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Byrna Technologies Inc.

For the period ended Nov 30, 2025. Filed Feb 5, 2026.

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A company's yearly report to the SEC, with audited financial statements. It is the fullest account a company gives of its business, its finances and the risks it sees.

FY2025 · Filed Feb 5, 2026

BYRN$3.93+2.6%Stored close · as of Nov 9, 2026

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Contents

Notes to Consolidated Financial Statements

November 30, 2025 and 2024

1.NATURE OF OPERATIONS

Byrna Technologies Inc. (the “Company,” or “Byrna,”) is a less‑lethal defense technology company specializing in next generation solutions for security situations that donot require the use of lethal force. 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 byCO2 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 thethird* quarter of fiscal2025, and the related lease wasnot 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 doesnot* conduct manufacturing activities and doesnot 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 throughtwo 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 ASU2023‑07,* Segment Reporting (Topic280*): 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 throughtwo reportable sales channels. Thetwo 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 Note19 — "Segment and Geographical Disclosures." Prior‑period segment disclosures have been conformed to the current presentation where applicable.

2.OPERATIONS AND MANAGEMENT PLANS

From inception to* November 30, 2025*, the Company had incurred a cumulative loss of $47.1 million. The Company has funded operations through the issuance of common stock. The Company generated $118.1 million in revenue and a net income of $9.7 million for the year ended* November 30, 2025*. Having achieved profitability this year, the Company is optimistic about its ability to sustain operations through its revenue streams. The Company’s future success will depend on its continued ability to generate sufficient revenue to cover operating expenses and to effectively market its products.

3.BASIS OF PRESENTATION

These consolidated financial statements for the years ended* November 30, 2025and2024* 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”). All significant intercompany accounts and transactions have been eliminated in consolidation.

4.SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
a)Use of Estimates

The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting period. Future events and their effects cannot be determined with certainty. Therefore, the determination of estimates requires the exercise of judgment. 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 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.

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b)Goodwill

Goodwill resulting from a business combination isnot amortized but is reviewed for impairment annually or more frequently when events or changes in circumstances occur that would more likely thannot reduce the fair value of a reporting unit below its carrying amount. The Company has the option to perform a qualitative assessment over goodwill when events occur or circumstances change that would, more likely thannot, reduce the fair value of a reporting unit. If the Company concludes, based on the qualitative assessment, that the carrying value of a reporting unit would more likely thannot 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. An impairment charge is recognized for any amount by which the carrying amount of goodwill exceeds its fair value.

The Company conducts its annual goodwill impairment analysis in thefourth quarter of each fiscal year. The Company performs its annual impairment analysis on this reporting‑unit basis. At* November 30, 2025and2024*, the Company determined that there wasno impairment of goodwill.

c)Cash and Cash Equivalents

Cash and cash equivalents include bank deposits and short-term, highly liquid investments. Investments acquired with maturity dates ofthree months or less are considered cash equivalents.

d)Marketable Debt Securities

The Company considers debt securities acquired with maturities of greater than90 days to be available for sale debt securities. Available for sale debt securities are classified as either current or non-current assets based on the nature of the securities and their availability for use in current operations. Securities with an effective maturity greater thanone 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, 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.

e)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 willnot be recovered. As of* November 30, 2025,*2024, and2023, the total allowance for credit losses recorded was $0.1 million, $0.3 million and $0.6 million, respectively.

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f)Inventories

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 thefirst-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 (see Note8, "Inventory").

g)Property and Equipment

Property and equipment are recorded at cost and reflected net of accumulated depreciation and amortization. Depreciation is calculated on a straight-line basis over the estimated useful lives of the assets, primarily three toseven years for computer equipment and software, furniture and fixtures, and machinery and equipment. Leasehold improvements are amortized over the lesser of the useful lives ofthree toseven years or lease terms. 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. Useful lives are determined based upon an estimate of either physical or economic obsolescence or both.

h)Intangible Assets

In* June 2025,the Company acquiredtwo Federal Firearms Licenses, each effective June 1, 2025and 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 lists acquired are amortized over an estimated useful life oftwo 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.

Indefinite‑lived intangible assets are tested for impairment annually during thefourth quarter of each fiscal year, or more frequently if events or changes in circumstances indicate that it is more likely thannot that an intangible asset is impaired. If the carrying amount of an indefinite‑lived intangible asset exceeds its fair value, an impairment expense is recognized in an amount equal to that excess. If an impairment expense is recognized, the adjusted carrying amount becomes the asset’s new accounting basis.

At* November 30, 2025and2024*, the Company determined that there wasno impairment of intangible assets.

i)Impairment of Long-Lived Assets

Long-lived assets to be held and used are analyzed for impairment whenever events or changes in circumstances indicate that the related carrying amounts* may**not* be recoverable. The Company evaluates at each balance sheet date whether events and circumstances have occurred that indicate possible impairment. If there are indications of impairment, the Company uses future undiscounted cash flows of the related asset or asset group over the remaining life in measuring whether the assets are recoverable. In the event such cash flows arenot expected to be sufficient to recover the recorded asset values, the assets are written down to their estimated fair value. There wereno impairments of long-lived assets during the years ended* November 30, 2025and2024*.

j)Fair Value of Financial Instruments

The Company determines fair value based on its accounting policy for fair value measurement (i.e. exit price that would be received for an asset or paid to transfer a liability in an orderly transaction between market participants on the measurement date). See Note4 (u). The Company hasnot used derivative financial instruments such as forwards to hedge foreign currency exposures. 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. The Company uses quoted prices in active markets for identical assets (consistent with the Level2 definition in the fair value hierarchy) to measure the fair value of its marketable debt securities on a recurring basis.

