings when translated into US dollars.

The Company is not using any forward or option contracts to fix the foreign exchange rates.

Using a 10 % fluctuation in the US exchange rate, the impact on the loss and stockholders’ equity (deficit) is not material.

Using a 10 % fluctuation in the US exchange rate, the impact on the loss and stockholders’ equity is not material.

The Company’s Canadian subsidiary’s revenues, cost of goods sold, operating costs, and capital expenditures are denominated in Canadian dollars.

Consequently, fluctuations in the U.S.

dollar exchange rate against the Canadian dollar may increase the volatility of reported sales, cost of goods sold, operating costs, and net earnings when translated into U.S.

The Company does not currently use forward contracts, options, or other derivative instruments to manage foreign‑currency exchange risk.

Management believes that the impact of reasonably possible changes in foreign‑currency exchange rates on the Company’s loss and stockholders’ equity is not material.

Credit risk is the risk that one party to a financial instrument will cause a financial loss for the other party by failing to discharge an obligation.

The financial instruments that potentially subject the Company to credit risk consist of cash and cash equivalents, marketable securities, accounts receivable, and the loan receivable from Byrna LATAM.

The Company maintains cash and cash equivalents with high credit quality financial institutions located in the US and South Africa.

The Company maintains cash and cash equivalents with high credit quality financial institutions located in the US, Canada, and South Africa.

The Company maintains cash and cash equivalents balances along with marketable securities with financial institutions in the US in excess of amounts insured by the Federal Deposit Insurance Corporation.

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As of November 30, 2025 , two of the Company's customers accounted for approximately 47 % of total accounts receivable.

As of November 30, 2023 , one customer accounted for 12 % of total accounts receivable.

As of November 30, 2024 , two customers accounted for 36 % of total accounts receivable.

The Company loaned $ 1.6 million to Byrna LATAM in January 2023.

As of November 30, 2025 , the outstanding balance on this loan was $ 1.1 million.

The Company determines if an estimate for a credit loss on this loan is needed by considering the financial position of Byrna LATAM, the current economic environment, collections on our accounts receivable balances with Byrna LATAM, as well reasonable and supportable forecasts to support the payment of this loan.

The Company reviews these factors quarterly to determine if any adjustments are needed.

SUBSEQUENT EVENTS

On February 3, 2026, the Company entered into a credit agreement with Texas Capital Bank (the "Credit Agreement").

The Credit Agreement is for a total of $ 20 million credit facility and is made up of a $ 5 million revolving line of credit and a $ 15 million delayed term loan.

The term of the Credit Agreement is five years with a maturity date of February 3, 2031.

The interest rate is SOFR plus 2.5 % - 2.75 % depending on certain ratios.

The Credit Agreement is collateralized by all assets of the Company.

(3) Exhibits.

The following exhibits are filed as part of this Annual Report on Form 10-K.

The following exhibits are filed as part of this Report.

Where such filing is made by incorporation by reference to a previously filed document, such document is identified.

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Employment Agreement, dated September 1, 2023, by and between the Company and Bryan Ganz (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on September 18, 2023).

Employment Agreement, dated July 13, 2023, by and between the Company and John Brasseur (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on April 30, 2024)

Employment Agreement, dated June 12, 2024, by and between the Company and Laurilee Kearnes (incorporated by reference to Exhibit 10.1 to the Company’ s Current Report on Form 8-K filed with the Securities and Exchange Commission on June 24, 2024).

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Consulting Agreement, dated June 19, 2024 between the Company and David North (incorporated by reference to Exhibit 10.3 to the Company’ s Current Report on Form 8-K filed with the Securities and Exchange Commission on June 24, 2024).

Byrna Technologies, Inc.

Executive Severance Plan (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on July 30, 2025).

Form of Participation Agreement for Byrna Technologies, Inc.

Executive Severance Plan (incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on July 30, 2025).

Credit Agreement dated February 3, 2026, between the Company and Texas Capital Bank.

Insider Trading Policy.*

47 unchanged sentences

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 9A. Controls and Procedures