Byrna Technologies Inc.
For the period ended Nov 30, 2025. Filed Feb 5, 2026.
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FY2025 · Filed Feb 5, 2026
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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 “Rule10b5-1 trading arrangement” or “non-Rule10b5-1 trading arrangement,” as those terms are defined in Regulation S-K, Item408, 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 afirst-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 doesnot purport to be complete and is qualified in its entirety by reference to the Loan and Security Agreement, which is filed as Exhibit10.23 to this Annual Report.
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