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k)Leases

The Company determines if an arrangement is a lease at inception by assessing whether the arrangement contains an identified asset and whether it has the right to control the identified asset. Right-of-use (ROU) assets represent the Company’s right to use an underlying asset for the lease term and lease liabilities represent the Company’s obligation to make lease payments arising from the lease. Lease liabilities are recognized at the lease commencement date based on the present value of future lease payments over the lease term. ROU assets are based on the measurement of the lease liability and also include any lease payments made prior to or on lease commencement and exclude lease incentives and initial direct costs incurred, as applicable.

As the implicit rate in the Company’s leases is generally unknown, the Company uses its incremental borrowing rate based on the information available at the commencement date in determining the present value of lease payments. 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 lease term. Variable lease payments include lease operating expenses. Lease expense is included in operating expenses on the consolidated statements of operations and comprehensive income.

The Company has elected tonot 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 tonot apply the recognition requirement to any leases within its existing classes of assets with a term of12 months or less.

l)Revenue Recognition

Product Sales

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 doesnot 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 generally30–60 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 withinone year of sale. The Company also sells an extended three‑year warranty that* maybe purchased separately and is accounted for as a service‑type warranty. Because thefirst year of warranty coverage is included and non‑separable from all launcher purchases, the extended three‑year warranty represents a service obligation during thesecond* andthird 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 thesecond quarter of fiscal2025, 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 ASC606,* 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, 2025and2024*.

The Company offers e‑commerce customers a14‑day money‑back guarantee, which allows for a full refund of the purchase price, excluding shipping charges, within14 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* mayexist. Returns under the14‑day* money‑back guarantee were immaterial for the years ended* November 30, 2025and2024.* 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 standard30‑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, 2025and2024*.

The Company sells to dealers and retailers for whom there isno money‑back guarantee but who* mayrequest a return or credit for unforeseen reasons or who mayhave 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, 2025and2024* 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 ASC606. 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 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 Note7, "Revenue, Deferred Revenue and Accounts Receivable".

m)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 and were $17.9 million and $12.4 million during the years ended* November 30, 2025and2024*, respectively.

n)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. R&D costs were $0.3 million and $0.6 million during the years ended* November 30, 2025and2024*, respectively.

o)Incomes Taxes

The Company accounts for income taxes under the asset and liability method, which requires the recognition of deferred tax assets and liabilities for the expected future tax consequences of events that have been included in the financial statements. Under this method, the Company determines deferred tax assets and liabilities on the basis of the differences between the financial statement and tax bases of assets and liabilities by using enacted tax rates in effect for the year in which the differences are expected to reverse. The effect of a change in tax rates on deferred tax assets and liabilities is recognized in income in the period that includes the enactment date.

Deferred tax assets are recognized to the extent the Company believes that these assets are more likely thannot to be realized. In making such a determination, the Company considers all available positive and negative evidence, including future reversals of existing taxable temporary differences, projected future taxable income, tax-planning strategies, and results of recent operations. If the Company determines that it would be able to realize its deferred tax assets in the future in excess of their net recorded amount, it would make an adjustment to the deferred tax asset valuation allowance, which would reduce the provision for income taxes.

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The Company records uncertain tax positions on the basis of atwo-step process in which (1) it determines whether it is more likely thannot that the tax positions will be sustained on the basis of the technical merits of the position and (2) for those tax positions that meet the more-likely-than-not recognition threshold, the Company recognizes the largest amount of tax benefit that is more than50 percent likely to be realized upon ultimate settlement with the related tax authority. The Company records uncertain tax positions as liabilities and adjusts these liabilities when its judgment changes as a result of the evaluation of new informationnot previously available. Because of the complexity of some of these uncertainties, the ultimate resolution* mayresult in a payment that is materially different from the Company’s current estimate of the unrecognized tax benefit liabilities. These differences will be reflected as increases or decreases to income tax expense in the period in which new information is available. As of November 30, 2025and2024*, the Company hasnot 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. As of* November 30, 2025and2024*, no accrued interest or penalties related to income taxes are included in the Consolidated Balance Sheets.

The Company files tax returns as prescribed by the tax laws of the jurisdictions in which it operates. In the normal course of business, the Company is subject to examination by federal and state jurisdictions, where applicable. There are currentlyno pending tax examinations. The Company’s tax years are still open under statute from* November 30, 2021to the present. The resolution of tax matters isnot* expected to have a material effect on the Company’s consolidated financial statements.

p)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.

q)Stock-Based Compensation

The Company accounts for all stock-based payment awards granted to employees and directors as stock-based compensation expense at their grant date fair value, which the Company uses Black-Scholes valuations, Monte Carlo models, and other market valuations to determine fair value.

