[{"_1":2,"_3":-5,"_4":-5},"loaderData",{"_5":6,"_7":8},"actionData","errors","root",{"_102":103},"en-item",{"_9":10,"_10":11},"kind","item",{"_12":13,"_14":15,"_16":17,"_18":19,"_20":21,"_22":23,"_24":25,"_26":27,"_28":29,"_30":31,"_32":31,"_33":34,"_35":36,"_37":38,"_39":40,"_41":42,"_43":44,"_45":46,"_47":-5,"_48":49,"_50":-5,"_51":-5,"_52":53,"_54":55,"_56":57,"_58":42,"_59":42,"_60":61,"_62":42,"_63":64},"id","m1o7xjrwbfqqv38lqbzkhyip4","revision",2,"title","Byrna Technologies Inc. 2026年前三季度净亏损1220万美元","originalTitle","10-Q - Byrna Technologies Inc. (0001354866) (Filer)","summary","Byrna Technologies Inc. 2026年前三季度净收入6070万美元，同比下降26.7%；净亏损1220万美元，较上年同期净收入630万美元大幅下降。运营费用增加至4620万美元，现金流紧张，现金及现金等价物减少至840万美元。公司面临监管风险，因产品含违禁溶剂，需暂停销售并可能面临处罚。","reason","Byrna Technologies Inc. 2026年前三季度净收入下降26.7%，净亏损扩大至1220万美元，运营费用增加，现金流紧张，面临监管风险。","source",{"_12":93,"_94":95,"_9":96,"_97":42,"_98":99,"_100":101},"links",{"_90":91,"_79":92},"publishedAt","2026-10-08T12:06:01.000Z","discoveredAt","2026-10-08T12:11:25.475Z","timelineAt","category","ai-products","tags",[85,86,87,88,89],"stockSymbols",[84],"score",74,"selected",true,"channel","news","story",{"_74":75,"_16":76},"x","readingMode","full","author","language","body",{"_64":78,"_79":-5,"_80":81,"_82":83},"outline",[],"relatedStories",[77],"indexable","markdownAvailable","group",{"_65":66,"_45":67,"_68":69,"_70":71,"_72":73},"hasTranslation","bodyLanguage","zh","factId","fv4Twh3Zer7I",{"_74":75,"_16":76},"reportCount",3,"additionalSourceCount",1,"developmentCount",0,"publicId","248b82ef-f5a8-42dd-85a0-b66f48d2ba2f","Byrna Technologies 财报与监管风险",{"_74":75,"_16":76},"

美国

证券交易委员会

华盛顿特区 20549

10-Q 表格

☒ 根据 1934 年《证券交易法》第 13 或 15(d) 条款提交的季度报告

截至 2026 年 8 月 31 日的季度

☐ 根据 1934 年《证券交易法》第 13 或 15(d) 条款提交的过渡报告

过渡期自 _________ 至 _________

文件编号 001-40385

\n\n\n\n\n\n\n\n\n\n\n\n

Byrna Technologies Inc.
(注册人根据其章程指定的确切名称)

特拉华州		71-1050654
(注册或组织所在的其他司法管辖区		(I.R.S. 雇主识别号)
)
100 Burtt Road, Suite 115
Andover, MA 01810
(主要行政办公地址，包括邮编)

(978) 868-5011
(注册人电话号码，包括区号)

根据该法案第 12(b) 条款注册的证券：

\n\n

各类别名称	交易代码	注册的交易所名称
普通股，每股面值 $0.001	BYRN	Nasdaq 资本市场

根据该法案第 12(g) 条款注册的证券：无。

通过勾选标记表明注册人是否在过去的 12 个月中（或注册人被要求提交此类报告的较短期间）已提交根据 1934 年《证券交易法》第 13 或 15(d) 条款要求提交的所有报告，并且是否在过去 90 天内受到此类报告提交要求的约束。是 ☒ 否 ☐

通过勾选标记表明注册人是否在过去的 12 个月中（或注册人被要求提交此类文件的较短期间）已根据《S-T 规则》第 405 条（本章 §232.405）提交了要求提交的每份交互式数据文件。是 ☒ 否 ☐

通过勾选标记表明注册人是大型加速申报人、加速申报人、非加速申报人、较小的报告公司，还是新兴增长公司。请参阅《交易法》第 12b-2 条中关于“大型加速申报人”、“加速申报人”、“较小的报告公司”和“新兴增长公司”的定义。

大型加速申报人 ☐ 加速申报人 ☐

非加速申报人 ☒ 较小的报告公司 ☒

新兴增长公司 ☐

如果是新兴增长公司，通过勾选标记表明注册人是否已选择不使用根据《交易法》第 13(a) 条款提供的任何新或修订的财务会计准则的延长过渡期。 ☐

通过勾选标记表明注册人是否为空壳公司（根据《交易法》第 12b-2 条定义）：是 ☐ 否 ☒

截至 2026 年 10 月 8 日，公司拥有 23,404,754 股已发行普通股。

	页码

第一部分 – 财务信息	2

第 1 项。	简明合并财务报表	2

	2026年8月31日 (未审计) 和 2025年11月30日合并资产负债表	2

	2026年8月31日和2025年 (未审计) 三个月和九个月合并经营及综合(亏损)收益表	3

	2026年8月31日和2025年 (未审计) 九个月合并现金流量表	4

	2026年8月31日和 2025年 (未审计) 三个月和九个月合并股东权益变动表	5

	合并财务报表附注	7

项目 2.	管理层讨论与分析’ 财务状况和经营成果	25

项目 3.	市场风险的定量和定性披露	31

项目 4.	内部控制与程序	31

第二部分 – 其他信息	32

项目 1.	法律诉讼	32

项目 1A.	风险因素	32

项目 2.	未登记的股权证券出售及所得款项用途	32

项目 3.	优先证券违约	32

项目 4.	矿山安全披露	32

项目 5.	其他信息	32

项目 6.	附注	33

签字	34

\n 1\n

第一部分 – 财务信息

\n \n \n \n \n \n\n \n

项目 1.

合并财务报表

BYRNA TECHNOLOGIES INC.

合并资产负债表

(金额以千计，每股及每股数据除外)

\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n

	*8月31日,*			*11月30日,*
	*2026*			*2025*
	*未审计*
资产
流动资产
现金及现金等价物	$	8,418			$	13,727
应收账款，净额		2,538				10,840
存货，净额		29,974				32,694
预付费用及其他流动资产		3,821				4,681
可供出售债务证券		1,001				1,754
流动资产总计		45,752				63,696
非流动资产
设备押金		245				1,495
使用权资产，净额		1,051				2,042
物业及设备，净额		3,869				7,726
无形资产，净额		3,944				3,086
商誉		2,714				2,258
递延税资产，净额		6,855				4,134
其他资产		153				51
资产总计	$	64,583			$	84,488

负债
流动负债
应付账款及应计负债	$	7,374			$	15,864
经营租赁负债，流动		705				734
递延收入，流动		186				496
流动负债总计		8,265				17,094
非流动负债
递延收入，非流动		18				25
经营租赁负债，非流动		532				1,612
或有对价，非流动		649				—
负债总计		9,464				18,731

承诺与或有事项 (附注 21)

股东权益
优先股，面值$0.001，授权5,000,000股，已发行无股		—				—
普通股，面值$0.001，授权50,000,000股。截至2026年8月31日已发行26,043,337股，流通股23,404,754股；截至2025年11月30日已发行25,258,393股，流通股22,678,715股		25				25
股本溢价		138,107				135,870
库藏股（截至2026年8月31日和2025年11月30日，分别购买了2,638,583股和2,579,678股）		(23,308	)			(22,355	)
累计亏损		(59,294	)			(47,096	)
其他综合损失		(411	)			(687	)

股东权益合计		55,119				65,757

负债和股东权益合计	$	64,583			$	84,488

参见未审计的简明合并财务报表附注。

\n 2\n

BYRNA TECHNOLOGIES INC.

简明合并经营及综合（亏损）收益表

金额以千计，每股及每股数据除外

（未审计）

\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n

	截至			截至
	*8月31日*			*8月31日*
	*2026*			*2025*			*2026*		*2025*
营业收入	$	15,296			$	28,179		$	60,733		$	82,874
销货成本		3,142				11,257			29,394			32,464
毛利		12,154				16,922			31,339			50,410
营业费用		15,084				14,059			46,186			42,525
（亏损）经营收益		(2,930	)			2,863			(14,847	)		7,885
其他（费用）收益
外币交易损失		(27	)			(91	)		(224	)		(305	)
净利息收入		37				97			167			400
其他收益（损失）		9				(6	)		40			10
（亏损）所得税前收益		(2,911	)			2,863			(14,864	)		7,990
所得税（准备）收益		-				(628	)		2,666			(1,666	)
净（亏损）收益		(2,911	)			2,235			(12,198	)		6,324

外币折算调整		29				82			292			27
有价债务证券未实现（亏损）收益		(14	)			(51	)		(16	)		27
综合（亏损）收益	$	(2,896	)		$	2,266		$	(11,922	)	$	6,378

基本每股净（亏损）收益	$	(0.13	)		$	0.10		$	(0.54	)	$	0.28
稀释每股净（亏损）收益	$	(0.13	)		$	0.09		$	(0.54	)	$	0.26

加权平均已发行普通股数 - 基本		22,981,181				22,691,574			22,779,451			22,649,525
加权平均已发行普通股数 - 稀释		22,981,181				24,103,760			22,779,451			24,147,430

参见未审计的简明合并财务报表附注。

\n 3\n

BYRNA TECHNOLOGIES INC.

简明合并现金流量表

金额以千计

（未审计）

\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n

	截至
	*8月31日*
	*2026*			*2025*
经营活动产生的现金流量
当期净（亏损）收益	$	(12,198	)		$	6,324
将净（亏损）收益调节至经营活动使用的净现金的调整：
基于股份的薪酬费用		1,972				2,297
折旧和摊销		1,828				1,617
处置及核销财产和设备的损失		338				607
经营租赁成本		994				513
递延税（收益）准备		(2,721	)			1,650
有价债务证券已实现收益		(13	)			—
预期信用损失准备		2,005				52
存货准备		2,442				417
弹药存货减值		3,605				—
财产和设备减值		4,506				—
资产和负债变动，扣除业务收购影响：
应收账款		6,297				(6,294	)
递延收入		(317	)			(1,519	)
存货		(3,184	)			(14,551	)
预付费用及其他流动资产		860				(1,857	)
其他资产		(102	)			34
应付账款及应计负债		(8,615	)			(410	)
经营租赁负债		(1,167	)			(383	)
经营活动使用的净现金		(3,470	)			(11,503	)

投资活动产生的现金流量
购置财产和设备		(1,237	)			(5,830	)
处置财产和设备的收益		—				67
有价债务证券出售及到期收益		750				6,352
业务收购，扣除已获现金		(500	)			—
联邦枪支许可证的取得		—				(6	)
投资活动提供的净现金（使用）		(987	)			583

筹资活动产生的现金流量
股票期权行权收益		—				296
回购普通股		(953	)			(55	)
限制性股票单位发行时扣缴的税款		(188	)			(142	)
筹资活动提供的净现金（使用）		(1,141	)			99
外汇汇率变动影响		289				487
当期现金及现金等价物的净减少额		(5,309	)			(10,334	)
现金及现金等价物，期初		13,727				16,829
现金及现金等价物，期末	$	8,418			$	6,495

非现金投资和筹资活动的补充明细表：
取得使用权资产产生的经营租赁负债	$	58			$	178
作为业务合并对价发行的普通股	$	453			$	—
业务合并中确认的或有对价	$	649			$	—
业务合并中与或有对价相关的保留款	$	125			$	—

参见未审计的简明合并财务报表的附注。

\n 4\n

BYRNA TECHNOLOGIES INC.

股东权益变动简明合并报表

截至2026年和2025年8月31日止的三个月和九个月

（金额以千计，股数除外）

（未审计）

\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n

							额外			*库存股*							*其他综合*
	*普通股*		实缴			股本		累计			综合
	股数		$			资本		股数			$			赤字			亏损		总计
2026年5月31日余额		25,331,939		$	25		$	137,075				(2,638,583	)		$	(23,308	)	$	(56,383	)	$	(426	)	$	56,983
股票薪酬		—			—			601				—				—			—			—			601
根据限制性股票单位归属发行的普通股		607,398			—			(22	)			—				—			—			—			(22	)
作为英雄收购的股票对价发行的普通股		104,000						453				—				—									453
净亏损		—			—			—				—				—			(2,911	)		—			(2,911	)
有价证券未实现（亏损）收益		—			—			—				—				—			—			(14	)		(14	)
外币折算		—			—			—				—				—			—			29			29
2026年8月31日余额		26,043,337		$	25		$	138,107				(2,638,583	)		$	(23,308	)	$	(59,294	)	$	(411	)	$	55,119

2025年5月31日余额		25,197,613		$	25		$	134,739				(2,519,144	)		$	(21,308	)	$	(52,694	)	$	(626	)		60,136
股票薪酬		—			—			734				—				—			—			—			734
根据股票期权行权发行的普通股		12,923			—			62				—				—			—			—			62
根据限制性股票单位归属发行的普通股		3,574			—			(55	)			—				—			—			—			(55	)
净收益		—			—			—				—				—			2,235			—			2,235
有价证券未实现（亏损）收益		—			—			—				—				—			—			(51	)		(51	)
外币折算		—			—			—				—				—			—			82			82
2025年8月31日余额		25,214,110		$	25		$	135,480				(2,519,144	)		$	(21,308	)	$	(50,459	)	$	(595	)	$	63,143

\n 5\n

\n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n\n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n\n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n\n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n\n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n\n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n\n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n\n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n\n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n\n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n\n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n\n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n\n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n\n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n\n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n\n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n\n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n\n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n\n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n\n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n\n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n\n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n\n \n

							额外			*库存股*							*其他综合*
	*普通股*		实缴			股本		累计			综合
	股数		$			资本		股数			$			赤字			亏损		总计
2025年11月30日余额		25,258,393		$	25		$	135,870				(2,579,678	)		$	(22,355	)		(47,096	)	$	(687	)	$	65,757
股票薪酬		—			—			1,972				—				—			—			—			1,972
根据限制性股票单位归属发行的普通股		680,944			—			(188	)			—				—			—			—			(188	)
作为英雄收购的股票对价发行的普通股		104,000						453																	453
根据股票回购计划回购普通股		—			—			—				(58,905	)			(953	)		—			—			(953	)
净亏损		—			—			—				—				—			(12,198	)		—			(12,198	)
有价证券未实现（亏损）收益		—			—			—				—				—			—			(16	)		(16	)
外币折算		—			—			—				—				—			—			292			292
2026年8月31日余额		26,043,337		$	25		$	138,107				(2,638,583	)		$	(23,308	)	$	(59,294	)	$	(411	)	$	55,119

2024年11月30日余额		25,010,976		$	25		$	133,029				(2,515,217	)		$	(21,253	)		(56,783	)	$	(649	)	$	54,369
股票薪酬		—			—			2,297				—				—			—			—			2,297
根据股票期权行权发行的普通股		100,194			—			296				—				—			—			—			296
根据限制性股票单位归属发行的普通股		102,940			—			(142	)			—				—			—			—			(142	)
根据股票回购计划回购普通股		—			—			—				(3,927	)			(55	)		—			—			(55	)
净收益		—			—			—				—				—			6,324			—			6,324
有价证券未实现（亏损）收益		—			—			—				—				—			—			27			27
外币折算		—			—			—				—				—			—			27			27
2025年8月31日余额		25,214,110		$	25		$	135,480				(2,519,144	)		$	(21,308	)	$	(50,459	)	$	(595	)	$	63,143

参见未审计的简明合并财务报表的附注。

\n 6\n

BYRNA TECHNOLOGIES INC.

