Sec Form 4 Filing - Ganz Bryan @ Byrna Technologies Inc. - 2024-05-17

FORM 4 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person Ganz Bryan 2. Issuer Name and Ticker or Trading Symbol Byrna Technologies Inc. [ BYRN] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X __ Director _____ 10% Owner X __ Officer (give title below) _____ Other (specify below) President and CEO (Last) (First) (Middle) 100 BURTT ROAD, SUITE 115 3. Date of Earliest Transaction (MM/DD/YY) 05/17/2024 (Street) ANDOVER, MA01810 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) __ X __ Form filed by One Reporting Person _____ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4) Code V Amount (A) or (D) Price

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities) 1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5) 6. Date Exercisable and Expiration Date (MM/DD/YY) 7. Title and Amount of Underlying Securities (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4) Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares Restricted Stock Units ( 1 ) 05/17/2024 G/K V 55,000 ( 2 ) ( 2 )( 3 ) Common Stock 55,000 $ 0 545,000 ( 3 ) D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Ganz Bryan 100 BURTT ROAD, SUITE 115 ANDOVER, MA01810 X President and CEO Signatures /s/ Lisa Klein Wager by Power of Attorney 07/15/2025 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Each restricted stock unit ("RSU") represents a contingent right to receive one share of the common stock of Byrna Technologies Inc. (the "Issuer"). ( 2 )Pursuant to the terms of an employment agreement effective 9/1/2023 (the "Agreement") and filed with the Issuer's Form 8-K on 9/18/2023, the vesting of the RSUs is subject to a double trigger of performance and time: (i) the performance hurdle for 1/3 of the RSUs will be met when the Issuer's common stock trades above $6.00 on a 20-day volume weighted average closing price ("VWAP"); (ii) the performance hurdle for 1/3 of the RSUs will be met when the Issuer's common stock trades above $9.00 on a 20-day VWAP; (iii) the performance hurdle for the final 1/3 of the will be met when the Issuer's common stock trades above $12 on a 20-VWAP; and (iv) subject to specific modifications detailed in the Agreement for a termination through a Qualified Retirement (as defined therein), without cause, by resignation, by virtue of death or disability, or through a Change in Control, the reporting person must remain employed by the Issuer until 8/31/2026. ( 3 )By agreements dated May 17, 2024 the reporting person, with the consent of the Compensation Committee of the Issuer's Board of Directors and consistent with the terms of the Issuer's equity incentive plan, assigned 55,000 of the RSUs (the "Assigned Units") to certain officers of the Issuer as a bona fide gift. The assignments did not alter any of the conditions of vesting, including the performance triggers or the requirement that, subject to specific modifications noted in note 2 above, that the reporting person remain employed through August 31, 2026. In the event that the applicable assignee ceases to be employed by the Issuer prior to such date, ownership of the Assigned Units will revert to the reporting person.

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.

* If the form is filed by more than one reporting person, see Instruction 4(b)(v).

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