The Company’s stock-based payments include stock options and restricted stock units. The measurement date for employee awards is the date of grant, and stock-based compensation costs are recognized as expense over the employees’ requisite service period, on a straight-line basis. 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 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 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 Topic14. 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 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 hasnot paid cash dividends on its common stock and doesnot expect to do so in the foreseeable future.

r)Foreign Currency Transactions

Foreign currency transactions are transactions denominated in a currency other than a subsidiary’s functional currency. 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.

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s)Foreign Currency Translation

The Company maintains its books and records in US Dollars, which is its functional and reporting currency. Assets and liabilities of the Company’s international subsidiaries in which the local currency is the functional currency are translated into US Dollars at period-end exchange rates. Income and expenses are translated into US Dollars at the average exchange rates during the period. The resulting translation adjustments, including adjustments on intercompany loans that are considered permanent, are included in the Company’s Consolidated Balance Sheets as a component of accumulated other comprehensive loss. The Company considers intercompany loans to be of a permanent or long-term nature if management expects and intends that the loans willnot be repaid. For the fiscal years ended* November 30, 2025and2024*, all intercompany loan arrangements were determined to be permanent based on management’s intention as well as actual lending and repayment activity. 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, 2025and2024*.

t)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, 2025and2024*, 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, 2025and2024*, 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.

u)Fair Value Measurement

The Company follows a consistent framework for measuring fair value and expands disclosure for each major asset and liability category measured at fair value on either a recurring or nonrecurring basis. Fair value is an exit price, representing the amount that would be received to sell an asset or paid to settle a liability in an orderly transaction between market participants. As such, fair value is a market-based measurement that should be determined based on assumptions that market participants would use in pricing an asset or liability. As a basis for considering such assumptions, athree-tier fair value hierarchy has been established, which prioritizes the inputs used in measuring fair value as follows:

●Level 1- Inputs are unadjusted, quoted prices in active markets for identical assets or liabilities at the measurement date.
●Level 2- Inputs (other than quoted prices included in Level 1) are either directly or indirectly observable for the asset or liability through correlation with market data at the measurement date and for the duration of the instrument’s anticipated life.
●Level 3- Inputs reflect management’s best estimate of what market participants would use in pricing the asset or liability at the measurement date. Consideration is given to the risk inherent in the valuation technique and the risk inherent in the inputs to the model.
v)Recent Accounting Pronouncements

The Company considers the applicability and impact of all Accounting Standards Updates ("ASUs"). ASUsnot discussed below were assessed and determined to be eithernot applicable or are expected to have minimal impact on the financial statements.

Recently Adopted Accounting Pronouncement

In2023, the FASB issued ASU2023‑07, Segment Reporting (Topic280): 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 Note19, "Segment and Geographical Disclosures" for additional information.

Accounting Pronouncements Issued butNot Adopted

In2023, the FASB issued ASU2023-09, Income Taxes (Topic740): Improvements to Income Tax Disclosures. This update standardizes categories for the effective tax rate reconciliation, requires disaggregation of income taxes and additional income tax-related disclosures. This update is required to be effective for the Company for fiscal years beginning after* December 15, 2024.The Company is evaluating the effect that ASU2023*-09 will have on its financial statements and disclosures.

In* March 2024,the Financial Accounting Standards Board (FASB) issued ASU2024*-03, Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures (Subtopic220-40): Disaggregation of Income Statement Expenses, as amended by ASU2025-01. This guidance focuses on the disaggregation of income statement expenses. This update requires entities to provide more detailed disclosures about the components of significant expense categories, enhancing the transparency and decision-usefulness of financial statements. 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, 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 donot* expect it to have a material impact on our financial position or results of operations.

In* July 2025,the Financial Accounting Standards Board (FASB) issued ASU2025*-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. ASU2025-05 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 ASU2025*-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.

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5.MARKETABLE DEBT SECURITIES

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

Cost · Unrealized Gains · Unrealized Losses · Fair Value · Investments
Corporate bonds$737$11$-$748$748
U.S. Treasury securities9997-1,0061,006
Total$1,736$18$-$1,754$1,754

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

Cost · Unrealized Gains · Unrealized Losses · Fair Value · Investments
Corporate bonds$2,950$18$-$2,968$2,968
U.S. Treasury securities5,88947-5,9365,936
Total$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:*

Fair Value Measurement Based on
Quoted Prices in Active Market · Significant Other Observable Inputs · Significant Unobservable Inputs
Cost · Fair Value · (Level 1) · (Level 2) · (Level 3)
Cash equivalents$5,043$5,043$5,043$-$-
Corporate bonds737748-748-
U.S. Treasury securities9991,006-1,006-
Total$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:*

Fair Value Measurement Based on
Quoted Prices in Active Market · Significant Other Observable Inputs · Significant Unobservable Inputs
Cost · Fair Value · (Level 1) · (Level 2) · (Level 3)
Cash equivalents$11,304$11,304$11,304$-$-
Corporate bonds2,9502,968-2,968-
U.S. Treasury securities5,8895,936-5,936-
Total$20,143$20,208$11,304$8,904$-

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

In* January 2023,the Company loaned $1.6 million to Byrna LATAM. 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 years ended November 30, 2025and2024*. 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 is to be repaid intwelve* 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, 2025and2024*. 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.