简明合并财务报表附注（未审计）

截至2026年和2025年8月31日止的三个月和九个月

经营性质

Byrna Technologies Inc.（“公司”或“Byrna”）是一家非致命防御技术公司，专门从事无需使用致命武力即可应对安全局势的下一代解决方案。该公司设计、开发、制造并营销一系列个人安全设备、动能和化学刺激弹丸及相关配件，面向消费者、执法部门、私人安保及其他机构市场。Byrna 发射器是由 CO2 驱动的非致命自卫设备，可发射 .61 和 .68 口径的球形动能和化学刺激弹丸。该公司还提供互补的个人安全产品，包括化学刺激防御喷雾和个人安全警报。公司的使命是提供有效、易用且可靠的非致命解决方案，以支持负责任的自卫和降级处理。公司通过多种渠道销售其产品，包括其电子商务网站、Amazon 店面、公司自营零售店、国内外经销商和分销商，以及直接向执法部门销售。公司的发射器在印第安纳州韦恩堡的设施内制造。自在财年 2026 年第二季度（见注 12）停止内部弹药生产以来，公司已从 第三方 合同制造商处采购弹药。化学刺激防御喷雾和个人安全警报由 第三方 合同制造商生产。公司此前在南非比勒陀利亚运营一家制造设施；这些运营于财年 2025 年第三季度停止，相关租赁合同未续签。在 2025 年 3 月， 公司成立了一家全资子公司 Byrna Technologies Canada Inc.，以支持 Byrna 产品在加拿大市场的分销。Byrna Canada 不开展制造活动，不拥有或租赁任何设施；相反，它利用 第三方 物流提供商来履行通过公司加拿大电子商务平台下的客户订单。在 2026 年 8 月， 公司收购了 Hero Defense Systems, LLC 的几乎所有资产，后者是一家非致命防御产品的设计和销售商，该交易按业务合并进行核算（见注 6）。

公司通过两个可报告销售渠道运营并报告其业绩：直接面向消费者（“DTC”）和批发（经销商/分销商）。

2.	运营与管理计划

截至2026年8月31日，公司累计亏损约5930万美元。公司历史上主要通过发行公司普通股（每股面值0.001美元）（“普通股”）为其运营提供资金。公司还拥有5000万美元的循环信贷额度，截至2026年8月31日，该额度未提取，可用于一般公司用途，包括营运资金。公司的1.5亿美元延期提款定期贷款仅可用于资助经批准的收购，不可用于资助运营。两项融资安排均受财务契约约束，包括最大杠杆比率和最低固定费用覆盖率，无论未偿金额多少均按季度进行测试（参见附注24，信贷安排）。公司在截至2026年8月31日的九个月期间产生净亏损1200万美元，运营中使用了350万美元现金。公司的未来业绩将取决于其继续产生足够收入以资助运营费用并有效推广其产品的能力。

根据ASC 205-40，财务报表列报——持续经营，管理层评估了是否存在在综合考虑下，会就公司在发布简明合并财务报表之日起一年内持续经营的能力产生重大疑问的条件或事件。在进行此项评估时，管理层考虑了公司在截至2026年8月31日的九个月期间的净亏损1220万美元，其中包括约1050万美元的非现金减值和库存费用，其中绝大部分与停止内部弹药生产以及某些发射器组件的合理化相关，以及运营活动中使用的净现金350万美元。管理层还考虑了公司的流动性及无未偿借款，第三季度库存采购的减少，公司现有库存以及预计现金流，这些现金流反映了季节性更强的第四财季，且不假设额外的关税退税、应收账款减少的再次发生或根据信贷协议进行的借款。基于此项评估，管理层得出结论，不存在在综合考虑下会就公司在发布简明合并财务报表之日起一年内持续经营的能力产生重大疑问的条件或事件。

列报基础

这些未审计的简明合并财务报表涵盖 截至 2026 年 8 月 31 日和 2025 年 三个月及 九个月的期间，包括本公司及其子公司的账户。这些未审计的简明合并财务报表是按照 10-Q 表格的指示编制的，因此不包含符合美国公认会计原则（“GAAP”）对财务状况、经营成果和现金流进行公允列报所需的全部信息和附注；然而，此类信息反映了仅由正常经常性调整构成的所有调整，管理层认为这些调整对于中期期间结果的公允列报是必要的。所有重要的公司间账户和交易在合并过程中均已抵销。

未审计的简明合并财务报表应与合并财务报表及其附注一并阅读，并参阅本公司 截至 2025 年 11 月 30 日 年度报告的 10-K 表格中包含的财务状况和经营成果管理层讨论与分析。管理层认为，随附的未审计简明合并财务报表、截至 2026 年 8 月 31 日和 2025 年 三个月及 九个月的经营成果，以及截至 2026 年 8 月 31 日和 2025 年 8 月 31 日 九个月的现金流不一定预示着对全年预期的结果。

重分类

为了可比性，本年度财务报表中的某些金额在前期财务报表中已重新分类，以符合本年度财务报表的列报方式。这些重分类对之前报告的净收入、总资产或来自经营、投资或融资活动的净现金流没有影响。

\n 7\n

估计的使用

按照GAAP编制财务报表要求管理层做出影响财务报表日期资产和负债报告金额以及在报告期内收入和费用报告金额的估计和假设。未来事件及其影响无法确定。因此，确定估计需要运用判断。实际结果可能与这些估计不同，任何此类差异可能对我们的简明合并财务报表产生重大影响。重要的估计包括关于销售退回、准备金和折扣的准备金、基于股票的薪酬费用、收购日收购资产和业务合并中或有对价的公允价值、或有对价的后续计量、递延税资产的估值准备、租赁的增量借款利率、使用寿命较长的资产、使用寿命较长的资产减值、预计信用损失准备金和存货准备金。

5.	近期会计指引

公司考虑所有会计准则更新（\"ASUs\"）的适用性和影响。下文未讨论的 ASUs 已经过评估，确定要么不适用，要么预计对财务报表的影响微乎其微。

近期采用的会计公告

自 2025年12月1日 起，公司提前采用了财务会计准则委员会（FASB）会计准则更新（\"ASU\"）2025‑05，金融工具——信用损失（326 主题）：应收账款和合同资产的信用损失计量。该 ASU 提供了一种实务性例外，允许实体在估计当前贸易应收账款和合同资产的预期信用损失时，假设资产负债表日的经济状况保持不变。公司选择了这一实务性例外并前瞻性地应用了该指导原则。采用 ASU 2025‑05 对公司的合并财务报表没有产生重大影响。

已发布但未采用的会计公告

在 2023 年，FASB 发布了 ASU 2023-09，所得税（740 主题）：所得税披露的改进。该更新标准化了有效税率调节的分类，要求对所得税进行拆分并提供额外的所得税相关披露。该更新要求公司自 2024年12月15日 之后开始的财政年度生效，对于公司而言，将是截至 2026年11月30日 的年度。虽然公司预计采用该标准将需要额外的披露，但它不预期会对公司的财务状况或经营成果产生重大影响。

在 2024年3月，财务会计准则委员会（FASB）发布了 ASU 2024-03，利润表——综合（损失）收益——费用拆分披露（220-40 子主题）：利润表费用的拆分（由 ASU 2025-01 澄清）。该指导原则侧重于利润表费用的拆分。该更新要求实体提供关于重要费用类别组成部分的更详细披露，以提高财务报表的透明度和决策有用性。其目标是使用户对利润表中报告的费用性质和波动性有更清晰的理解。该标准适用于自 2026年12月15日 之后开始的财政年度的年度期间，以及自 2027年12月15日 之后开始的年度期间的中期，并允许提前采用。虽然公司预计采用该标准将需要额外的披露，但它不预期会对公司的财务状况或经营成果产生重大影响。

\n 8\n

商誉

由业务合并产生的商誉不进行摊销，而是至少每年进行一次减值测试，或在事件或情况变化表明报告单元的公允价值可能低于其账面金额时更频繁地进行测试。公司在其每个财政年度的第四季度进行年度商誉减值评估。

在 截至 2026 年 5 月 31 日 的三个月内，公司确定其印第安纳州韦恩堡设施的弹药生产停止是一项触发事件，要求对商誉进行减值的中期评估。根据 ASC 350-20-35-3A，公司对相关事件和情况——包括韦恩堡停产的性质和财务影响、公司的整体财务业绩、行业和市场状况以及其他实体特定因素——进行了定性评估，以确定报告单位的公允价值低于其账面金额的可能性是否大于不。基于此次定性评估，公司得出结论，报告单位的公允价值低于其账面金额的可能性不大于不，因此不需要定量减值测试，也未记录减值费用。截至 2025 年 11 月 30 日，公司确定没有商誉减值的迹象。

During the three months ended August 31, 2026, the Company evaluated whether events or changes in circumstances, including the continued decline in net revenue, the net loss for the period, and the decline in the Company's stock price, indicated that it was more likely than not that the fair value of its reporting unit was less than its carrying amount. As part of this evaluation, the Company compared its market capitalization of approximately $84.5 million as of August 31, 2026, based on the closing price of its common stock of $3.61 per share and 23,404,754 shares outstanding, to the carrying amount of its stockholders' equity of $55.1 million, which market capitalization exceeded by approximately 53%. Based on this evaluation, the Company concluded that it was not more likely than not that the fair value of its reporting unit was less than its carrying amount as of August 31, 2026, and no impairment charge was recorded. The Company will perform its annual goodwill impairment test during the fourth quarter of fiscal 2026. A continued decline in the Company's results of operations or stock price could result in an impairment of goodwill in future periods.

Goodwill increased from $2.3 million as of November 30, 2025 to $2.7 million as of August 31, 2026 as a result of $0.5 million of goodwill recognized in connection with the Hero Acquisition described below.

Hero Defense Systems 收购

2026年7月7日，公司与内华达州有限责任公司 Hero Defense Systems, LLC（“Hero”）签订了资产购买协议（“Hero APA”），根据该协议，公司收购了 Hero 设计、开发、制造、营销和销售非致命防御产品及相关配件业务所使用或相关的几乎所有资产，包括知识产权、库存和设备、模具（“Hero Acquisition”）。Hero Acquisition 于 2026年8月6日（“Hero Acquisition Date”）完成。公司未承担 Hero 的任何负债或合同。Hero Acquisition 按照 ASC Topic 805 Business Combinations 下的业务合并进行会计处理，采用收购法核算。

合同购买价格为 125 万美元，加上下文所述的或有特许权使用费，包括（i）62.5 万美元现金，其中 50 万美元在交割时支付，12.5 万美元作为 Hero 赔偿义务的担保保留最多十八个月，以及（ii）62.5 万美元以公司普通股支付，股份数量根据交割前 60 个交易日的公司普通股成交量加权平均价格确定，上限为 104,000 股。交割时，公司发行了 104,000 股普通股，根据 Hero Acquisition 日期公司普通股收盘价每股 4.36 美元计算，其收购日公允价值为 50 万美元。作为股票对价发行的股份未注册，受制于常规转让限制，并受交割后六个月锁定期限制。保留的对价包含在 2026年8月31日 的合并资产负债表中应付账款和应计负债项下。

作为额外对价，公司将向 Hero 支付版税，等于某些现有及后续产品净销售额的 3.5%，版税期限为，最低保证总版税为 $0.25 百万，以五个每年 $0.05 百万的等额分期付款形式支付，且设有上限，等于总版税支付额达到 $5.0 百万或第五个闭市周年纪念日的较早者。公司在收购日以 $0.6 百万的公允价值确认了一项或有对价负债，计算方式为使用概率加权预期现金流模型，针对收购及后续产品的三个净销售额情景，计算预期版税支付的现值。该计量基于 Hero 的未来业绩预期和过往运营经验。在确定达到特定净销售额水平的概率时，公司考虑了 Hero 的运营历史、来自现有及未来客户的当前及预期收入，以及基于管理层经验的一系列潜在结果。在确定截至收购日的这些假设的适当性时，运用了重大判断。因此，假设的变化可能会对记录的或有对价金额产生重大影响。该负债由（i）以约 8.35% 折现的 $195 千最低保证版税的现值组成，该部分被视为固定递延对价并通过利息费用摊销，以及（ii）以约 14.0% 折现的超过 $454 千最低保证额的预期版税支付的现值组成。或有组成部分的公允价值计量基于市场中不可观察的重大投入，因此代表 Level 3 计量。由于无版税支付需在十二个月内到期，即 August 31, 2026, ，因此整个 $0.6 百万负债在截至 August 31, 2026. 的简明合并资产负债表中被分类为非流动。或有组成部分将在每个报告日重新计量至公允价值，公允价值的变化在简明合并经营及综合（损失）收益表中确认为经营费用。或有版税安排下应付金额基于某些现有及后续产品在版税期限内的净销售额的 3.5%，该期限在总版税支付额达到 $5.0 百万或第五个闭市周年纪念日的较早者时结束。截至 Hero 收购日和 August 31, 2026, ，公司根据该安排可能被要求支付的未折现金额范围为 $0.25 百万，代表最低保证总版税，至 $5.0 百万，代表总版税上限。有关或有对价负债公允价值计量的更多信息，请参阅注 7。

收购日的总对价公允价值为170万美元，包括收购时支付的现金50万美元、保留款10万美元、股票对价50万美元以及或有特许权使用费对价60万美元。收购价格初步分配给所收购资产，包括存货10万美元、不动产和设备10万美元、可辨认无形资产110万美元以及商誉50万美元。未承担任何负债。可辨认无形资产包括商标和商号10万美元，将在一年的使用寿命内摊销，专利和专利申请90万美元，将在十年的使用寿命内摊销，以及低于10万美元的域名。未确认客户关系无形资产，因为 Hero 的销售主要通过市场平台和直接面向消费者的渠道产生，这些渠道以交易性消费者购买为特征，且未收购任何客户或供应商合同。所收购的技术反映在已确认的专利和专利申请中。分配给所收购商标和商号的一年使用寿命反映了公司计划在 fiscal 2027（见注 13）的计划产品重新推出之际逐步淘汰所收购商号的计划。所收购的设备、工具和模具将在预计剩余使用寿命15个月内开始折旧，折旧期始于 2026年9月。商誉代表对价超过所收购的可辨认净资产的公允价值的部分，主要归因于通过下文所述的过渡咨询安排获得的 Hero 创始人的流程和诀窍，将 Hero 产品整合到公司现有分销、营销和经销商网络中预期的协同效应，以及公司产品开发时间表的加速。

