Byrna Technologies Inc.

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

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LETTER FROM THE CHIEF EXECUTIVE OFFICER

September 2, 2026

Dear Fellow Shareholders,

Fiscal 2025 was a strong year for Byrna, marked by record revenue and operational income and the continued expansion of our retail footprint. At the same time, the Board of Directors recognized that sustaining this momentum and positioning the Company for long-term success would require Byrna to continue to evolve. The Board decided that this evolution would require change—including changes in Board oversight, strategy and the leadership responsible for executing that strategy.

Renewing Our Board and Leadership with Purpose

In March, following a comprehensive search process, the Board appointed me as the Company’s CEO. I am honored that the Board has entrusted me to lead Byrna and am excited to apply my experience in corporate strategy, business transformation, marketing and eCommerce to the Company’s challenges and opportunities.

The Board has also changed its own composition to evolve with the Company. Over the last twelve months, four new independent directors have joined the Board, each bringing experience and perspectives that directly align with our strategic priorities, while two longer-serving directors have transitioned off the Board.

TJ Kennedy, who was appointed Chair of the Board in conjunction with the leadership transition, is a former public company CEO with proven expertise in global brand building, go-to-market execution and public safety technology. Adam Roth, who spent 25 years in senior marketing roles at Nike, brings world-class experience in transforming brands, broadening consumer appeal and driving growth—experience that is central to Byrna’s market expansion.

Rose Lopez Keravuori and Matthew McBrady, Ph.D. were both recently appointed. Rose is a retired U.S. Army Brigadier General whose nearly three decades of leadership in complex, high-stakes environments enable her to provide valuable insights to the Board, particularly in the areas of risk management, organizational leadership and strategic decision-making. Matt brings more than 25 years of less-lethal experience from his time at and on the Board of Axon, and deep financial expertise as a Chief Financial Officer and Chief Investment Officer.

Positioning Our Business for Durable Growth

These deliberate changes reflect the Board's judgment that Byrna's next stage of growth requires fresh perspectives, enhanced efficiency and renewed accountability at every level of the organization. As part of this effort, we separated our sales and marketing function into two dedicated go-to-market roles: Retail & Channel Growth, now led by Jim White, and Brand & Content, now led by Nate Secor. This structure is designed to bring greater focus and accountability to each function while positioning us to reignite growth across both our direct-to-consumer channel and our retail footprint.

Importantly, this evolution is also consistent with our strategy to build on the strength of our existing consumer base while introducing Byrna to a much larger audience of people who share the universal desire to confidently embrace and protect life. To be clear, this is anandstrategy, not anor strategy; our core of tactically focused, self-defense-minded gun owners who have supported Byrna from the beginning remain a critical part of our business, and we remain committed to serving them well.

At the same time, we believe Byrna has a significant opportunity to reach a much larger addressable market—first by expanding our reach among gun owners who have not yet discovered Byrna, and then by introducing our products to the population of non-gun owners who are looking for an active, practical and less-lethal option for personal safety. By expanding into these markets, we believe Byrna can grow revenue while advancing our mission of empowering individuals everywhere to safely embrace life.

Looking Ahead

Expanding the market for our brand and our Company will take time, but it is already well underway. Our website and digital creative reflect the beginnings of this expansion, with changes to our retail presentation, media partnerships and product development to follow over the coming quarters.

At the foundation of our transformation are three priorities that will define Byrna's future:

We expect 2026 to be a year of transition as we continue to advance our transformation, but we are confident that our efforts today will strengthen the foundation of this business so that Byrna’s growth is more durable and more profitable than ever.

On behalf of the Board and the entire Byrna team, I want to thank you for your continued confidence in this Company. We appreciate your support on the matters described in the accompanying proxy statement, and I look forward to updating you on our progress.

Sincerely,

Conn Davis

Chief Executive Officer, Byrna Technologies Inc.

This letter contains forward-looking statements with respect to Byrna’s financial condition, business and prospects. Forward-looking statements can be identified by the use of such words as “may,” “should,” “will,” “could,” “estimates,” “predicts,” “potential,” “continue,” “anticipates,” “believes,” “plans,” “expects,” “future,” “intends,” “projects,” the negative of these terms and other comparable terminology. These forward-looking statements include, but are not limited to, the potential to expand the market for Byrna’s products, future revenue growth, the potential to increase retail productivity, Byrna’s ability to consummate future acquisitions, and the potential to improve manufacturing efficiency, inventory management, and marketing effectiveness.

Forward-looking statements are neither historical facts, nor assurance of future performance. Instead, these statements are based on current beliefs, expectations and assumptions regarding Byrna’s business, strategies, projections, as well as anticipated events and trends. Forward-looking statements are subject to inherent uncertainties, risks and changes in circumstances that are difficult to predict and many of which are outside of Byrna’s control, and Byrna’s actual results and financial condition may differ materially from those indicated in the forward-looking statements. Therefore, you should not unduly rely on any of these forward-looking statements. Any forward-looking statement is based only on information currently available and speaks only as of the date when made. Byrna undertakes no obligation, other than as required by law, to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.