7.REVENUE, DEFERRED REVENUE AND ACCOUNTS RECEIVABLE

Deferred Revenue

The balance of deferred revenue, which relate to advance payments, unfulfilled e-commerce orders and amounts to be recognized under extendedthree-year andfive-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, 2025and2024* 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, 2025and2024*.

Deferred revenue balance, November 30, 2023$1,936
Net additions to deferred revenue66,120
Reductions in deferred revenue for revenue recognized during the fiscal year(66,248)
Deferred revenue balance, November 30, 20241,808
Net additions to deferred revenue69,351
Reductions in deferred revenue for revenue recognized during the fiscal year(70,638)
Deferred revenue balance, November 30, 2025$521
Less current portion$496
Deferred revenue, non-current$25

Revenue Disaggregation

The Company presents disaggregation of revenue by reportable sales channel consistent with ASC280, 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):

Years Ended
November 30,
Geographical Market20252024
U.S./Mexico$106,128$78,932
South Africa1,365198
Europe/South America/Asia8,1144,156
Canada2,5132,470
Total$118,120$85,756
Years Ended
November 30,
Distribution channel20252024
Wholesale (dealer/distributors)$39,910$19,900
E-commerce76,57265,856
Royalties1,638—
Total$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):

Years Ended
November 30,
Revenue type20252024
Product$116,482$85,756
Royalties1,638—
Total$118,120$85,756

Accounts Receivable

The Company records accounts receivables due from dealers/distributors, large end-users such as retail stores, security companies and law enforcement agencies. Accounts receivable, net of allowances, was $10.8 million, $2.6 million, and $2.9 million as of* November 30, 2025,*2024 and2023 respectively.

F-14

8.INVENTORY

The following table summarizes inventory (in thousands):

November 30,November 30,
20252024
Raw materials$18,736$10,307
Work in process4,3873,433
Finished goods9,5716,232
Total$32,694$19,972

The Company reviews inventory for excess and obsolete products and records provisions based on its estimate of the probability that material willnot 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*.

9.PROPERTY AND EQUIPMENT

The following table summarizes cost and accumulated depreciation (in thousands):

Estimated Useful · November 30,
Lives in Years20252024
Computer equipment and software3-5$886$791
Furniture and fixtures5820276
Leasehold improvements3-71,9311,048
Machinery and equipment5-78,3074,095
11,9446,210
Less: accumulated depreciation and amortization4,2182,802
Total$7,726$3,408

The Company recognized approximately $1.9 million and $1.2 million in depreciation expense during the years ended* November 30, 2025and2024*, 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.

At* November 30, 2025and2024*, the Company deposited $1.5 million and $2.7 million, respectively, with vendors primarily for supply of molds and equipment where the vendors havenot completed supply of these assets. 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, 2023into service during fiscal year November 30, 2024*.

10.INTANGIBLE ASSETS

The components of intangible assets were as follows (in thousands):

As of November 30, 2025 · As of November 30, 2024
Estimated Useful Lives in Years · Gross Carrying Amount · Accumulated Amortization · Net Carrying Amount · Gross Carrying Amount · Accumulated Amortization · Net Carrying Amount
Patents10-17$3,955$(1,234)$2,721$3,955$(978)$2,977
TrademarksIndefinite360—360360—360
Customer List270(70)—70(70)—
Federal Firearms License36(1)5
Total$4,391$(1,305)$3,086$4,385$(1,048)$3,337

The trademarks have an indefinite life and will be assessed annually for impairment. 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. Total intangible assets amortization expense for the years ended* November 30, 2025and2024* were $0.3 million and $0.3 million, respectively.

Estimated future amortization expense related to intangible assets as of* November 30, 2025*, are as follows (in thousands):

Fiscal Year Ending November 30,
2026$259
2027259
2028258
2029257
2030257
Thereafter1,436
Total$2,726

F-15

11.ACCOUNTS PAYABLE AND ACCRUED LIABILITIES

Accounts payable and accrued liabilities consist of the following (in thousands):

November 30,
20252024
Trade payables$10,082$7,715
Accrued sales and use tax648570
Personnel costs4,6964,193
Accrued professional fees153124
Other accrued liabilities285506
$15,864$13,108

F-16

12.STOCKHOLDERS’ EQUITY

Stock Buyback Plan

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 Stock Buyback Program will expire on the sooner of thetwo*-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. 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.

F-17

13.STOCK-BASED COMPENSATION

2020 Plan

In2020, 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 the2020 Plan is 2,500,000. In2022, 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 the2020 Plan by 1,300,000 shares to a total of 3,800,000 shares. The2020 Plan is administered by the Compensation Committee of the Board. The Compensation Committee determines the persons to whom options to purchase shares of common stock, stock appreciation rights (“SARs”), restricted stock units (“RSUs”), and restricted or unrestricted shares of common stock* maybe granted. Persons eligible to receive awards under the2020* Plan are employees, officers, directors, consultants, advisors and other individual service providers of the Company. Awards are at the discretion of the Compensation Committee.