收购价格分配是初步的，并可能发生变化，因为公司正在最终确定所收购资产和或有对价及相关所得税分析，预计将在一年的计量期内完成。商誉的一部分预计可用于所得税抵扣。收购相关成本不重大。在 Hero 收购过程中，公司根据单独的咨询协议聘请了 Hero 的两位创始人，在 Hero 收购日后提供为期 三个月 的过渡服务，每位创始人的费用为每月10,000美元。这些付款用于合并后的服务，在提供服务时确认为补偿费用，不包含在对价中。Hero 的经营成果已包含在公司合并财务报表中，自收购日起，且不重大。由于 Hero 收购对公司合并财务报表的影响不重大，因此未提供模拟经营结果。

The following table presents a reconciliation of the contingent consideration liability measured at fair value on a recurring basis using significant unobservable inputs (Level 3) for the nine months ended August 31, 2026 (in thousands):

\n\n\n\n\n\n

	或有对价
2025年11月30日的余额	$	-
Hero收购中确认的或有对价		454
公允价值变动		-
支付		-
2026年8月31日的余额	$	454

7.	可供出售债务证券

可供出售债务证券包括美国国债和企业债券。管理层在取得这些证券时确定其适当分类，并在每个资产负债表日评估此类分类的适当性。公司根据ASC 320，投资——债务证券，将其投资分类为可供出售。投资按公允价值记录，未实现收益和损失作为股东权益中其他综合收益（损失）的一部分以及合并经营和综合（损失）收益表中的总综合（损失）收益的一部分，直至实现。已实现收益和损失按特定识别法在投资收益中列报。公司在存在未实现损失时对投资估计预期信用损失。与信用相关的未实现损失在净（损失）收益中确认，不与信用相关的未实现损失在其他综合收益中确认。截至2026年8月31日和2025年的三个月和九个月，可供出售债务证券的已实现和未实现收益均不重要。在截至2026年8月31日的九个月内，公司的企业债券到期并以面值赎回，金额为75万美元。由此产生的不足10万美元的已实现收益从其他综合收益重新分类至其他收入。

下表汇总了截至2026年8月31日（单位：千美元）的可供出售证券和可供出售投资：

\n\n\n\n

	成本		*未实现收益*			*未实现损失*		*公允价值*	投资
企业债券	$	-		$	-		$	-	$	-	$	-
美国国债		999			2			-		1,001		1,001
合计	$	999		$	2		$	-	$	1,001	$	1,001

下表汇总了截至2025年11月30日（单位：千美元）的可供出售证券和可供出售投资：

\n\n\n\n

	成本		*未实现收益*			*未实现损失*		*公允价值*	投资
企业债券	$	737		$	11		$	-	$	748	$	748
美国国债		999			7			-		1,006		1,006
合计	$	1,736		$	18		$	-	$	1,754	$	1,754

截至2026年8月31日和2025年11月30日，可供出售债务证券在一年内到期。

\n 9\n

公允价值计量

公司遵循一致的公允价值计量框架，并在按持续或非持续基础计量的每一主要资产和负债类别中扩展披露。公允价值是退出价格，代表在有序交易中出售资产或结算负债所收到的金额。因此，公允价值是一种基于市场测量的指标，应根据市场参与者为资产或负债定价时所使用的假设来确定。作为考虑此类假设的基础，已建立三级公允价值层级，其中按以下方式对用于计量公允价值的输入进行优先排序：

● 1级- 输入为在活跃市场中与计量日相同资产或负债的未调整报价价格。

● 2级- 输入（不包括1级中包含的报价价格）可通过与计量日及工具预期寿命期间的市场数据的相关性，直接或间接地针对资产或负债进行观察。

● 3级- 输入反映了管理层对市场参与者在计量日为资产或负债定价时所使用的最佳估计。需考虑估值技术和模型输入中固有的风险。

The following table summarizes the fair value of marketable debt securities by level within the fair value hierarchy as of August 31, 2026:

\n\n\n\n\n\n\n

					*August 31, 2026*
					*基于公允价值测量的*
					活跃市场中的报价	其他重大可观察输入项	重大不可观察输入项
	成本	公允价值	*(Level 1)*	*(Level 2)*	*(第三级)*
现金等价物	$	3,309	$	3,309	$	3,309	$	-	$	-
美国国债		999		1,001		-		1,001		-
总计	$	4,308	$	4,310	$	3,309	$	1,001	$	-

下表汇总了截至 2026年8月31日 在公允价值层级各层级按公允价值计量的负债的公允价值：

\n\n\n\n\n\n

				2026年8月31日
				基于公允价值的计量
				活跃市场中的报价			其他重大可观察输入项			重大不可观察输入项
	公允价值		(第一级)			(第二级)			(第三级)
或有对价	$	454		$	-			$	-		$	454
总计	$	454		$	-			$	-		$	454

下表汇总了截至 2025年11月30日 在公允价值层级各层级按公允价值计量的有价债务证券的公允价值：

\n\n\n\n\n\n\n\n

					*2025年11月30日*
					*基于公允价值的计量*
					活跃市场中的报价	其他重大可观察输入项	重大不可观察输入项
	成本	公允价值	*(第一级)*	*(第二级)*	*(第三级)*
现金等价物	$	5,043	$	5,043	$	5,043	$	-	$	-
公司债券		737		748		-		748		-
美国国债		999		1,006		-		1,006		-
总计	$	6,779	$	6,797	$	5,043	$	1,754	$	-

\n 10\n

8.	与 BYRNA LATAM 的交易

在 2024年8月19日，公司与Byrna LATAM签订了独家分销、制造和许可协议（“LATAM许可协议”）。该LATAM许可协议允许Byrna LATAM在某些南美国家独家制造Byrna SD发射器和弹药，并要求Byrna LATAM就制造的Byrna产品向公司支付特许权使用费。在截至 2026年8月31日 的 三个月 和 九个月 内，公司未确认任何特许权使用费收入，且截至 2026年8月31日 的应付总特许权使用费为0.8百万美元。截至 2026年8月31日，公司为来自Byrna LATAM的应付特许权使用费全额计提了预期信用损失准备。在截至 2025年8月31日 的 三个月 和 九个月 内，所获得的特许权使用费分别为0.3百万美元和1.1百万美元。截至 2025年11月30日 的应付金额为1.1百万美元，并包含在经合并的资产负债表中的应收账款中。

在 2023年1月 以及之后不时修订，公司向Byrna LATAM提供了160万美元的贷款。该贷款按年固定利率5%计息。在 2026年4月，公司与Byrna LATAM签订了贷款协议的 第三次 修订，根据该修订，将截至前次还款计划下最后应付款日与 第三次 修订生效日之间期间（“stub period”）的利息不足0.1百万美元资本化到约0.6百万美元的未偿本金余额中，从而重新确定了约0.6百万美元的本金余额。在 2026年6月23日，公司与Byrna LATAM签订了贷款协议的 第四次 修订（“第四次修订”），该修订全面取代了 第三次 修订。根据第四次修订，约0.1百万美元的累计利息被资本化到未偿本金余额中，从而重新确定了约0.7百万美元的本金余额，该余额将连同按年固定利率5%计息，分十四期等额每月支付约0.1百万美元，自 2026年5月20日 开始，至 2027年6月20日 结束。截至 2026年8月31日 和 2025年 的 三个月 和 九个月 内，与贷款应收款相关的利息收入均不足0.1百万美元，并包含在经合并的利润表和综合（损失）收入表中的利息收入中。截至 2026年8月31日 和 2025年11月30日，分别在经合并的资产负债表中的预付费用和其他流动资产中记录了0.6百万美元和1.1百万美元的贷款应收款。

公司于2026年8月31日对来自Byrna LATAM的贷款应收款进行了预期信用损失评估。公司与Byrna LATAM达成一致，短期内，由Byrna LATAM商业发票产生的金额，主要由特许权使用费组成，可能通过公司接受Byrna LATAM生产的库存来结算，库存价值将在收到库存时用于抵消未结发票。由于公司仍在评估将接受的库存，以及任何此类结算的价值和时间尚不确定，公司对商业发票的全部金额计提了预期信用损失准备。该贷款应收款不适用于此安排。Byrna LATAM已承诺根据第四修正案以现金形式偿还贷款，截至2025年11月30日的贷款未偿余额从110万美元降至截至2026年8月31日的60万美元。基于此评估，公司得出结论，截至2026年8月31日，无需对贷款应收款计提预期信用损失准备。公司将继续在每个报告期间评估贷款应收款的可收回性。

广告费用

广告费用在发生时计入费用，并在合并中期利润表和综合（损失）收入表的运营费用中报告，包括用于提升公司产品需求的广告、贸易展览和其他活动的费用。公司分别记录了截至2026年8月31日的三个月和九个月的广告费用约520万美元和1550万美元。公司分别记录了截至2025年8月31日的三个月和九个月的广告费用约400万美元和1190万美元。截至2026年8月31日的三个月和九个月广告费用增加主要反映了全国电视、联网电视和音频广告的增加，以及从2026财年第三季度开始，公司聘请的营销机构的费用。

10.

收入、递延收入和应收账款

产品销售

公司通过面向消费者的电子商务门户产生收入，并通过向经销商、分销商、零售店和私人安保公司等大型终端用户批发分销其产品和配件来产生收入。公司的个人安保发射器和弹丸不是烟酒枪炮及爆炸物管理局（Bureau of Alcohol, Tobacco, Firearms and Explosives）监管的枪支或弹药，且公司不销售用于军事应用的产品。收入在将商品的控制权转移给客户时予以确认，这发生在公司根据其运输条款将商品提供给客户指定的承运人并履行其履约义务时。在这些条款下，即出厂交货（EXW），一旦商品在公司的设施内被拣选、打包并装入承运人的拖车，且订单在公司的 ERP 系统中被标记为已发货，所有权和损失风险即转移给客户。此时，公司拥有即期收款权，客户已获得法律所有权，而承运人——作为客户的代理人——已占有商品。因此，无论承运人何时从公司场所物理移除拖车，收入均在商品装入承运人拖车的日期予以确认。除电子商务客户外，对客户的付款条款通常为 30-60 天，针对老客户。新的批发客户和大型终端用户通常会预付其首批订单。收入在扣除预计退货、折扣和折让后确认。购买的产品包括一项标准 1-年保证类型保修，该保修不可单独购买。此保修允许客户在销售后 1 年内退回有缺陷的产品进行维修或更换。公司还销售一项可单独购买的 3-年延长保修，并作为保证类型保修进行核算。由于第一年的保修覆盖范围包含在内且与所有发射器购买不可分割，因此第三年的延长保修代表了销售后第二年和第三年期间的服务义务。延长保修的账单金额记录为递延收入，并在保修期内按直线法确认。公司根据历史经验及当前情况为预期保修索赔维持准备金。

\n 11\n

在 2025 年第二季度，公司为在 2025 年 5 月 购买的任何发射器提供一项免费的五年延长保修。公司确定了五年保修的单独售价，并根据 ASC 606，使用相对单独售价法将交易价格的一部分分配给这一单独的履约义务。分配金额记录为递延收入，并在五年保修期内按直线法确认。与三年和五年延长保修相关的收入对于截至 2026 年 8 月 31 日 和 2025 的 三个月 和 九个月 期间而言均不重大。

公司向电商客户提供 14 天退款保证，允许在 14 天内全额退还购买价格，不含运费。退货权为交易价格引入了一个可变组成部分。公司使用预期价值法估算退货，因为可能存在一系列潜在结果。截至 2026 年 8 月 31 日 的 三个月 内，基于 14 天退款保证的退货金额不重大。对于通过亚马逊购买的产品，某些 Byrna 产品——包括发射器、CO₂ 管剂、化学刺激弹和胡椒喷雾——被指定为不可退货。其他配件则受亚马逊标准的 30 天退货政策约束。公司使用与直销销售相同的预期价值法来估算亚马逊的预期退货。截至 2026 年 8 月 31 日 和 2025 年的 三个月 和 九个月 的预期与亚马逊相关的退货准备金不重大。

公司向经销商和零售商销售，这些客户没有退款保证，但可能因不可预见的原因要求退货或获得信用，或可能已获得约定的折扣营销津贴、联合广告计划或其他促销激励，这些需从开票金额中抵减。公司根据过往业绩、合同条款及对未来活动的预期，为退货、折扣营销计划和津贴计提准备，并报告扣除估算准备后的净收入。截至 2026 年 8 月 31 日 的 三个月 和 九个月，公司针对退货、折扣、营销计划和津贴的准备金均低于 $0.1 > 百万。截至 2026 年 8 月 31 日 的 三个月 和 九个月，公司针对退货、折扣和津贴的准备金不重大。

与客户合同相关的运输和装卸活动作为履行履约义务的成本进行核算。与将成品分销给客户相关的运输和装卸成本，记录在随附的简明合并经营及全面（亏损）收益表中，并在产品发货时确认。

作为销货成本包括与产品生产和采购相关的费用，如人工和制造费用、到货运费、制造折旧、采购和验收成本以及检验成本。

特许权使用费收入

公司确认与 LATAM 许可协议相关的特许权使用费收入。

特许权使用费收入根据 ASC 606 确认。基于功能知识产权许可的销售特许权使用费，在许可产品制造时确认，前提是金额固定或可确定且回款可能性较大。因此，公司确认特许权使用费收入，当（i）被许可人的制造活动发生，（ii）根据协议特许权金额固定或可确定，且（iii）回款可能性较大时。

During the nine months ended August 31, 2026, the Company recorded a net reversal of previously accrued royalty revenue of $0.3 million, all of which was recorded during the three months ended May 31, 2026. This adjustment resulted from revised reporting received from LATAM related to its royalty obligations. The Company reviewed and reconciled these reports on a month-by-month basis dating back to the inception of the arrangement, resulting in the reversal. This reconciliation reflected updated production and sales information provided by LATAM, which differed from amounts previously reported and used as the basis for the Company's royalty accrual estimates. As a result, the Company determined that royalty revenue had been over-accrued in prior periods and recorded a corresponding reversal during the second fiscal quarter of 2026. The Company will continue to monitor royalty accruals as additional information from LATAM becomes available and will true-up such accruals as necessary in future periods.

应收账款

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 $2.5 million, $10.8 million and $2.6 million as of August 31, 2026, November 30, 2025, and November 30, 2024, respectively. Accounts receivable also includes royalty receivables. The gross amount of royalty receivable included in accounts receivable was $0.8 million, $1.1 million, and not material as of August 31, 2026, November 30, 2025, and November 30, 2024, respectively. The royalty receivable as of August 31, 2026 was fully reserved through the allowance for expected credit losses.

预期信用损失备抵

The Company maintains an allowance for current expected credit losses on trade receivables. Effective December 1, 2025, the Company early adopted ASU 2025‑05 and applied the guidance prospectively. In connection with the adoption, the Company elected the practical expedient that allows entities to assume that economic conditions existing as of the balance sheet date will remain unchanged when estimating expected credit losses on current trade receivables. Under this approach, the Company estimates expected credit losses based on relevant customer‑specific credit risk information and collection patterns without incorporating forward‑looking economic forecasts for these short‑term receivables. Prior to adoption, the Company estimated its allowance for credit losses by considering historical collectability based on past due status, the creditworthiness of customers based on ongoing credit evaluations, 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 will not be recovered.