A discussion of certain risks and uncertainties affecting Byrna, and some of the factors that could cause Byrna’s actual results to differ materially from those described in the forward-looking statements, can be found in the sections entitled “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in Byrna’s Annual Report on Form 10-K for the year ended November 30, 2025, which accompanies this letter.

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

Dear Stockholder:

You are cordially invited to attend the 2026 Annual Meeting of Stockholders (the “Annual Meeting”) of Byrna Technologies Inc., a Delaware corporation (the “Company” or “Byrna”), to be held virtually at 9:00 a.m., Eastern Time, on Friday, September 25, 2026. The Annual Meeting will be a completely virtual meeting of shareholders. You will be able to attend the Annual Meeting, vote your shares electronically, and submit your questions during the live webcast by visiting www.virtualshareholdermeeting.com/BYRN2026. You will need to have your 16-digit control number included on your proxy card or voting instruction form that accompanied your proxy statement. At the meeting, we will be voting on the matters described in the accompanying Proxy Statement.

Items of Business

Voting

Only stockholders of record as shown in the books of our transfer agent at the close of business on August 18, 2026 (the “Record Date”) are entitled to notice of, and to vote at, the Annual Meeting. In order to be able to attend the virtual Annual Meeting and vote, ask questions, and access the list of stockholders as of the close of business of the Record Date, you will need to have your 16-digit control number included on your proxy card or voting instruction form that accompanied your proxy statement.

On or about September 2, 2026, the Notice of Annual Meeting, Proxy Statement and Proxy Materials are first being mailed to our stockholders of record as of the Record Date.

Regardless of whether you expect to attend the virtual meeting, please vote in advance of the meeting by using one of the methods described in the Company’s proxy statement (the “Proxy Statement”). As a stockholder of record, you may vote your shares (1) at the meeting, (2) by telephone, (3) through the Internet, or (4) by completing and mailing a proxy card. Specific instructions for voting by telephone or through the Internet are included in the Proxy Statement. If you attend and vote at the virtual meeting, your vote at the meeting will replace any earlier vote you cast.

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Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting to be Held on Friday, September 25, 2026: The Proxy Statement and the Annual Report on Form 10-K for the fiscal year ended November 30, 2025 are available at www.proxyvote.com. The Annual Report, however, is not part of the proxy solicitation material.

By Order of the Board of Directors

/s/ Lisa Wager

Corporate Secretary

Andover MA 01810

September 2, 2026

Even though you may plan to attend the virtual meeting, please vote by telephone, through the Internet, or, if you receive your proxy materials by mail, execute the enclosed proxy card and mail it promptly in the accompanying postage-free return envelope. Stockholders who received proxy materials in the mail are also welcome to vote by telephone or through the Internet by following the instructions on the proxy card. Should you attend the virtual meeting, you may revoke your proxy and vote at the meeting if you wish to change your vote.

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2026 ANNUAL MEETING OF STOCKHOLDERS

PROXY STATEMENT

PROXY STATEMENT

This Proxy Statement is furnished in connection with the solicitation of proxies by the Board of Directors of Byrna Technologies Inc. (“Byrna”, the “Company,” “we,” “us,” or “our”) to be voted at our 2026 Annual Meeting of Stockholders (the “Annual Meeting”). On or about September 2, 2026, the Notice of Annual Meeting, Proxy Statement and Proxy Materials are first being mailed to our stockholders of record as of August 18, 2026 (the “Record Date”), and our notice of annual meeting, proxy materials, and 2025 Annual Report are first being posted onwww.proxyvote.com. All website addresses given in this document are for informational purposes only and are not intended to be an active link or to incorporate any website information into this document.

Stockholders as of the Record Date are invited to attend the annual meeting which will take placeon Friday, September 25, 2026 beginning at 9:00 a.m. Eastern Timeand any adjournments or postponements thereof. The Annual Meeting will be a completely virtual meeting of shareholders. You will be able to attend the Annual Meeting, vote your shares electronically, and submit your questions during the live webcast by visiting www.virtualshareholdermeeting.com/BYRN2026. You will need to have your 16-digit control number included on your proxy card or voting instruction form that accompanied your proxy statement.

Whether or not you are able to attend the virtual annual meeting, you are urged to vote your proxy, either by mail, telephone or on the Internet. Specific instructions for voting by telephone or through the Internet are included in this Proxy Statement. If you attend and vote at the virtual meeting, your vote at the meeting will replace any earlier vote you cast. Proxies also may be voted at any adjournment or postponement of the Annual Meeting.

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