Stock-Based Compensation Expense

Total stock-based compensation expense was $3.1 million and $3.4 million for the years ended* November 30, 2025and2024*, respectively. 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, 2025,the Company granted performance-based RSUs (“PSUs”) to certain employees. The number of PSUs that mayultimately vest is contingent upon the achievement of specified GAAP revenue targets for the fiscal year2026* performance period (* December 1, 2025through 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* maybe 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 a20*-day VWAP, thesecond one-third of the RSUs would be triggered when the Company’s stock trades above $9.00 on a20-day VWAP, and the finalone-third of the RSUs would be triggered when the stock trades above $12.00 on a20-day VWAP and (2) the employee must remain employed by the Company forthree 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

The assumptions that the Company used in a Monte Carlo simulation model to determine the grant-date fair value of RSU's granted with a double trigger for the year ended* November 30, 2024,are presented in the table below. The Company didnot* grant RSUs for the year ended* November 30, 2025*, that required a Monte Carlo simulation model.

(Monte Carlo simulation model)

Risk free rate4.33%
Expected dividends$—
Expected volatility33%
Expected life (in years)2.7
Market price of the Company’s common stock on date of grant$6.03

The following table summarizes the RSU activity during the year ended* November 30, 2025*:

RSUs
Outstanding, November 30, 2023976,226
Granted753,230
Issued(691,596)
Forfeited(122,630)
Outstanding, November 30, 2024915,230
Granted129,588
Issued(165,017)
Forfeited(12,664)
Outstanding, November 30, 2025867,137

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 year ended* November 30, 2025*, the Company didnot 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, 2025and2024*, respectively.

As of* November 30, 2025*, there was $0.3 million of unrecognized stock-based compensation cost related to unvested stock options which is expected to be recognized over a weighted average period of 1.2 years.

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 year ended* November 30, 2024,*were as follows:

Risk free rate4.10%
Expected dividends0%
Expected volatility76%
Expected life (in years)6.5
Market price of the Company’s common stock on date of grant$6.89
Exercise price$6.89

F-18

The following table summarizes option activity under the2020 Plan during the years ended* November 30, 2025and2024*:

Weighted-Average
StockExercise Price Per Stock
OptionsOption
Outstanding, November 30, 20231,384,666$7.12
Granted199,5006.89
Exercised(292,827)3.01
Expired——
Forfeited(49,500)7.24
Outstanding, November 30, 20241,241,839$9.11
Granted——
Exercised(137,001)10.58
Expired(586)1.90
Forfeited(16,667)8.96
Outstanding, November 30, 20251,087,585$8.96
Exercisable, November 30, 2025878,250$9.26
Exercisable, November 30, 2024766,196$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:

20252024
(in years)(in years)
Total outstanding options6.607.48
Total exercisable options6.337.04

F-19

14.EARNINGS PER SHARE

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.

November 30,
20252024
Net income$9,687$12,792
Weighted-average number of shares used in computing net income per share, basic22,665,39522,504,938
Weighted-average number of shares used in computing net income per share, diluted24,149,79423,139,549
Net income per share - basic$0.43$0.57
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 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:

November 30,
20252024
Stock options—256,423
Restricted stock29,23319,374
Total29,233275,797

F-20

15.RELATED PARTY TRANSACTIONS

The following transactions are in the normal course of operations and are measured at the amount of consideration established and agreed to by related parties. Amounts due to related parties are unsecured, non-interest bearing and due on demand.

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,withno* stated termination date. Sublease payments received were less than $0.1 million and less than $0.1 million during the years ended* November 30, 2025and2024*, respectively.

Fusady is owned, in equal25% shares, byfour individual investors. Thesefour individuals also each own25% of Bersa S.A. Bersa S.A. is a distributor of the Company’s products in Argentina. There were $0.1 million sales to Bersa S.A. during the year ended* November 30, 2024.Because of the divesture of the joint venture in August 2024,Fusady isno* longer considered a related party.

16.LEASES

Operating Leases

The Company has operating leases for real estate in the United States and formerly in South Africa and doesnot have any finance leases.

In2019, 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 extended the term of the existing space byone* year. The new lease expiration date is* February**29,* 2028.

The Company previously leased office and warehouse space in South Africa. The lease had been extended through* December 2025and wasnot* renewed. Manufacturing operations at this location ceased during thethird quarter of2025.

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 forfive years, commencing on July 15, 2024and expiring on July 14, 2029.*

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

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 forfive years, commencing on August 22, 2024and 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 foreight years, commencing on August 27, 2024and 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 forfive and a half years, commencing on November 1, 2024and 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 forthree 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 assumedtwo* operating leases for retail suites located in Santa Clarita, California. The leases each have atwo-year term, commencing on* October 3, 2025and expiring on September 14, 2027.The Company subleases both suites to athird*-party dealer. The Company remains the primary obligor under the head leases and invoices the subtenant for an equivalent amount of rent withno markup. As of* November 30, 2025,the combined right-of-use assets and lease liabilities associated with thetwo* 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. Reflected in the right-of-use asset and lease liability on the Company’s balance sheets are the periods provided by renewal and extension options that the Company is reasonably certain to exercise, as well as the periods provided by termination options that the Company is reasonably certain tonot exercise.