As of August 31, 2026, November 30, 2025, and November 30, 2024, the total allowance for expected credit losses recorded was $2.1 million, $0.1 million, and $0.3 million, respectively. The increase in the allowance for expected credit losses during the nine months ended August 31, 2026 was primarily due to the Company recording a full reserve against the royalty receivable from Byrna LATAM and against the outstanding receivables of two other customers.

\n 12\n

Deferred Revenue

The balance of deferred revenue, which relate to advance payments, unfulfilled e-commerce orders and amounts to be recognized under extended three-year, five-year, service warranty, was $0.2 million, $0.5 million, and $1.8 million as of August 31, 2026, November 30, 2025, November 30, 2024, respectively.

Changes in deferred revenue for the nine months ended August 31, 2026 and the year ended November 30, 2025 are summarized below (in thousands). The Company recognized warranty revenue totaling less than $0.1 million during each of the three and nine months ended August 31, 2026 and 2025.

\n\n\n\n\n\n\n\n

	*August 31,*			*November 30,*
	*2026*			*2025*
Deferred revenue balance, beginning of period	$	521			$	1,808
Net additions to deferred revenue during the period		32,150				69,351
Reductions in deferred revenue for revenue recognized during the period		(32,467	)			(70,638	)
Deferred revenue balance, end of period		204				521
Less current portion		186				496
Deferred revenue, non-current	$	18			$	25

Revenue Disaggregation

The Company presents disaggregated revenue information by reportable sales channel in accordance with ASC 606-10-50-5, Revenue from Contracts with Customers, which requires disaggregation of revenue into categories that depict how the nature, amount, timing, and uncertainty of revenue and cash flows are affected by economic factors. The categories presented are consistent with the reportable sales channels evaluated by the Chief Operating Decision Maker (see Note 22).

The following table presents disaggregation of the Company’s revenue by market and distribution channel (in thousands):

\n\n\n\n\n\n\n\n

	*Three Months Ended*		*Nine Months Ended*
	*August 31,*		*August 31,*
*Geographical Market*	*2026*		*2025*			*2026*		*2025*
U.S./Mexico	$	14,245		$	25,236		$	57,115	$	74,391
South Africa		—			998			1		1,456
Europe/South America/Asia		381			1,477			1,581		5,656
Canada		670			468			2,036		1,371
Total	$	15,296		$	28,179		$	60,733	$	82,874

\n\n\n\n\n\n\n

	*Three Months Ended*		*Nine Months Ended*
	*August 31,*		*August 31,*
*Distribution channel*	*2026*		*2025*			*2026*		*2025*
Wholesale (dealer/distributors)	$	4,200		$	10,483		$	19,241		$	26,585
E-commerce (direct to consumers)		11,096			17,382			41,546			55,164
Royalties		—			314			(54	)		1,125
Total	$	15,296		$	28,179		$	60,733		$	82,874

The following table presents disaggregation of the Company’s revenue by sales channel (in thousands):

\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n

	*Three Months Ended*		*Nine Months Ended*
	*August 31,*		*August 31,*
*Sales channel*	*2026*		*2025*			*2026*		*2025*
Web (DTC)	$	10,025		$	16,329		$	38,099		$	52,297
Retail Stores (DTC)		483			735			1,813			1,813
International (DTC)		588			318			1,634			1,054
DTC Subtotal	$	11,096		$	17,382		$	41,546		$	55,164

Byrna Dedicated Dealers (Wholesale)		3,541			7,871			16,534			19,631
Law Enforcement / Schools / Pvt Security (Wholesale)		124			66			252			151
International (Wholesale)		535			2,546			2,455			6,803
Wholesale Subtotal	$	4,200		$	10,483		$	19,241		$	26,585

Royalties	$	-		$	314		$	(54	)	$	1,125

Total	$	15,296		$	28,179		$	60,733		$	82,874

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):

\n\n\n\n\n\n

	*Three Months Ended*		*Nine Months Ended*
	*August 31,*		*August 31,*
*Revenue type*	*2026*		*2025*			*2026*		*2025*
Product	$	15,296		$	27,865		$	60,787		$	81,749
Royalties		—			314			(54	)		1,125
Total	$	15,296		$	28,179		$	60,733		$	82,874

11.

INVENTORY

Inventory consists of raw materials, work-in-process, and finished goods, and is stated at the lower of cost or net realizable value. Costs included in inventory consist of materials, direct labor, and manufacturing overhead. The Company imports certain items that are subject to customs duties and tariffs. Import duties and tariffs that are directly attributable to the acquisition of inventory are capitalized as part of the cost of inventory and are subsequently recognized in cost of goods sold as the related inventory is sold. From time to time, the Company may become entitled to refunds of previously paid tariffs as a result of governmental actions, legal proceedings, administrative rulings, or approved refund claims. Consistent with ASC 450-30, Gain Contingencies, the Company does not recognize a tariff refund until the gain is realized or realizable — generally upon receipt of funds, or when a refund claim has been approved and quantified by the applicable governmental authority such that realization is assured. Amounts recognized are recorded as a reduction of the carrying value of inventory to the extent the related inventory remains on hand, or as a reduction of cost of goods sold to the extent the related inventory has already been sold.

During the nine months ended August 31, 2026, the Company received refunds of previously paid tariffs of approximately $3.3 million in cash, which were recorded as a reduction of cost of goods sold in the period received, as all of the related inventory had already been sold. Of this amount, approximately $2.3 million was received and recognized during the three months ended August 31, 2026.

Potential tariff refunds that remain contingent upon future events, unresolved legal or administrative proceedings, or pending governmental approval are not recognized until the applicable recognition criteria have been met. The Company evaluates outstanding refund claims each reporting period and provides disclosure of significant contingencies and subsequent developments, as appropriate.

The Company periodically reviews its inventory for excess, slow-moving, and obsolete items and records a reserve when the carrying value of inventory exceeds its estimated net realizable value. During the nine months ended August 31, 2026, the Company recorded inventory write-downs and reserves totaling $6.0 million, substantially all of which were recorded during the three months ended May 31, 2026, and are included in cost of goods sold in the condensed consolidated statements of operations and comprehensive (loss) income. Of this amount, $3.6 million related to the write-down of raw materials, work-in-process, and finished goods inventory associated with the cessation of ammunition production operations at the Company's Fort Wayne, Indiana facility (see Note 12, Property and Equipment), as such inventory was determined to have limited or no recoverable value following the decision to cease production.

The majority of the remaining $2.4 million related to launcher components that due to a strategic decision, will either not be reworked and therefore scrapped or for which expected future demand and marketability had declined, resulting in an incremental reserve to reduce the carrying value of such inventory to its estimated net realizable value. The remaining reserve balance of $0.3 million was due to the Company's review of inventory aging, turnover rates, and updated demand forecasts, conducted in connection with an evaluation of product line strategy and sales priorities undertaken during the second fiscal quarter of 2026.

The following table summarizes inventory (in thousands):

\n\n\n\n\n\n

	*August 31,*		*November 30,*
	*2026*		*2025*
Raw materials	$	10,704		$	18,736
Work in process		4,149			4,387
Finished goods		15,121			9,571
Total	$	29,974		$	32,694

\n 13\n

12.

PROPERTY AND EQUIPMENT

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

\n\n\n\n\n\n\n\n\n

	*August 31,*		*November 30,*
	*2026*		*2025*
Computer equipment and software	$	886		$	886
Furniture and fixtures		1,183			820
Leasehold improvements		1,738			1,931
Machinery and equipment		5,667			8,307
		9,474			11,944
Less: accumulated depreciation and amortization		5,605			4,218
Total	$	3,869		$	7,726

The Company recognized $1.6 million and $1.4 million in depreciation expense during the nine months ended August 31, 2026 and 2025, respectively. The Company recognized $0.4 million and $0.6 million in depreciation expense during the three months ended August 31, 2026 and 2025, respectively. Depreciation expense is presented in the operating expenses and within cost of goods sold in the accompanying Condensed Consolidated Statements of Operations and Comprehensive (Loss) Income.

During the second fiscal quarter of 2026, the Company committed to a plan to permanently cease in-house ammunition production operations at its Fort Wayne, Indiana facility. Going forward, ammunition will be sourced from a third-party contract manufacturer. In connection with this decision, the Company performed an impairment assessment of the long-lived assets associated with the ammunition production function under ASC 360, Property, Plant, and Equipment.

The ammunition production machinery, equipment, and production-specific leasehold improvements were determined to constitute an abandoned asset group, as these assets have no alternative use within the Company's remaining operations. The fair value of the production equipment was determined to approximate zero, as expected scrap and salvage proceeds were not material after considering costs to dismantle and remove the equipment. Accordingly, the Company recognized a total impairment loss of approximately $3.5 million during the three months ended May 31, 2026, comprised of $3.5 million related to the write-off of ammunition production machinery and equipment and less than $0.1 million related to the write-off of production-specific leasehold improvements. The impairment loss is included in cost of goods sold in the accompanying Condensed Consolidated Statements of Operations and Comprehensive (Loss) Income.

In addition, during the three months ended May 31, 2026, the Company wrote off approximately $1.0 million of deposits for equipment associated with the Fort Wayne ammunition production facility. These assets had not yet been placed in service at the time the decision to cease production was made and therefore have no recoverable value. The write-off is reflected in operating expenses in the accompanying Condensed Consolidated Statements of Operations and Comprehensive (Loss) Income.

At August 31, 2026 and November 30, 2025, the Company had deposits of $0.2 million and $1.5 million, respectively, with vendors primarily for supply of machinery (molds) and equipment where the vendors have not completed the supply of these assets and is presented as Deposits for equipment in the Condensed Consolidated Balance Sheets.

13.

INTANGIBLE ASSETS

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

\n\n\n\n\n\n\n\n

				*Balance at August 31, 2026*			*Balance at November 30, 2025*
	*Estimated Useful Lives in Years*		*Gross Carrying Amount*			*Accumulated Amortization*			*Net Carrying Amount*		*Gross Carrying Amount*		*Accumulated Amortization*			*Net Carrying Amount*
Patents		10-17		$	4,864			$	(1,427	)	$	3,437		$	3,955		$	(1,234	)	$	2,721
Trademarks	Indefinite			360				—			360			360			—			360
Trademarks		1			143				—			143			—			—			—
Customer List		2			70				(70	)		—			70			(70	)		—
Federal Firearms License		3			6				(2	)		4			6			(1	)		5
Total				$	5,443			$	(1,499	)	$	3,944		$	4,391		$	(1,305	)	$	3,086

The Company's trademarks, other than those acquired in the Hero Acquisition, have an indefinite life and are assessed annually for impairment. The trademarks acquired in the Hero Acquisition (see Note 6, Goodwill) are finite-lived and will be amortized over a one-year useful life beginning in September 2026, reflecting the Company's plan to phase out the acquired trade names in connection with a planned product relaunch in fiscal 2027. All other intangible assets are finite-lived.

Intangible assets amortization expenses are recorded within operating expenses in the accompanying Condensed Consolidated Statements of Operations and Comprehensive (Loss) Income. Total intangible assets amortization expense for the nine months ended August 31, 2026 and 2025 was $0.2 million in each period. Total intangible assets amortization expense for the three months ended August 31, 2026 and 2025 was less than $0.1 million in each period.

Estimated future amortization expense related to intangible assets as of August 31, 2026 are as follows (in thousands):

\n\n\n\n\n\n\n\n\n\n

*Fiscal Year Ending November 30,*
2026 (remaining three months)	$	123
2027		458
2028		351
2029		350
2030		350
Thereafter		1,952
Total estimated future amortization expense	$	3,584
Indefinite-lived intangible assets (not amortized)		360
Total intangible assets, net	$	3,944

\n 14\n

14.

ACCOUNTS PAYABLE AND ACCRUED LIABILITIES

The Company’s accounts payable and accrued liabilities consist of the following (in thousands):

\n\n\n\n\n\n\n\n

	*August 31,*		*November 30,*
	*2026*		*2025*
Trade payables	$	5,292		$	10,082
Accrued sales, use and income tax		247			648
Accrued personnel costs		939			4,696
Accrued professional fees		466			153
Other accrued liabilities		430			285
Total	$	7,374		$	15,864

15.

STOCKHOLDERS' EQUITY

Stock Buyback Program

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 Company's Stock Buyback Plan is intended to return capital to shareholders and to minimize the dilutive impact of stock options and other share-based awards. The Stock Buyback Program was approved to expire on the sooner of the two-year anniversary of its initiation or until the Company reaches the aggregate limit of $10 million for the repurchases under the program. The Stock Buyback Program expired by its terms on July 31, 2026. The repurchased shares are recorded as part of treasury stock and are accounted for under the cost method. In the nine months ended August 31, 2026, the Company repurchased 58,905 shares of common stock for $1.0 million. No shares were repurchased during the three months ended August 31, 2026. As of August 31, 2026, 0.5 million shares of common stock have been repurchased for $5.8 million.

\n\n\n\n

	*Number of Shares*		*Cost of Shares*			*Average Cost per Share*
Shares purchased - December 2025		27,388		$	453,035		$	16.5
Shares purchased - January 2026		31,517			499,996			15.9
Total		58,905		$	953,031		$	16.2

\n 15\n

16.

STOCK-BASED COMPENSATION

2020 Plan

In 2020, 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 the 2020 Plan is 2,500,000. In 2022, 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 the 2020 Plan by 1,300,000 shares to a total of 3,800,000 shares. The 2020 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 may be granted. Persons eligible to receive awards under the 2020 Plan are employees, officers, directors, consultants, advisors and other individual service providers of the Company. Awards are at the discretion of the Compensation Committee.

The Company accounts for all stock-based payment awards granted to employees and non-employees as stock-based compensation expense at their grant date fair value. The Company’s stock-based payments include stock options, RSUs, and incentive warrants. 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 non-employee awards is generally the date the services were completed, resulting in financial reporting period adjustments to stock-based compensation during either the expected term or the contractual term. Stock-based compensation costs for non-employees are recognized as expense over the vesting period on a straight-line basis. Forfeitures are accounted for as they occur.

The fair value of each grant is estimated on the date of grant by using either the Black-Scholes, Binomial Lattice, or the quoted stock price on the date of grant, unless the awards are subject to market conditions in which case the Company uses the Monte Carlo simulation model. Due to the Company’s limited history, the expected term of the Company’s stock options granted to employees has been determined utilizing the method as prescribed by the SEC’s Staff Accounting Bulletin, Topic 14. The risk-free interest rate is determined by reference to the U.S. Treasury yield curve in effect at the time of grant of the award for time periods approximately equal to the expected term of the award. Expected dividend yield is based on the fact that the Company has never paid cash dividends on Common Stock and does not expect to pay any cash dividends in the foreseeable future.

Stock-Based Compensation Expense

Stock-based compensation costs are recognized as expense over the employee's requisite service period, on a straight-line basis. Total stock-based compensation expense was $0.6 million and $0.7 million for the three months ended August 31, 2026 and 2025, respectively, and $2.0 million and $2.3 million for the nine months ended August 31, 2026 and 2025, respectively. Total stock-based compensation expense was recorded in Operating expenses in the accompanying Condensed Consolidated Statements of Operations and Comprehensive (Loss) Income.

