03/18/2026 | Press release | Distributed by Public on 03/18/2026 19:01
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FORM 4
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
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| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. | SEC 1474 (9-02) | ||
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1. Title of Derivative Security (Instr. 3) |
2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) |
4. Transaction Code (Instr. 8) |
5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5) |
6. Date Exercisable and Expiration Date (Month/Day/Year) |
7. Title and Amount of Underlying Securities (Instr. 3 and 4) |
8. Price of Derivative Security (Instr. 5) |
9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) |
10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) |
11. Nature of Indirect Beneficial Ownership (Instr. 4) |
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| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Restricted Stock Units | (1) | 03/02/2026 | A | 19,395 | (2) | (2) | Common Stock | 19,395 | $ 0 | 19,395 | D | ||||
| Restricted Stock Units | (1) | 03/17/2026 | A | 39,022 | (3) | (3) | Common Stock | 39,022 | $ 0 | 39,022 | D | ||||
| Restricted Stock Units | (1) | 03/17/2026 | A | 39,022 | (4) | (4) | Common Stock | 39,022 | $ 0 | 39,022 | D | ||||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
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Davis Conn Q. 100 BURTT ROAD, SUITE 115 ANDOVER, MA 01810 |
X | Chief Executive Officer | ||
| /s/ Lisa Klein Wager by power of attorney | 03/18/2026 | |
| **Signature of Reporting Person | Date |
| * | If the form is filed by more than one reporting person, see Instruction 4(b)(v). |
| ** | Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). |
| (1) | Each restricted stock unit ("RSU") represents a contingent right to receive one share of common stock of Byrna Technologies Inc. (the "Issuer"). |
| (2) | The RSUs were granted in connection with the Reporting Person's appointment as Chief Executive Officer of the Issuer. Pursuant to the terms of an offer letter entered into effective March 2, 2026 (the "Agreement") and attached as an exhibit to the Form 8-K filed by the Issuer on March 3, 2026, the vesting of the RSUs is conditioned upon (i) the volume-weighted average price of the Issuer's common stock over the final 90 days of a two-year performance period equaling or exceeding 156% of the Issuer's closing stock price on March 2, 2026, and (ii) the Reporting Person's continuous service to the Issuer through March 2, 2028, subject to acceleration upon certain terminations following a change of control of the Issuer. |
| (3) | The RSUs were granted pursuant to the Issuer's Long Term Incentive Program. The RSUs vest in three equal tranches on March 17, 2027, March 2, 2028 and March 2, 2029, subject the Reporting Person's continuous service to the Issuer through each such vesting date. Such vesting will be accelerated upon the death or disability of the Reporting Person or upon the termination of the Reporting Person without cause or resignation by the Reporting Person for good reason within 12 months following a qualifying change of control transaction. |
| (4) | The RSUs were granted pursuant to the Issuer's Long Term Incentive Program. The RSUs are performance-based and will vest on November 30, 2028 if and to the extent that (a) the Issuer achieves preset revenue levels for its fiscal year ending November 30, 2027 and (b) the Reporting Person (i) remains employed by the Issuer through November 30, 2028 or (ii) is terminated without cause after November 30, 2027. Such vesting will be accelerated upon the death or disability of the Reporting Person or upon the termination of the Reporting Person without cause or resignation by the Reporting Person for good reason within 12 months following a qualifying change of control transaction. |