F-21

As of* November 30, 2025and2024*, the elements of lease expense were as follows (in thousands):

November 30,
20252024
Lease Cost:
Operating lease cost$767$599
Short-term lease cost74—
Total lease cost$841$599
Other Information:
Cash paid for amounts included in the measurement of operating lease liabilities$562$633
Operating lease liabilities arising from obtaining right-of-use assets$264$1,404
Operating Leases:
Weighted-average remaining lease term (in years)3.84.7
Weighted-average discount rate7.8%8.04%

F-22

Future lease payments under non-cancelable operating leases as of* November 30, 2025* are as follows (in thousands):

Fiscal Year Ended November 30,
2026$885
2027773
2028386
2029266
2030160
Thereafter226
Total lease payments2,696
Less: imputed interest350
Total lease liabilities$2,346
Operating lease liabilities, current$734
Operating lease liabilities, non-current$1,612
17.INCOME TAXES

Income (loss) before income taxes consists of the following (in thousands):

Year Ended November 30,
20252024
United States$12,418$8,226
Foreign(677)(1,142)
Total$11,741$7,084

The components of the provision (benefit) for income taxes is as follows (in thousands):

Year Ended November 30,
20252024
Current expense:
Federal$67$6
State267123
Foreign17—
Total current expense:351129
Deferred expense (benefit):
Federal1,832(5,164)
State(129)(673)
Foreign——
Total deferred expense (benefit)1,703(5,837)
Total income tax provision (benefit)$2,054$(5,708)

F-23

A reconciliation of the Company’s statutory income tax rate to the Company’s effective income tax rate is as follows:

Year Ended November 30,
20252024
Income at US statutory rate21.00%21.00%
State income taxes0.74%3.15%
Permanent differences(1.82)%15.06%
Foreign rate differential(0.35)%(0.96)%
Valuation allowance(0.33)%(118.75)%
Tax credits(2.03)%(4.41)%
Other0.28%4.60%
Total17.49%(80.31)%

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

November 30,
20252024
Net operating loss ("NOL") carryforwards$2,002$3,438
Research and development tax credits430318
Stock-based compensation1,2301,033
Inventory reserve110107
Allowance for current expected credit losses1470
Personnel costs949879
Warranty reserves3557
Foreign tax credit carryforwards99
Capital loss carryover118115
Unrealized losses2314
Deferred revenue—21
Lease liability535583
Research and experimental capitalization1,113802
Business interest limitation425325
Subtotal deferred tax assets6,9937,771
Valuation allowance(775)(837)
Total deferred tax assets6,2186,934
Depreciation and amortization(1,619)(555)
Right of use asset(465)(542)
Total deferred tax liabilities(2,084)(1,097)
Net deferred tax assets (liabilities)$4,134$5,837

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. GAAP. 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 in2029 for federal and state purposes. The federal NOL carryforwards include approximately $4.7 million, which donot expire. The Company had foreign NOL carryforwards of $0.9 million which can be carried forward indefinitely. The Company had federal and state research and development tax credits of approximately $0.2 and $0.2 million, respectively, as of* November 30, 2025*. The federal and state research and development credits begin to expire in2044 and2039, respectively. 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. As of* November 30, 2025and2024*, respectively, the Company performed an evaluation to determine whether a valuation allowance was needed. The Company considered all available evidence, both positive and negative, which included the results of operations for the current and preceding years. The Company determined that it was possible to reasonably quantify future taxable income and determined that it is more likely thannot 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, 2025and2024*.

At* November 30, 2025and2024*, 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, 2025and the release of the U.S. valuation allowance for November 30, 2024,*respectively

.

Pursuant to Internal Revenue Code Section382, use of NOL carryforwards* maybe limited if the Company experiences a cumulative change in ownership of greater than50%* in a movingthree-year period. Ownership changes could impact the Company’s ability to utilize the NOL carryforwards remaining at an ownership change date. The Company last completed a Section382 analysis regarding whether an ownership change had occurred for Company through* November 30, 2024*. 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 valuation allowance position against the related deferred tax assets as noted above.

The Tax Cuts and Jobs Act of2017 requires taxpayers to capitalize and amortize, rather than deduct, research and experimental, or R&E, expenditures under section174 for tax years beginning after* December 31, 2021.This rule became effective for the Company during the prior year ended November 30, 2023and resulted in the capitalization for income tax purposes of R&E costs through November 30, 2024of $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 overfive years if the R&E was performed in the U.S. and over15 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, 2025is now100%* 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, 2024and willnot* be in effect for the Company until next year, but the Company doesnot expect a material impact of the OBBBA on its consolidated financial statements as of* November 30, 2025*.

F-24

18.COMMITMENTS AND CONTINGENCIES

In the ordinary course of its business, the Company* maybe subject to certain legal actions and claims, including product liability, consumer, commercial, tax and governmental matters, which mayarise from time to time. The Company doesnot* believe it is currently a party to any pending legal proceedings. Notwithstanding, legal proceedings are subject to inherent uncertainties, and an unfavorable outcome could include monetary damages, and excessive verdicts can result from litigation, and as such, could result in a material adverse impact on the Company’s business, financial position, results of operations, and/or cash flows. Additionally, although the Company has specific insurance for certain potential risks, the Company* mayin the future incur judgments or enter into settlements of claims which may*have a material adverse impact on the Company’s business, financial position, results of operations, and/or cash flows.