Restricted Stock Units

During the nine months ended August 31, 2026, the Company granted performance-based restricted stock units (\"PSUs\") to certain employees. The number of PSUs that may ultimately vest is contingent upon the achievement of specified GAAP revenue targets for the fiscal year 2027 performance period ( December 1, 2026 through November 30, 2027), as well as the participant's continued employment through November 30, 2028. The actual number of shares that may be 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, 2028, 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 three months ended August 31, 2026, the Company granted 69,007 time-based RSUs. During the nine months ended August 31, 2026, the Company granted 431,368 RSUs, consisting of 269,271 time-based RSUs, 132,297 performance-based RSUs, and 29,800 market-based PSUs (described below). Stock-based compensation expense for the RSUs for the three and nine months ended August 31, 2026 was $0.6 million and $1.8 million, respectively.

In connection with the appointment of the Company's Chief Executive Officer (\"CEO\") effective March 2, 2026, the Company also granted a separate new-hire performance-based equity award consisting of PSUs with a grant-date value of $250,000. This award vests in full, if at all, on the two-year anniversary of the grant date, subject to the achievement of a market-based performance condition requiring that the volume-weighted average price (\"VWAP\") of the Company's common stock over the final 90 days of the two-year performance period equals or exceeds 156% of the closing stock price on the grant date, and subject to the CEO's continued employment through the vesting date. If the market condition is not satisfied on the vesting date, the award will be forfeited in its entirety with no partial vesting. Because this award is subject to a market condition, compensation expense is recognized on a straight-line basis over the requisite service period regardless of whether the market condition is ultimately achieved.

In connection with the promotion of the Company's then-President effective March 17, 2026, the Company granted a promotion retention equity award consisting of 20,810 RSUs in the aggregate, comprised of 10,405 time-based RSUs and 10,405 PSUs. The PSU portion of this award cliff vests on the one-year anniversary of the grant date, subject to the achievement of a market-based performance condition requiring that the VWAP of the Company's common stock over the final 90 days of the one-year performance period equals or exceeds 125% of the closing stock price on March 16, 2026, and subject to the President's continued employment through the vesting date. If the performance condition is not satisfied on the vesting date, the PSUs will be forfeited in their entirety with no partial vesting. Because this award is subject to a market condition, compensation expense was recognized on a straight-line basis over the requisite service period regardless of whether the market condition is ultimately achieved. On June 13, 2026, Mr. Pham separated from the Company. In accordance with the terms of the award agreements, the termination of Mr. Pham's employment without Cause within twelve months of the grant date resulted in the full acceleration of all 20,810 RSUs comprising this award, with all vesting conditions, including the market-based performance condition, deemed satisfied as of the separation date. Settlement of these units is subject to a six-month delay required under Section 409A of the Internal Revenue Code. All other unvested equity awards held by Mr. Pham were forfeited as of the separation date, including 7,990 PSUs and approximately 5,327 unvested time-based RSUs granted May 2, 2025. In connection with the separation, the Company also agreed to provide Mr. Pham with cash severance equal to one times his annual base salary of $380,000, payable over twelve months, reimbursement of COBRA premiums for up to twelve months, and a pro-rata short-term incentive payment of $145,170, in each case subject to the terms of the separation agreement.

The grant-date fair value of PSU awards subject to market conditions was determined using a Monte Carlo simulation model, as the market-based vesting conditions preclude the use of a standard option pricing model. The Monte Carlo simulation estimates the probability of satisfying the market condition by simulating future stock price paths using Geometric Brownian Motion over the requisite performance period. For the CEO new-hire PSU award granted March 2, 2026, the following assumptions were used: a grant-date stock price of $12.89, a VWAP threshold of 156% of the grant-date stock price, a performance period of 2.0 years, a risk-free interest rate of 3.44%, expected volatility of 80.0%, and an expected dividend yield of 0.0%, resulting in a grant-date fair value of approximately $7.69 per unit. Expected volatility was based on the Company's historical equity volatility over a lookback period commensurate with the remaining term to the vesting date. The risk-free interest rate was based on the interpolated continuous U.S. Treasury yield commensurate with the remaining term to the vesting date as of the grant date. The Company does not currently pay dividends and does not anticipate paying dividends during the performance period.

\n 16\n

As of August 31, 2026, there was $3.1 million of unrecognized stock-based compensation cost related to unvested RSUs which is expected to be recognized over a weighted average of 2.1 years.

No PSUs were granted during the three months ended August 31, 2026. The weighted average grant-date fair value of PSUs granted during the nine months ended August 31, 2026 was $10.09 per unit. The weighted average grant-date fair value of RSUs granted during the three and nine months ended August 31, 2026 was $4.01 and $6.56 per unit, respectively

The following table summarizes the RSU activity during the nine months ended August 31, 2026:

\n\n\n\n\n\n

	*RSUs*
Unvested and outstanding as of November 30, 2025		867,137
Granted		431,368
Settled		(696,854	)
Forfeited		(112,969	)
Unvested and outstanding at August 31, 2026		488,682

Of the 696,854 RSUs that were settled during the nine months ended August 31, 2026, 15,910 units were withheld by the Company in exchange for the Company paying for the payroll withholding taxes. For the nine months ended August 31, 2026, RSUs of 680,944, net, were issued in connection with the settlement of RSUs. Beginning in the second quarter of fiscal year 2026, executive officers are required to satisfy tax withholding obligations upon RSU settlement in cash rather than through share withholding. RSUs outstanding as of August 31, 2026, include 33,473 units that had vested but had not yet been settled, consisting of 23,473 units held by the Company's former President, of which 20,810 units will be settled following the six-month delay required under Section 409A of the Internal Revenue Code, and 10,000 market-based units that vested on August 31, 2026.

Stock Options

The Company recorded stock-based compensation expense for options granted to its employees and directors of $0.2 million and $0.9 million during the nine months ended August 31, 2026 and 2025, respectively, and less than $0.1 million and $0.2 million for the three months ended August 31, 2026 and 2025, respectively. As of August 31, 2026, there was $0.1 million of unrecognized stock-based compensation cost related to unvested stock options which is expected to be recognized over a weighted average period of 0.4 years.

The following table summarizes option activity under the 2020 Plan during the nine months ended August 31, 2026:

\n\n\n\n\n\n\n\n\n\n

					*Weighted-Average*
	*Stock*			*Exercise Price Per Stock*
	*Options*			*Option*
Outstanding, November 30, 2025		1,087,585			$	8.96
Granted		—				—
Exercised		—				—
Expired		—				—
Forfeited		(24,750	)			9.23
Outstanding, August 31, 2026		1,062,835			$	8.95
Exercisable, August 31, 2026		1,026,085			$	9.08

\n 17\n

17.

(LOSS) EARNINGS PER SHARE

For the three and nine months ended August 31, 2026, the Company recorded a net loss and, as such, diluted loss per share is the same as basic loss per share, as the inclusion of any potentially dilutive securities would be antidilutive. Stock options, RSUs, and PSUs that could potentially dilute basic earnings per share (\"EPS\") in the future were excluded from the computation of diluted loss per share because their effect would be antidilutive. RSUs excluded from the computation of diluted loss per share for the three and nine months ended August 31, 2026 include 92,935 PSUs subject to performance conditions and 19,395 PSUs subject to market conditions, which are contingently issuable upon the satisfaction of conditions that had not been satisfied as of August 31, 2026. For the three and nine months ended August 31, 2025, the Company recorded net income and, as such, used diluted weighted-average common shares outstanding when calculating diluted income per share for the three and nine months ended August 31, 2025. Stock options and RSUs that could potentially dilute basic earnings per share (“EPS”) in the future are included in the computation of diluted income per share.

\n\n\n\n\n\n\n\n\n

	*For the Three Months Ended*			*For the Nine Months Ended*
	*August 31,*			*August 31,*
	*2026*			*2025*			*2026*		*2025*
Net (loss) income	$	(2,911	)		$	2,235		$	(12,198	)	$	6,324

Weighted-average number of shares used in computing net (loss) income per share, basic		22,981,181				22,691,574			22,779,451			22,649,525
Net (loss) income per share - basic	$	(0.13	)		$	0.10		$	(0.54	)	$	0.28
Weighted-average number of shares used in computing net (loss) income per share, diluted		22,981,181				24,103,760			22,779,451			24,147,430
Net (loss) income per share - diluted	$	(0.13	)		$	0.09		$	(0.54	)	$	0.26

The following table reconciles the weighted-average common shares outstanding used in the calculation of basic EPS to the weighted-average common shares outstanding used in the calculation of diluted EPS for the three and nine months ended August 31, 2025:

\n\n\n\n\n\n\n\n

	*For the Three Months Ended*		*For the Nine Months Ended*
	*August 31,*		*August 31,*
	*2025*		*2025*
Weighted-average common shares outstanding- basic		22,691,574		22,649,525
Assumed conversion of:
Dilutive stock options		679,720		657,234
Dilutive RSUs		732,466		840,671
Weighted-average common share outstanding- diluted		24,103,760		24,147,430

The following potential common shares, presented based on amounts outstanding at each period end, were excluded from the calculation of diluted net (loss) income per share for the periods indicated because including them would have had an anti-dilutive effect:

\n\n\n\n\n\n

	*For the Three Months Ended*		*For the Nine Months Ended*
	*August 31,*		*August 31,*
	*2026*		*2025*		*2026*	*2025*
Options		1,062,835		—		1,062,835	-
RSUs		488,682		20,919		488,682	41,944
Total		1,551,517		20,919		1,551,517	41,944

18.

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 subleased office premises at its Massachusetts headquarters to a corporation owned and controlled by the former CEO of the Company from July 1, 2020 through April 30, 2026, at which point the sublease terminated. Sublease income recognized was a nominal amount for the nine months ended August 31, 2026 and for the three and nine months ended August 31, 2025. No sublease income was recognized for the three months ended August 31, 2026.

\n 18\n

19.

LEASES

Operating Leases

The Company has operating leases for real estate in the United States and does not have any finance leases.

In 2019, 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 extend the term of the existing space by one year. The new lease expiration date is February 29, 2028.

The Company leased an office and warehouse space in South Africa. The lease, which was originally set to expire in December 2024, was extended to December 2025 and not renewed.

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 for five years, commencing on July 15, 2024 and expiring on July 14, 2029.

The Company also leases office space in Las Vegas, Nevada, which expires on January 31, 2027. Commencing in April 2025, the Company entered into another operating lease for office space located in Las Vegas, Nevada. The lease term is for three years, commencing on April 1, 2025 and expiring on April 30, 2028.

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 for five years, commencing on August 22, 2024 and expiring on August 21, 2029.

Commencing in August 2024, the Company entered into an operating lease for retail office space located in Scottsdale, Arizona. The lease term was for eight years, commencing on August 27, 2024 and was originally scheduled to expire on July 31, 2032. On July 6, 2026, the Company entered into a Sublease Termination and Mutual Release Agreement with the landlord, pursuant to which the landlord agreed to pay the Company a termination payment of $0.3 million and return the Company's security deposit of less than $0.1 million in exchange for the Company's early termination of the lease and surrender of the premises, which occurred on August 15, 2026. The termination payment and security deposit were received in cash during the three months ended August 31, 2026. Upon termination, the Company derecognized the related right-of-use asset of $0.5 million and operating lease liability of $0.6 million and wrote off leasehold improvements and other property and equipment associated with the Scottsdale retail location with a net book value of $0.3 million. The resulting net gain of $0.2 million is included in operating expenses in the condensed consolidated statements of operations and comprehensive (loss) income for the three and nine months ended August 31, 2026.

Commencing in November 2024, the Company entered into a new operating lease for retail office space located in Franklin, Tennessee. The lease term is for five and a half years, commencing on November 1, 2024 and expiring on April 30, 2030.

Commencing in October 2025, the Company assumed two operating leases for retail suites located in Santa Clarita, California, each with a two-year term expiring on September 14, 2027. The Company had subleased both suites to a third-party dealer. In May 2026, the subtenant notified the Company of its intent to exit the subleased premises, and the sublease terminated effective June 30, 2026. As a result of the sublease termination, the Company recognized an immaterial impairment loss on the associated right-of-use assets during the nine months ended August 31, 2026. The Company remains the primary obligor under the head leases and will bear the remaining lease obligations through September 2027.

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 to not exercise.

\n 19\n

For the three and nine months ended August 31, 2026 and 2025, the elements of lease expense were as follows (in thousands):

\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n

	*Three Months Ended*			*Three Months Ended*			*Nine Months Ended*		*Nine Months Ended*
	*August 31, 2026*			*August 31, 2025*			*August 31, 2026*		*August 31, 2025*
Lease Cost:
Operating lease cost	$	197			$	195		$	612		$	565
Short-term lease cost		21				21			97			60
Variable lease cost		47				-			147			-
Total lease cost	$	265			$	216		$	856		$	625

Other Information:
Cash paid for amounts included in the measurement of operating lease liabilities	$	191			$	155		$	548		$	395
Operating lease liabilities arising from obtaining right-of-use assets	$	—			$	—		$	58		$	178

Operating Leases:
Weighted-average remaining lease term (in years)		2.1				4.1			2.1			4.1
Weighted-average discount rate		8.0	%			7.9	%		8.0	%		7.9	%

Future lease payments under non-cancelable operating leases as of August 31, 2026 are as follows (in thousands):

\n\n\n\n\n\n\n\n\n\n\n\n

Fiscal Year Ending November 30,
2026 (three months)	$	201
2027		674
2028		284
2029		150
2030		30
Thereafter		—
Total lease payments		1,339
Less: imputed interest		102
Present value of operating lease liabilities	$	1,237
Operating lease liabilities, current	$	705
Operating lease liabilities, non-current	$	532

\n 20\n

20.

INCOME TAXES

For the three months ended August 31, 2026, the Company did not record a material income tax provision or benefit. For the three months ended August 31, 2025, the Company recorded $0.6 million of income tax expense. For the three months ended August 31, 2026 and 2025, the effective tax rate was 0.0% and 21.9%, respectively. For the nine months ended August 31, 2026, the Company recorded $2.7 million of income tax benefit. For the nine months ended August 31, 2025, the Company recorded $1.7 million of income tax expense. For the nine months ended August 31, 2026 and 2025, the effective tax rate was 17.9% and 20.9%, respectively.

The Company records income taxes for interim periods by applying its estimated annual effective tax rate to year-to-date ordinary income (loss), adjusted for discrete items, in accordance with ASC 740-270, Income Taxes—Interim Reporting. Jurisdictions with ordinary losses for which no tax benefit can be recognized, including the Company's South Africa subsidiary, are excluded from the estimated annual effective tax rate. The income tax benefit for the nine months ended August 31, 2026 was recognized substantially during the three months ended May 31, 2026. The year-to-date income tax benefit computed as of August 31, 2026, based on the Company's updated full-year forecast, was substantially unchanged from the benefit recognized through May 31, 2026, primarily due to a lower estimated annual effective tax rate for the Company's U.S. and Canadian operations, which decreased from approximately 23% as of May 31, 2026 to approximately 20% as of August 31, 2026 based on the Company's updated full-year forecast. The estimated annual effective tax rate includes both federal and state income taxes; however, no current state income tax benefit was recognized for the three months ended August 31, 2026, given the Company's forecasted state taxable loss for the year. As a result, the Company did not recognize a material income tax benefit on its pre-tax loss for the three months ended August 31, 2026, resulting in an effective tax rate of 0.0%. The decrease in the Company's net deferred tax asset from $7.4 million as of May 31, 2026 to $6.9 million as of August 31, 2026 reflects a reclassification of $0.5 million between deferred tax assets and income taxes payable in connection with the Company's third quarter income tax provision, which had no effect on income tax expense.

