Annual report [Section 13 and 15(d), not S-K Item 405]

Insider Trading Arrangements

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Insider Trading Arrangements
3 Months Ended 12 Months Ended
Nov. 30, 2025
shares
Nov. 30, 2025
shares
Trading Arrangements, by Individual [Table]    
Material Terms of Trading Arrangement [Text Block]  

ITEM 9B. OTHER INFORMATION

 

Insider Adoption or Termination of Trading Arrangements 

 

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

           
       

Character of

 

Stock to be Purchased

     

Other

   
       

Trading

 

or Sold Pursuant to

     

Material

 

Date

Name & Title

 

Date Adopted

 

Arrangement (2)

 

Trading Arrangement

 

Duration (3)

 

Terms

 

Terminated

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

 

1. Laurilee Kearnes is our Chief Financial Officer.

 

2. 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.

 

3. 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.

Non-Rule 10b5-1 Arrangement Adopted [Flag] false  
Rule 10b5-1 Arrangement Terminated [Flag] false  
Non-Rule 10b5-1 Arrangement Terminated [Flag] false  
Laurilee Kearnes [Member]    
Trading Arrangements, by Individual [Table]    
Rule 10b5-1 Arrangement Adopted [Flag] true  
Trading Arrangement, Securities Aggregate Available Amount 2,500 2,500
Trading Arrangement, Individual Name Laurilee Kearnes  
Trading Arrangement Adoption Date October 13, 2025  
Trading Arrangement, Individual Title Chief Financial Officer  
Bryan Ganz, Indirect Holder of NEIP [Member]    
Trading Arrangements, by Individual [Table]    
Rule 10b5-1 Arrangement Adopted [Flag] true  
Trading Arrangement, Securities Aggregate Available Amount 288,059 288,059
Trading Arrangement, Individual Name NEIP  
Trading Arrangement Adoption Date November 4, 2025  
Trading Arrangement, Individual Title Chief Executive Officer and a director of the Company