F-25

19.SEGMENT AND GEOGRAPHICAL DISCLOSURES

Effective for the fiscal year ended* November 30, 2025,the Company adopted ASU2023‑07,* Segment Reporting (Topic280): 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 fiscal2025, the Company manages its operations throughtwo 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 itemsnot 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 doesnot 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, 2025and2024*, respectively by geographic region. The Company’s long-lived assets consist of intangible assets, property and equipment, right of use assets, and deposits for equipment:

RevenueU.S./MexicoSouth AfricaEurope/South America/AsiaCanadaTotal
2025$106,128$1,365$8,114$2,513$118,120
2024$78,932$198$4,156$2,470$85,756
Long-lived assetsUSSouth AfricaTotal
2025$14,256$93$14,349
2024$10,966$89611,862
Total AssetsUSSouth AfricaCanadaTotal
2025$80,160$3,990$338$84,488
2024$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*:

Year Ended
DTCWholesaleTotal
Revenue$76,572$41,548$118,120
COS26,49320,15746,650
Gross Margin$50,079$21,391$71,470
Gross Margin %65.4%51.5%60.5%
Operating Expenses$59,632
Profit from operations$11,838
Operating Margin %10.0%

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

Year Ended
DTCWholesaleTotal
Revenue$65,856$19,900$85,756
COS22,86310,121$32,984
Gross Margin$42,993$9,779$52,772
Gross Margin %65.3%49.1%61.5%
Operating Expenses$46,101
Profit from operations$6,671
Operating Margin %7.8%
20.FINANCIAL INSTRUMENTS

The Company is exposed to risks that arise from its use of financial instruments. This note describes the Company’s objectives, policies and processes for managing those risks and the methods used to measure them.

i)Currency Risk

The Company held its cash balances within banks in the US in US dollars and with banks in South Africa in US dollars and South African rand. The value of the South African rand against the US dollar* may*fluctuate with the changes in economic conditions.

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During the years ended* November 30, 2025and2024*, the US dollar weakened in relation to the South African rand, and upon the translation of the Company’s subsidiaries’ revenues, expenses, assets and liabilities, and intercompany loan held in South African rand, respectively. 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, 2025and2024*, respectively. The translation adjustment related to the Company’s Canadian subsidiary, which was established in2025, 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 isnot 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 isnot 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* mayincrease the volatility of reported sales, cost of goods sold, operating costs, and net earnings when translated into U.S. dollars. The Company doesnot* 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 isnot material.

ii)Credit Risk

Credit risk is the risk thatone 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, 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.

The Company provides credit to its customers in the normal course of its operations. It carries out, on a continuing basis, credit checks on its customers. As of* November 30, 2025*, two of the Company's customers accounted for approximately 47% 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.

21.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 isfive 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.

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(3) Exhibits.

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.