The Company’s effective tax rate differs from the statutory federal rate of 21.0% primarily due to the effects of state income taxes net of the federal benefit, foreign tax rate differentials related to the Company’s South Africa operations, permanent non-deductible expenses, changes in the valuation allowance on deferred tax assets, discrete items related to share-based compensation, and other items.

The Company evaluates the realizability of its deferred tax assets each reporting period by assessing all available positive and negative evidence, including cumulative results in recent years, projected future taxable income, the expected reversal of existing taxable temporary differences, and available tax planning strategies. As of August 31, 2026, notwithstanding its year-to-date pre-tax loss, the Company remains in a cumulative three-year pre-tax income position in the United States and continues to conclude that it is more likely than not that its U.S. deferred tax assets will be realized, other than the deferred tax asset related to a capital loss carryforward against which a valuation allowance was previously established. During the three months ended August 31, 2026, as a result of the year-to-date pre-tax loss and the change in Massachusetts to single sales factor apportionment, the Company established a valuation allowance of $0.2 million, net of federal benefit, against the portion of its deferred tax asset for Massachusetts research and development tax credits that is not expected to be utilized before expiration. The Company continues to maintain a full valuation allowance against the deferred tax assets of its South Africa subsidiary. If the Company's U.S. operations continue to generate pre-tax losses such that the Company enters a cumulative three-year loss position, the Company may be required to establish a valuation allowance against some or all of its U.S. deferred tax assets, which could have a material adverse effect on its results of operations.

21.

COMMITMENTS AND CONTINGENCIES

Legal Proceedings

In the ordinary course of our business, the Company may be involved in various legal actions and claims, including but not limited to product liability, consumer, commercial, tax, and governmental matters, which may arise from time to time. The Company is currently a party to a number of legal proceedings. In the opinion of management, it is not reasonably possible that the Company will incur a material loss with respect to loss contingencies for asserted legal and other claims. While the Company does not anticipate any adverse outcomes from these proceedings, legal actions inherently carry uncertainties, and an unfavorable ruling could result in monetary damages that may impact the Company’s business, financial position, results of operations, or cash flows. Although the Company maintains specific insurance coverage for certain risks, it may still face judgments or need to settle claims in the future that could have potential material adverse effects on its business, financial condition, or results of operations.

Regulatory Matters

In September 2026, the Company determined that certain of its Fox Labs branded oleoresin capsicum defense sprays are formulated by the Company's third-party contract filler with trichloroethylene, a solvent whose processing and distribution for consumer use is prohibited under a rule issued by the U.S. Environmental Protection Agency (\"EPA\") under the Toxic Substances Control Act. The Company has suspended shipments of the affected products, has instructed its dealers and distributors to suspend sales of them, and expects to reformulate the affected products. Additionally, on October 6, 2026, the Company voluntarily disclosed the matter to the EPA under the EPA's Audit Policy, and also intends to separately file a report with the Consumer Product Safety Commission (the “CPSC”). The carrying value of finished goods inventory of the affected Fox Labs products as of August 31, 2026 was approximately $0.2 million. Because the regulatory prohibition was in effect as of August 31, 2026, the Company evaluated the net realizable value of the affected inventory as of that date and has recorded an appropriate inventory reserve for the affected inventory. The Company may be subject to civil penalties from this event, and may incur costs to reformulate, relabel or replace products. The Company is not able to estimate the amount or range of any loss that may result from these matters at this time, and no accrual has been recorded. See Note 25, Subsequent Events.

22.

SEGMENT AND GEOGRAPHICAL DISCLOSURES

Beginning with its Annual Report on Form 10-K for the year ended November 30, 2025, the Company manages and reports its operations through two reportable channels: (1) Direct to Consumer (“DTC”) – includes sales through the Company’s e commerce website, Amazon storefronts, and Company operated retail stores, and (2) Wholesale (\"dealer/distributor\") – includes sales to distributors, law enforcement agencies, retailers, and international distributors. Prior to that time, including in its Quarterly Report on Form 10-Q for the quarter ended August 31, 2025, the Company reported a single operating and reportable segment. The prior-year reportable sales channel information presented below has been recast to conform to the current presentation and was not previously reported in this form.

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 items not 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 does not report segment assets or segment liabilities

The tables below (in thousands) summarize, by geographic region, the Company’s revenue for the three and nine months ended August 31, 2026 and 2025, respectively, and long-lived assets and total assets as of August 31, 2026 and November 30, 2025, respectively. The Company’s long-lived assets consist of intangible assets, property and equipment, right of use assets, and deposits for equipment:

\n\n\n\n

Revenue:
Three Months Ended	*U.S./Mexico*		*South Africa*			*Europe/South America/Asia*		*Canada*	*Total*
August 31, 2026	$	14,245		$	—		$	381	$	670	$	15,296
August 31, 2025	$	25,236		$	998		$	1,477	$	468	$	28,179

\n 21\n

\n\n\n

Nine Months Ended	*U.S./Mexico*		*South Africa*			*Europe/South America/Asia*		*Canada*	*Total*
August 31, 2026	$	57,115		$	1		$	1,581	$	2,036	$	60,733
August 31, 2025	$	74,391		$	1,456		$	5,656	$	1,371	$	82,874

\n\n\n

Long-lived assets	US		South Africa			Total
August 31, 2026	$	9,109		$	—		$	9,109
November 30, 2025	$	14,256		$	93		$	14,349

\n\n\n

Total Assets	US		South Africa			Canada		Total
August 31, 2026	$	62,893		$	1,399		$	291	$	64,583
November 30, 2025	$	80,160		$	3,990		$	338	$	84,488

Wholesale revenue presented in the reportable sales channel tables below includes royalty revenue, which is presented separately as Royalties in the revenue disaggregation tables in Note 10.

The table below (in thousands) summarizes the Company’s revenue by reportable sales channel for the three and nine months ended August 31, 2026:

\n\n\n\n\n\n\n\n\n\n\n\n\n

	Three Months Ended
	August 31, 2026

	*DTC*			*Wholesale*			*Total*
Revenue	$	11,096			$	4,200		$	15,296
COS		2,041				1,101			3,142
Gross Margin	$	9,055			$	3,099		$	12,154
Gross Margin %		81.6	%			73.8	%		79.5	%

Operating Expenses								$	15,084

Loss from operations								$	(2,930	)
Operating Margin %									-19.2	%

\n\n\n\n\n\n\n\n\n\n\n\n\n

	Nine Months Ended
	August 31, 2026

	*DTC*			*Wholesale*			*Total*
Revenue	$	41,546			$	19,187		$	60,733
COS		17,394				12,000			29,394
Gross Margin	$	24,152			$	7,187		$	31,339
Gross Margin %		58.1	%			37.5	%		51.6	%

Operating Expenses								$	46,186

Loss from operations								$	(14,847	)
Operating Margin %									-24.4	%

The tables below (in thousands) summarize the Company’s revenue by reportable sales channel for the three and nine months ended August 31, 2025:

\n\n\n\n\n\n\n\n\n\n\n\n\n

	Three Months Ended
	August 31, 2025

	*DTC*			*Wholesale*			*Total*
Revenue	$	17,382			$	10,797		$	28,179
COS		5,877				5,380			11,257
Gross Margin	$	11,505			$	5,417		$	16,922
Gross Margin %		66.2	%			50.2	%		60.1	%

Operating Expenses								$	14,059

Profit from operations								$	2,863
Operating Margin %									10.2	%

\n\n\n\n\n\n\n\n\n\n\n\n\n

	Nine Months Ended
	August 31, 2025

	*DTC*			*Wholesale*			*Total*
Revenue	$	55,164			$	27,710		$	82,874
COS		18,820				13,644			32,464
Gross Margin	$	36,344			$	14,066		$	50,410
Gross Margin %		65.9	%			50.8	%		60.8	%

Operating Expenses								$	42,525

Profit from operations								$	7,885
Operating Margin %									9.5	%

\n 22\n

23.

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.

Currency Risk

The Company held cash balances with banks in the United States denominated in U.S. dollars and with banks in South Africa denominated in U.S. dollars and South African rand, and with banks in Canada denominated in Canadian dollars. The South African rand and the Canadian dollar may fluctuate against the U.S. dollar based on changes in economic conditions.

During the nine months ended August 31, 2026, in comparison to the prior year period, the U.S. dollar on average was stronger in relation to the South African rand, and upon the translation of the Company’s subsidiaries’ assets, liabilities, and certain operating expenses denominated in South African rand. The Company recorded a translation adjustment gain of approximately $0.3 million and a translation adjustment gain of less than $0.1 million related to the South African rand during the nine months ended August 31, 2026 and 2025, respectively. The translation adjustment related to the Company’s Canadian subsidiary, which was established in 2025, was immaterial for the period.

The Company’s South African subsidiary incurs operating costs denominated in South African rand. Consequently, fluctuations in the U.S. 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 U.S. dollars. The Company is not using any forward or option contracts to fix the foreign exchange rates. Using a 10% fluctuation in the U.S. exchange rate, the impact on the (loss) income and stockholders’ equity is not 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 may increase the volatility of reported sales, cost of goods sold, operating costs, and net earnings when translated into U.S. dollars. The Company does not 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 is not material.

ii)

Credit Risk

Credit risk is the risk that one 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 debt 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 August 31, 2026, three of the Company's customers accounted for approximately 42% of total accounts receivable. As of November 30, 2025, two of the Company's customers accounted for approximately 47% of total accounts receivable.

The Company loaned $1.6 million to Byrna LATAM in January 2023 (see Note 8). As described in Note 8, the Company recorded a full allowance for expected credit losses against the royalty receivable from Byrna LATAM as of August 31, 2026, and separately evaluated the loan receivable from Byrna LATAM for expected credit losses based on Byrna LATAM's payment history under the amended repayment schedule and other available information regarding its financial condition. The Company reviews these factors quarterly.

The Company’s marketable debt securities consist of U.S. Treasury Securities. The Company’s investment policy limits the amounts the Company may invest in any one type of investment and requires all investments held by the Company to be at least AA-/Aa3 rated, thereby reducing credit risk exposure.

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24.

CREDIT FACILITY

On February 3, 2026, the Company entered into a credit agreement with Texas Capital Bank (the “Credit Agreement”). The Credit Agreement provides for a total committed credit facility of $20.0 million, consisting of (i) a $5.0 million revolving line of credit and (ii) a $15.0 million delayed draw term loan. The Credit Agreement has a five‑year term and matures on February 3, 2031. Borrowings under the Credit Agreement bear interest at Term SOFR plus a margin ranging from 2.50% to 2.75%, depending on certain financial ratios. The Credit Agreement is secured by substantially all of the Company’s assets.

The revolving line of credit is available for general corporate purposes, including working capital, subject to customary borrowing conditions. The delayed draw term loan is available during a 24‑month availability period beginning February 4, 2026, subject to satisfaction of certain conditions precedent at the time of each borrowing, including the absence of an event of default, compliance with applicable financial covenants on a pro forma basis, and restrictions limiting the use of proceeds to permitted acquisitions. Amounts borrowed under the delayed draw term loan may not be reborrowed once repaid.

The Credit Agreement contains two financial covenants, tested quarterly regardless of amounts outstanding: (i) a maximum Leverage Ratio (total debt to EBITDA) of 1.50 to 1.00 (which may increase to 1.75 to 1.00 for a limited period following certain permitted acquisitions), and (ii) a minimum Fixed Charge Coverage Ratio of 1.25 to 1.00. The Credit Agreement also contains customary affirmative and negative covenants, including restrictions on the incurrence of additional indebtedness, liens, mergers, restricted payments, investments, and dispositions of assets, subject to customary exceptions and baskets, as well as events of default customary for financings of this type, including a default triggered by the lender's determination that a material adverse effect has occurred with respect to the Company's business, operations, or financial condition. As of August 31, 2026, the Company had no borrowings outstanding under the Credit Agreement and was in compliance with all applicable covenants.

In connection with the Credit Agreement, the Company incurred debt issuance costs, which were immaterial to the condensed consolidated financial statements. The portion of debt issuance costs expected to be amortized over the next twelve months is included in Prepaid assets and other current assets, with the remaining balance included in Other assets on the condensed consolidated balance sheet.

As of August 31, 2026, the Company had $5.0 million available under the revolving line of credit and $15.0 million of committed delayed draw term loan capacity during the availability period, subject to the conditions and restrictions described above.

25.

Subsequent Events

Subsequent to August 31, 2026, the Company identified the regulatory matter relating to its chemical irritant defense spray products described in Note 21, Commitments and Contingencies, suspended shipments of the affected Fox Labs products, instructed its dealers and distributors to suspend sales of them, and on October 6, 2026, the Company voluntarily disclosed the matter to the EPA. The Company also intends to file a voluntary disclosure report with the CPSC. The Company has evaluated the effect of this matter on the condensed consolidated financial statements as of and for the periods ended August 31, 2026 as described in Note 21.

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ITEM 2.

Management’s Discussion and Analysis of Financial Condition and Results of Operations

References in this quarterly report on Form 10-Q (the “Quarterly Report”) to “we,” “us” or the “Company” refer to Byrna Technologies Inc. References to our “management” or our “management team” refer to our officers and directors. The following discussion and analysis of our financial condition and results of operations should be read in conjunction with the financial statements and the notes thereto contained elsewhere in this Quarterly Report. Certain information contained in the discussion and analysis set forth below includes forward-looking statements that involve risks and uncertainties.

Special Note Regarding Forward-Looking Statements

This Quarterly Report includes “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”) and Section 21E of the Securities Exchange Act of 1934, as amended, (the \"Exchange Act\") that are not historical facts and involve risks and uncertainties that could cause actual results to differ materially from those expected and projected. All statements, other than statements of historical fact included in this Quarterly Report including, without limitation, statements in this “Management’s Discussion and Analysis of Financial Condition and Results of Operations” regarding our financial position, business strategy and the plans and objectives of management for future operations, are forward-looking statements. Words such as “expect,” “believe,” “anticipate,” “intend,” \"may,\" “estimate,” \"opportunity,\" \"could,\" “seek” and variations and similar words and expressions are intended to identify such forward-looking statements. Such forward-looking statements relate to future events or future performance, but reflect management’s current beliefs, based on information currently available. A number of factors could cause actual events, performance or results to differ materially from the events, performance and results discussed in the forward-looking statements. For information identifying important risk factors that could cause actual results to differ materially from those anticipated in the forward-looking statements, please refer to the Risk Factors section of our Annual Report on Form 10-K for the year ended November 30, 2025 filed with the U.S. Securities and Exchange Commission (the “SEC”) on February 5, 2026, as amended on March 30, 2026 (the “2025 10-K”), and the Company’s subsequent filings with the SEC, all of which can be accessed on the EDGAR section of the SEC’s website at www.sec.gov. Except as expressly required by applicable securities law, we disclaim any intention or obligation to update or revise any forward-looking statements whether as a result of new information, future events or otherwise, including but not limited to our ability to design, introduce and sell new products, services and features, the impact of any regulatory proceedings or litigation, our ability to protect our intellectual property and compete with existing and new products, the impact of stock compensation expense, dividends, warrant exercises and related accounting, impairment expense and income tax expense on our financial results, our ability to manage our supply chain and avoid production delays, shortages or other factors, including product mix, cost of parts and materials and cost of labor that may impact our gross margins, our ability to retain and incentivize key management personnel, product defects, the success of our entry to new markets, customer purchase behavior and negative media publicity or public perception of our brand or products, restrictions or prohibitions imposed by advertising platforms, loss of customer data, breach of security or an extended outage related to our e-commerce storefronts, including a breach or outage by our third party cloud based storage providers, exposure to international operational risks, delayed cash collections or credit losses, determinations or audits by taxing authorities, changes in government regulations, including environmental and chemical regulation applicable to our chemical irritant products, the impact of existing or future regulation by the Bureau of Alcohol, Tobacco, and Firearms, import and export regulators, or other federal or state authority, or changes in international law in key jurisdictions including South America and South Africa or our inability to obtain needed exemptions from such existing or future regulation.

OVERVIEW

The following discussion and analysis is intended to help you understand us, our operations and our financial performance. It should be read in conjunction with our unaudited condensed consolidated financial statements and the accompanying notes, which are included in Item 1 of this report.

Byrna Technologies Inc. designs, manufactures, retails and distributes less-lethal personal security solutions intended for situations that do not require the use of lethal force. Our mission is to empower individuals to protect themselves and others, and our product strategy emphasizes ease of use, effectiveness, and reliability in both consumer and professional safety environments. We also develop tools intended to serve as alternatives to traditional firearms for law enforcement and private security customers with the goal of reducing firearm related incidents and supporting de-escalation practices. Our strategy includes positioning Byrna® as a consumer lifestyle brand associated with personal confidence and safety, while expanding our product portfolio to broaden market reach and drive sales growth from both new and existing customers.

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Our business strategy is twofold: (1) to fulfill the growing demand for less-lethal products in the law enforcement, correctional services, and private security markets and (2) to provide civilians – including those whose work or daily activities may put them at risk of being a victim – with easy access to an effective, less-lethal way to protect themselves and their loved ones from threats to their person or property.

We believe demand for less-lethal products in the United States and internationally continues to rise and that this category will remain a growing segment of the broader security market. We plan to meet this demand by manufacturing and distributing our Byrna® SD, Byrna LE and most recently our Byrna CL launchers, along with continued expansion of our accessory and ammunition offerings and our complementary personal safety products, including chemical irritant defense sprays and personal safety alarms.

On July 31, 2024, our Board of Directors approved a plan to buy back up to $10 million worth of shares of our common stock (the “Stock Buyback Program”). The Stock Buyback Program is intended to return capital to shareholders and to minimize the dilutive impact of stock options and other share-based awards. The Stock Buyback Program expired by its own terms on July 31, 2026, the two-year anniversary of its initiation. As of its expiration, an aggregate of 0.5 million shares had been repurchased under the program for $5.8 million.

Beginning with our Annual Report on Form 10-K for fiscal 2025, we report our operations through two reportable sales channels, Direct-to-Consumer (“DTC”) and Wholesale (dealer/distributor), to align with our expanded omnichannel strategy, the opening of Company operated retail stores, and increased penetration into national retail chains and international distributors.

We operate primarily in the United States and, through a wholly owned subsidiary, in Canada. Our wholly owned South Africa subsidiary ceased manufacturing operations during the third quarter of fiscal 2025 and no longer conducts significant operating activities.

Recent Developments

In late September 2026, we determined that certain of our Fox Labs branded chemical irritant defense sprays are formulated by our contract filler with trichloroethylene, a solvent whose processing and distribution for consumer use has been prohibited under an Environmental Protection Agency (“EPA”) rule since June 2025. We suspended shipments of the affected Fox Labs products, instructed our dealers and distributors to suspend sales of them. On October 6, 2026, we voluntarily disclosed this matter to the EPA and we also intend to file a report with the Consumer Product Safety Commission (the “CPSC”). We expect to reformulate the affected products, and we expect revenue from those products to be reduced or eliminated until reformulated products are available. These products represented approximately 1.3% of our net revenue for the nine months ended August 31, 2026. We are not able to estimate at this time the costs of reformulation or any penalties or claims that may result from this matter. See Note 21 to the condensed consolidated financial statements and Part II, Item 1A of this Quarterly Report.

RESULTS OF OPERATIONS

Three months ended August 31, 2026 as compared to three months ended August 31, 2025:

Net Revenue

We present revenue net of returns, allowances, and discounts. Net revenues were $15.3 million in the third fiscal quarter of 2026 which represents a decrease of $12.9 million, or 45.7%, as compared to the prior year period revenues of $28.2 million. The decrease was primarily driven by lower Web (DTC) sales, via Amazon and the Company's website, which decreased by $6.3 million, or 38.6%, from $16.3 million in the third fiscal quarter of 2025 to $10.0 million in the same fiscal quarter of 2026, as well as lower domestic wholesale dealer and distributor sales, which decreased by $4.3 million, or 53.8%, from $7.9 million in the third fiscal quarter of 2025 to $3.7 million in the same fiscal quarter of 2026. International sales, including Canada (International (DTC) and International (Wholesale)), decreased from $2.9 million in the three months ended August 31, 2025 to $1.1 million in the three months ended August 31, 2026. In addition, we recognized no royalty revenue related to the LATAM Licensing Agreement in the third fiscal quarter of 2026, compared to $0.3 million in the prior year period. Revenue by reportable sales channel, discussed below, differs from the Web (DTC) and domestic wholesale amounts above because DTC revenue also includes International (DTC) sales and Company-operated retail store sales, and Wholesale revenue also includes International (Wholesale) sales and royalty revenue.

Segment Results

Direct‑to‑Consumer (DTC)

DTC revenue, which includes Web (DTC), Company-operated retail store, and International (DTC) sales, decreased to $11.1 million in the third fiscal quarter of 2026 compared to $17.4 million in the prior year period, primarily driven by a decline in online conversion rates across the Company's direct-to-consumer channels, including both Amazon and the Company's website.

Wholesale (Dealer/Distributor)

Wholesale revenue, which includes royalty revenue, decreased $6.6 million, or 61.1%, to $4.2 million in the third fiscal quarter of 2026 compared to $10.8 million in the prior year period, primarily reflecting a $4.3 million decrease in sales to Byrna dedicated dealers, including chain store and distributor customers, a $2.0 million decrease in International (Wholesale) sales, and a $0.3 million decrease in royalty revenue. The prior year period included approximately $3.2 million of shipments to national chain store customers in August 2025 that did not recur in the current year period. The decrease in International (Wholesale) sales primarily reflects a $1.0 million decrease in sales to customers in South Africa and lower orders from international distributors in Europe, South America and Asia.

Cost of Goods Sold

Cost of goods sold was $3.1 million in the third fiscal quarter of 2026 compared to $11.3 million in the prior year period, a decrease of $8.1 million, or 72.1%, compared to a 45.7% decline in revenue over the same period. The decrease in cost of goods sold was primarily driven by lower sales volumes across the Company's web, wholesale, Amazon, and international channels, the receipt of refunds of previously paid tariffs during the period (described below), and lower labor and overhead variances compared to the prior year period. Cost of goods sold attributable to Direct-to-Consumer (\"DTC\") was $2.0 million in the third fiscal quarter of 2026, compared to $5.9 million in the prior year period. Cost of goods sold attributable to Wholesale was $1.1 million in the third fiscal quarter of 2026, compared to $5.4 million in the prior year period. During the three months ended August 31, 2026, we received tariff refunds of approximately $2.3 million related to previously paid tariffs, which are reflected as a reduction of cost of goods sold in the current period. We may be entitled to additional tariff refunds for prior period tariff payments; however, as such amounts are not yet determinable or realizable, they have not been recognized in the financial statements.

Gross Profit

Gross profit is calculated as total revenue less cost of goods sold, and gross margin is calculated as gross profit divided by total revenue. Cost of goods sold includes costs associated with the production and procurement of products, including labor and overhead, inbound freight, manufacturing depreciation, purchasing and receiving costs, and inspection costs. Gross profit was $12.2 million during the third fiscal quarter of 2026, or 79.5% of net revenue, compared to gross profit of approximately $16.9 million, or 60.1% of net revenue, in the prior-year period. The 19.4 percentage point increase in gross margin was primarily driven by approximately $2.3 million of refunds of previously paid tariffs recorded as a reduction of cost of goods sold during the period (see Note 11, Inventory), which contributed approximately 15.0 percentage points. The remaining increase primarily reflects lower freight and purchase price variances, excluding the tariff refunds, which contributed approximately 2.6 percentage points; lower labor and fixed overhead variances, which contributed approximately 1.9 percentage points, primarily reflecting the elimination of labor and overhead variances associated with in-house ammunition production following the cessation of those operations in the second fiscal quarter of 2026; and lower product costs as a percentage of net revenue, which contributed approximately 0.5 percentage points and include the effect of a shift in sales mix toward the Company's higher-margin direct-to-consumer channel, which represented 72.5% of net revenue in the third fiscal quarter of 2026 compared to 61.7% in the prior year period. These favorable impacts were partially offset by higher scrap, rework and inventory reserve charges, including incremental inventory reserve provisions of $0.2 million, which reduced gross margin by approximately 0.7 percentage points. The decrease in gross profit dollars was primarily driven by lower sales volume across the Company's web, wholesale, Amazon, and international channels.

Operating Expenses

Operating expenses were $15.1 million in the third fiscal quarter of 2026, an increase of $1.0 million, as compared to the prior year period expenses of $14.1 million. The increase was primarily driven by an increase of $1.7 million in bad debt expense, primarily reflecting full reserves recorded against the royalty receivable from Byrna LATAM and the outstanding receivables of two other customers, an increase of $1.2 million in marketing expenses, primarily reflecting increased broadcast, audio and connected TV advertising and fees for marketing agencies engaged during the quarter, and an increase of $0.2 million in professional fees largely attributable to higher accounting, audit, and recruitment-related costs, partially offset by a decrease of $1.2 million in variable expenses, which decreased in proportion to sales volume, a decrease of $0.5 million in employee compensation costs, a decrease of $0.1 million in stock-based compensation expense, and a net gain of $0.2 million related to the termination of the Company's Scottsdale, Arizona retail lease.

Other Income (Expense)

We recorded less than $0.1 million of foreign currency transaction loss during the three months ended August 31, 2026, compared to $0.1 million of foreign currency transaction loss during the three months ended August 31, 2025. We recorded less than $0.1 million of interest income during the three months ended August 31, 2026, compared to $0.1 million in the three months ended August 31, 2025.

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Income Tax Provision

For the three months ended August 31, 2026 and August 31, 2025, we recorded no material income tax provision or benefit and $0.6 million of income tax expense, respectively. For the three months ended August 31, 2026 and 2025, the effective tax rate was 0.0% and 21.9%, respectively. The 0.0% effective tax rate for the three months ended August 31, 2026 reflects that no material income tax benefit was recognized on the third quarter pre-tax loss, as described in Note 20, Income Taxes. Our tax rate differs from the statutory rate of 21.0% due to the effects of state income taxes net of the federal benefit, foreign tax rate differentials related to the Company’s South Africa operations, permanent non deductible expenses, discrete items related to share based compensation, and other items.

Net Loss

Net loss was $2.9 million for the three months ended August 31, 2026, a decrease of $5.1 million compared to net income of $2.2 million for the three months ended August 31, 2025.

Non-GAAP Financial Measures

In addition to providing financial measurements based on generally accepted accounting principles in the United States (GAAP), we provide an additional financial metric that is not prepared in accordance with GAAP (non-GAAP) with presenting non-GAAP adjusted EBITDA. Management uses this non-GAAP financial measure, in addition to GAAP financial measures, to understand and compare operating results across accounting periods, for financial and operational decision making, for planning and forecasting purposes and to evaluate our financial performance. We believe that this non-GAAP financial measure helps us to identify underlying trends in our business that could otherwise be masked by the effect of certain expenses that we exclude in the calculations of the non-GAAP financial measure.

Accordingly, we believe that this non-GAAP financial measure reflects our ongoing business in a manner that allows for meaningful comparisons and analysis of trends in the business and provides useful information to investors and others in understanding and evaluating our operating results, enhancing the overall understanding of our past performance and future prospects.

This non-GAAP financial measure does not replace the presentation of our GAAP financial results and should only be used as a supplement to, not as a substitute for, our financial results presented in accordance with GAAP. There are limitations in the use of non-GAAP measures, because they do not include all the expenses that must be included under GAAP and because they involve the exercise of judgment concerning exclusions of items from the comparable non-GAAP financial measure. In addition, other companies may use other non-GAAP measures to evaluate their performance, or may calculate non-GAAP measures differently, all of which could reduce the usefulness of our non-GAAP financial measure as a tool for comparison.

Adjusted EBITDA

Adjusted EBITDA is defined as net (loss) income as reported in our Condensed Consolidated Statements of Operations and Comprehensive (Loss) Income excluding the impact of (i) depreciation and amortization; (ii) income tax provision (benefit); (iii) interest income (expense); (iv) stock-based compensation expense, (v) impairment loss and (vi) one-time, non-recurring other expenses or income. Our Adjusted EBITDA measure eliminates potential differences in performance caused by variations in capital structures (affecting finance costs), tax positions, the cost and age of tangible assets (affecting relative depreciation expense) and the extent to which intangible assets are identifiable (affecting relative amortization expense). We also exclude certain one-time and non-cash costs. Reconciliation of Adjusted EBITDA to net (loss) income, the most directly comparable GAAP measure, is as follows (in thousands):

	For the Three Months Ended
	August 31,
	2026			2025
Net (loss) income	$	(2,911	)		$	2,235

Adjustments:
Interest income		(37	)			(97	)
Income tax expense		—				628
Depreciation and amortization		466				618
Non-GAAP EBITDA		(2,482	)			3,384

Stock-based compensation expense		601				734
Severance/Officer recruiting		521				(36	)
Non-GAAP adjusted EBITDA	$	(1,360	)		$	4,082

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Nine months ended August 31, 2026 as compared to nine months ended August 31, 2025:

Net Revenue

We present revenue net of returns, allowances, and discounts. Net revenues were $60.7 million in the nine months ended of August 31, 2026 which represents a decrease of $22.1 million, or 26.7%, as compared to the prior year period revenues of $82.9 million. The decrease was driven by lower domestic wholesale dealer and distributor sales, which decreased by $3.0 million, or 15.1%, from $19.8 million to $16.8 million. Web (DTC) sales, via Amazon and our website, declined in the nine months ended August 31, 2026, decreasing by $14.2 million, or 27.1%, to $38.1 million from $52.3 million in the nine months ended August 31, 2025. International sales, including Canada (International (DTC), International (Wholesale) and royalties), decreased from $9.0 million in the nine months ended August 31, 2025 to $4.0 million in the nine months ended August 31, 2026, which includes a net reduction of less than $0.1 million related to the reversal of previously recognized royalty revenue under the LATAM Licensing Agreement, which unfavorably impacted international revenue for the period.