Exhibit No.Description
3.1Certificate of Incorporation (incorporated herein by reference to Exhibit 3.1 to the Company’s Annual Report on Form 10-K filed with the Securities and Exchange Commission on February 26, 2021).
3.2Certificate of Amendment to the Certificate of Incorporation, dated April 28, 2021 (incorporated herein by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on April 28, 2021).
3.3Certificate of Amendment to the Certificate of Incorporation, dated June 17, 2022 (incorporated by reference to Exhibit 3.1 to the Company's Current Report on Form 8-K filed with the Securities and Exchange Commission on June 21, 2022).
3.4Amended and Restated By-laws dated April 19, 2021 (incorporated herein by reference to Exhibit 3.1 to the Company's Current Report on Form 8-K filed with the Securities and Exchange Commission on April 26, 2021).
3.5Certificate of Designations of Series A Convertible Preferred Stock (incorporated herein by reference to Exhibit 3.1 to the Company's Current Report on Form 8-K filed with the Securities and Exchange Commission on April 15, 2020).
3.6Amendment to the Certificate of Designations of Series A Convertible Preferred Stock, dated January 15, 2021 (incorporated herein by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on January 25, 2021).
4.1Description of Capital Stock (incorporated herein by reference to Exhibit 4.1 to the Company’s Annual Report on Form 10-K filed with the Securities and Exchange Commission on February 26, 2021).
4.2Form of Common Stock Purchase Warrant (incorporated herein by reference to Exhibit 4.1 to the Company's Current Report on Form 8-K filed with the Securities and Exchange Commission on October 23, 2018).
4.3Common Stock Purchase Warrant, dated January 15, 2020 (incorporated herein by reference to Exhibit 4.3 to the Company's Current Report on Form 8-K filed with the Securities and Exchange Commission on January 22, 2020).
10.1#Byrna Technologies Inc. 2020 Amended and Restated 2020 Equity Incentive Plan (incorporated herein by reference to Annex B to the Company's Proxy Statement on Schedule 14A filed with the Securities and Exchange Commission on May 6, 2022).
10.2#Consulting Agreement dated June 15, 2016 between the Company and Northeast Industrial Partners, LLC, as amended by Extension Agreement to Consulting Agreement, dated May 1, 2017, between the Company and Northeast Industrial Partners, LLC (incorporated herein by reference to Exhibit 10.2 to the Company's Registration Statement on Form S-1 filed with the Securities and Exchange Commission on March 28, 2018).
10.3#Form of Incentive Stock Option Award Agreement under the Byrna Technologies Inc. 2020 Equity Incentive Plan (incorporated herein by reference to Exhibit 10.2 to the Company’s Registration Statement on Form S-1 filed with the Securities Exchange Commission on June 1, 2021).
10.4#Form of Nonqualified Stock Option Award Agreement under the Byrna Technologies Inc. 2020 Incentive Plan (incorporated herein by reference to Exhibit 10.3 to the Company’s Registration Statement on Form S-1 filed with the Securities Exchange Commission on June 1, 2021).
10.5Purchase and Sale Agreement by and among the Company and Andre Buys of South Africa, dated April 13, 2018 (incorporated herein 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 16, 2018).
10.6Amendment to Purchase and Sale Agreement by and among the Company and Andre Buys of South Africa, dated December 19, 2019 (incorporated herein by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K filed with the Securities Exchange Commission on January 8, 2020).
10.7Manufacturing Supply Agreement by and between the Company and Micron Products, Inc. dated August 11, 2017 (incorporated herein by reference to Exhibit 10.5 to the Company's Registration Statement on Form S-1 filed with the Securities and Exchange Commission on March 28, 2018).
10.8License and Supply Agreement by and between the Company and Safariland, LLC dated May 1, 2017 (incorporated herein by reference to Exhibit 10.9 to the Company's Registration Statement on Form S-1 filed with the Securities and Exchange Commission on March 28, 2018).
10.9†Securities Purchase Agreement, by and among the Company, Northeast Industrial Partners, LLC, and the purchasers party thereto, dated April 22, 2019 (incorporated herein 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 23, 2019).
10.10†Securities Purchase Agreement, by and among the Company, Northeast Industrial Partners, LLC, and the purchasers party thereto, dated July 22, 2019 (incorporated herein 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 23, 2019).
10.11Purchase and Sale Agreement by and among by and among the Company and Andre Buys of South Africa, dated April 13, 2018 (incorporated herein by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K filed with the Securities and Exchange Commission on January 8, 2020).
10.12Amendment to Purchase and Sale Agreement by and among the Company and Andre Buys of South Africa, dated December 19, 2019 (incorporated herein by reference to Exhibit 10.2 to the Company's Current Report on Form 8-K filed with the Securities and Exchange Commission on January 8, 2020).
10.13†Stock Purchase Agreement, dated as of May 5, 2020, by and among the Company, Roboro, the Sellers and the Seller Representative (incorporated by reference to Exhibit 10.26 to the Company’s Annual Report on Form 10-K filed with the Securities and Exchange Commission on May 18, 2020).
10.14†Asset Purchase Agreement by and among the Company, Kore Outdoor (US) Inc. and Kore Outdoor Inc., dated as of May 12, 2021 (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 May 21, 2021).
10.15#Form of Indemnification Agreement by and between the Registrant and each of its officers and directors (incorporated by reference to Exhibit 10.17 to the Amendment to the Company’s Registration Statement on Form S-1 filed with the Securities and Exchange Commission on July 12, 2021).
10.16†Asset Purchase Agreement by and between Byrna Technologies Inc. and Fox Labs International, Inc. (incorporated by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K wiled with the Securities and Exchange Commission on May 25, 2022).
10.17#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).
10.18#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).
10.19#Separation Agreement, dated June 19, 2024 between the Company and David North (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 June 24, 2024).
10.20Consulting 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).
10.21#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).
10.22#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).
10.23Credit Agreement dated February 3, 2026, between the Company and Texas Capital Bank.
19.1Insider Trading Policy.*
21.1List of Registrant's Subsidiaries*
23.1Consent of Independent Registered Public Accounting Firm*
31.1Certification of the Principal Executive Officer required by Rule 13a-14(a) or Rule 15d-14(a).*
31.2Certification of the Principal Financial Officer required by Rule 13a-14(a) or Rule 15d-14(a).*
32.1Certification of the Principal Executive Officer and Principal Financial Officer required by Rule 13a-14(b) or Rule 15d-14(b) and 18 U.S.C. 1350**
97.1Byrna Technologies Inc. Clawback Policy.*
101.INSInline XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document*
101.SCHInline XBRL Taxonomy Extension Schema*
101.CALInline XBRL Taxonomy Calculation Linkbase*
101.LABInline XBRL Taxonomy Label Linkbase*
101.PREInline XBRL Definition Linkbase Document*
101.DEFInline XBRL Definition Linkbase Document*
104Cover Page Interactive Data File (embedded within the Inline XBRL Document and include in Exhibit 101)
*Filed herewith
**Furnished herewith
#Management contract or compensatory plan or arrangement
†Schedules and exhibits have been omitted pursuant to Item 601(a)(5) of Regulation S-K. The Company hereby agrees to provide the Securities and Exchange Commission, upon request, copies of any omitted exhibits or schedules to this exhibit.
ContentsView on SEC.gov

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