Segment Results

Direct‑to‑Consumer (DTC)

DTC revenue, which includes Web (DTC), Company-operated retail store, and International (DTC) sales, decreased to $41.5 million in the nine months ended August 31, 2026 compared to $55.2 million in the prior year period, primarily driven by a decline in online conversion rates across our direct-to-consumer channels, including Amazon and our website.

Wholesale (Dealer/Distributor)

Wholesale revenue, which includes royalty revenue, decreased $8.5 million, or 30.8%, to $19.2 million in the nine months ended August 31, 2026 compared to $27.7 million in the prior year period, primarily reflecting a $4.3 million decrease in International (Wholesale) sales, a $3.1 million decrease in sales to Byrna dedicated dealers, and a $1.2 million decrease in royalty revenue, which reflects the net reversal of previously accrued LATAM royalty revenue recorded in the second quarter of fiscal 2026 (see Note 10).

Cost of Goods Sold

Cost of goods sold was $29.4 million in the nine months ended August 31, 2026, compared to $32.5 million in the prior year period. This decrease of $3.1 million, or 9.5%, compared to a 26.7% decline in revenue over the same period. The smaller decrease in cost of goods sold relative to the decline in revenue was primarily driven by a $6.0 million inventory write-down and a $3.5 million impairment charge related to the write-off of ammunition production machinery, equipment, and production-specific leasehold improvements, both recorded in the second fiscal quarter of 2026 in connection with our decision to permanently cease in-house ammunition production at its Fort Wayne, Indiana facility. Of the $6.0 million inventory write-down, $3.6 million related to ammunition raw materials associated with the Fort Wayne plant shutdown and the remainder related to launcher components that due to a strategic decision, will either not be reworked and therefore scrapped, or for which expected future demand and marketability had declined, as well as other slow-moving inventory. Excluding the inventory write-down and impairment charge, cost of goods sold decreased compared to the prior year period, driven by lower sales volumes across our web, international, and wholesale channels, as well as improved freight costs compared to the prior year period, which included elevated air freight usage and tariff impacts, and improved labor and fixed cost absorption. These favorable impacts were partially offset by lower average selling prices, driven primarily by a shift in sales mix toward lower-priced channels. Cost of goods sold attributable to Direct-to-Consumer (\"DTC\") was $17.4 million in the nine months ended August 31, 2026, compared to $18.8 million in the prior year period. Cost of goods sold attributable to Wholesale was $12.0 million in the nine months ended August 31, 2026, compared to $13.6 million in the prior year period. During the nine months ended August 31, 2026, we received cash refunds of previously paid tariffs of approximately $3.3 million, of which approximately $2.3 million was received during the three months ended August 31, 2026, which are reflected as a reduction of cost of goods sold in the current period (see Note 11, Inventory). We may be entitled to additional tariff refunds for prior period tariff payments; however, as such amounts are not yet determinable or realizable, they have not been recognized in the financial statements.

Gross Profit

Gross profit is calculated as total revenue less cost of goods sold, and gross margin is calculated as gross profit divided by total revenue. Cost of goods sold includes costs associated with the production and procurement of products, including labor and overhead, inbound freight, manufacturing depreciation, purchasing and receiving costs, and inspection costs. Gross profit was $31.3 million during the nine months ended August 31, 2026, or 51.6% of net revenue, compared to gross profit of approximately $50.4 million, or 60.8% of net revenue, in the prior-year period. The decrease in gross margin was primarily driven by a $6.0 million inventory write-down and a $3.5 million impairment charge related to the write-off of ammunition production machinery, equipment, and production-specific leasehold improvements, both recorded in the second fiscal quarter of 2026 in connection with our decision to permanently cease in-house ammunition production at its Fort Wayne, Indiana facility. Of the $6.0 million inventory write-down, $3.6 million related to ammunition raw materials associated with the Fort Wayne plant shutdown and the remainder related to launcher components that due to a strategic decision, will either not be reworked and therefore scrapped, or for which expected future demand and marketability had declined, as well as other slow-moving inventory. These decreases to gross profit were partially offset by $3.3 million of refunds of previously paid tariffs, recorded as a reduction of cost of goods sold during the period (see Note 11, Inventory). Excluding the inventory write-down and impairment charge, the decrease in gross margin was driven by lower sales volume across our web, international, and wholesale channels, as well as a shift in sales mix toward lower-priced wholesale channels and lower average selling prices. These unfavorable impacts were partially offset by improved freight costs compared to the prior year period, which included elevated air freight usage and tariff impacts, and improved labor and fixed cost absorption.

Operating Expenses

Operating expenses were $46.2 million in the nine months ended August 31, 2026, an increase of $3.7 million, as compared to the prior year period expenses of $42.5 million. The current period includes a $1.0 million charge related to the write-off of deposits for equipment associated with the Fort Wayne ammunition production facility that had not yet been placed in service at the time we committed to permanently cease in-house ammunition production. Excluding this charge, operating expenses increased by $2.6 million compared to the prior year period, primarily driven by an increase of $3.6 million in marketing expenses, primarily reflecting increased national television, connected TV and audio advertising and fees for marketing agencies engaged in the third quarter of fiscal 2026, an increase of $2.0 million in bad debt expense, primarily reflecting reserves recorded against the remaining trade receivables of the Company's South Africa subsidiary and certain domestic customer receivables, and an increase of $1.1 million in professional fees largely attributable to higher accounting, audit, legal, and recruitment-related costs, partially offset by a decrease of $1.9 million in variable expenses, which decreased in proportion to sales volume, a decrease of $1.4 million in employee compensation costs, a decrease of $0.3 million in stock-based compensation expense, and a net gain of $0.2 million related to the termination of our Scottsdale, Arizona retail lease.

Other Income (Expense)

We recorded $0.2 million and $0.3 million of foreign currency transaction loss during the nine months ended August 31, 2026 and 2025, respectively. We recorded $0.2 million of interest income during the nine months ended August 31, 2026 compared to $0.4 million in the nine months ended August 31, 2025.

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Income Tax Provision

For the nine months ended August 31, 2026 and August 31, 2025, we recorded $2.7 million of income tax benefit and $1.7 million of income tax expense, respectively. For the nine months ended August 31, 2026 and August 31, 2025, the effective tax rate was 17.9% and 20.9%, respectively. The effective tax rate for the nine months ended August 31, 2026 reflects the income tax benefit recognized primarily on the third quarter pre‑tax loss, including the impairment and inventory charges described above. Our tax rate differs from the statutory rate of 21.0% due to the effects of state income taxes net of the federal benefit, foreign tax rate differentials related to our South Africa operations, permanent non deductible expenses, discrete items related to share based compensation, and other items.

Net Loss

Net loss was $12.2 million for the nine months ended August 31, 2026, a decrease of $18.5 million compared to net income of $6.3 million for the nine months ended August 31, 2025.

Non-GAAP Financial Measures

Adjusted EBITDA

	For the Nine Months Ended
	August 31,
	2026			2025
Net (loss) income	$	(12,198	)		$	6,324

Adjustments:
Interest income		(167	)			(400	)
Income tax (benefit) expense		(2,666	)			1,666
Depreciation and amortization		1,828				1,617
Non-GAAP EBITDA	$	(13,203	)			9,207

Stock-based compensation expense		1,972				2,297
Impairment loss on property and equipment		4,506				—
Write-down of ammunition inventory		3,605				—
Inventory reserve — strategic product rationalization		2,324				—
Severance/Officer recruiting		1,041				210
Non-GAAP adjusted EBITDA	$	245			$	11,714

Adjusted EBITDA for the three and nine months ended August 31, 2026 includes the benefit of approximately $2.3 million and $3.3 million, respectively, of refunds of previously paid tariffs recorded as a reduction of cost of goods sold, and a net gain of $0.2 million on the termination of our Scottsdale, Arizona retail lease, none of which are expected to recur. These items have not been excluded from Adjusted EBITDA because the related tariff payments and lease costs were not excluded from Adjusted EBITDA in the periods in which they were incurred. Excluding these items, Adjusted EBITDA would have been a loss of approximately $3.8 million and $3.3 million for the three and nine months ended August 31, 2026, respectively. Severance/officer recruiting for the three months ended August 31, 2025 reflects the reversal of $0.1 million of previously accrued severance, partially offset by $0.1 million of executive search fees.

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LIQUIDITY AND CAPITAL RESOURCES

Cash Flow Summary

Cash and cash equivalents as of August 31, 2026 totaled $8.4 million, a decrease of $5.3 million from $13.7 million of cash and cash equivalents as of November 30, 2025.

Operating Activities

Net cash used in operating activities was $3.5 million for the nine months ended August 31, 2026, compared to $11.5 million for the nine months ended August 31, 2025. Net loss was $12.2 million for the nine months ended August 31, 2026, compared to net income of $6.3 million for the prior year period. Significant non-cash and working capital items were as follows:

Non-cash items included stock-based compensation expense of $2.0 million, compared to $2.3 million in the prior year period. The decrease primarily reflects forfeitures related to employee departures. Depreciation and amortization was $1.8 million, compared to $1.6 million. In connection with our decision to permanently cease in-house ammunition production at its Fort Wayne, Indiana facility, we recorded a $4.5 million impairment charge, consisting primarily of $3.5 million of production machinery and equipment and $1.0 million of construction in progress. We also recorded $6.0 million of inventory write-downs and reserves, including a $3.6 million write-down of ammunition inventory associated with the Fort Wayne shutdown and a $2.4 million provision for slow-moving and excess inventory. The provision for expected credit losses was $2.0 million, compared to less than $0.1 million in the prior year period. The provision primarily reflects fully reserving the remaining trade receivables of our South Africa subsidiary from international distributors, together with reserves against certain domestic customer receivables. We recognized a deferred tax benefit of $2.7 million, compared to a deferred tax provision of $1.7 million in the prior year period. The benefit was recognized primarily on the second quarter pre-tax loss, including the impairment and inventory charges described above.

Accounts receivable decreased $6.3 million, compared to an increase of $6.3 million in the prior year period. The decrease reflects collection of fourth quarter fiscal 2025 chain store and international shipments, lower wholesale sales volume in the current period, and the reversal of $0.3 million of royalty receivables in connection with an adjustment to royalty revenue. Accounts payable and accrued liabilities decreased $8.6 million, compared to a decrease of $0.4 million in the prior year period. Accrued payroll decreased $3.7 million, reflecting the payment of fiscal 2025 bonuses in the first quarter of 2026 and the reversal of the fiscal 2026 bonus accrual in the third quarter. Trade payables and goods-received-not-invoiced balances decreased a combined $5.7 million as inventory purchasing declined significantly in the third quarter. These decreases were partially offset by $1.1 million of higher accrued media costs. Inventory used cash of $3.2 million, compared to $14.6 million in the prior year period. The current period use reflects first-half inventory purchases, including higher finished goods on slower sell-through, with purchasing sharply reduced in the third quarter; it excludes the non-cash write-downs and reserves described above and inventory acquired in the Hero acquisition. Inventory, net was $30.0 million as of August 31, 2026, compared to $32.7 million as of November 30, 2025. Finished goods increased from $9.6 million to $15.1 million, while raw materials decreased from $18.7 million to $10.7 million, including the effect of the $3.6 million write-down of ammunition inventory. The increase in finished goods primarily reflects slower sell-through as net revenue declined, with launcher unit sales decreasing approximately 28% in the nine months ended August 31, 2026 compared to the prior year period. Days in inventory, based on average inventory and cost of goods sold, increased to approximately 292 days for the nine months ended August 31, 2026 from approximately 228 days in the prior year period. We updated our excess and obsolescence analysis for the third quarter of fiscal 2026 based on inventory on hand, recent sales, and production consumption data, and recorded incremental reserves of $0.2 million during the three months ended August 31, 2026. During the same period, we utilized $0.6 million of previously established reserves upon the scrapping or disposal of the related inventory. Prepaid expenses and other current assets decreased $0.9 million, compared to an increase of $1.9 million in the prior year period. The decrease was primarily due to fewer vendor deposits with reduced purchasing, collections on a loan receivable, and lower prepaid marketing, partially offset by insurance policy renewals and higher prepaid income and franchise taxes. Operating lease liabilities decreased $1.2 million, compared to $0.4 million, reflecting lease payments and the August 2026 termination of our Scottsdale, Arizona retail store lease. Deferred revenue decreased $0.3 million, compared to $1.5 million. The decrease in cash used in operating activities compared to the prior year period was primarily attributable to the $6.3 million decrease in accounts receivable and approximately $3.3 million of cash refunds of previously paid tariffs, neither of which is expected to recur at comparable levels. Accounts receivable, net, was $2.5 million as of August 31, 2026.

Investing Activities

Net cash used in investing activities was $1.0 million for the nine months ended August 31, 2026, compared to net cash provided by investing activities of $0.6 million for the nine months ended August 31, 2025. Current period investing activities consisted of $1.2 million of purchases of property and equipment and $0.5 million of cash paid for the acquisition of Hero Defense Systems, LLC (\"Hero\"), net of cash acquired. These outflows were partially offset by $0.8 million of proceeds from the maturity of marketable debt securities. Prior period investing activities consisted of $5.8 million of purchases of property and equipment, more than offset by $6.4 million of proceeds from the sale of marketable debt securities. On August 6, 2026, we acquired Hero for total consideration of $1.7 million. The consideration consisted of cash, $0.5 million of our common stock, $0.6 million of contingent consideration payable in the form of royalties, and a $0.1 million holdback payable. The stock, contingent consideration and holdback are non-cash and are excluded from investing activities. See Note 6 for additional information.

Financing Activities

Cash flows used in financing activities was $1.1 million for the nine months ended August 31, 2026, compared to cash provided by financing activities of $0.1 million for the nine months ended August 31, 2025. The current year amount was primarily composed of taxes paid on issuances of restricted stock units of $0.2 million and payments of $1.0 million for repurchases of common stock. The prior year amount was primarily composed of proceeds from stock option exercises of $0.3 million, taxes paid on issuances of restricted stock units of $0.1 million, and payments of $0.1 million for repurchases of common stock.

We require significant capital to meet our obligations as they become due. Throughout the next twelve months, we expect to fund our operations primarily from existing cash and cash equivalents and cash generated from operations. We also have access to a $5.0 million revolving line of credit under our Credit Agreement, as discussed in Note 24, Credit Facility, which may be used, but is not currently anticipated to be drawn, to provide additional liquidity if needed. The $15.0 million delayed draw term loan under the Credit Agreement may be used only to finance permitted acquisitions, and the Credit Agreement's financial covenants are tested quarterly regardless of amounts outstanding. We may pursue additional equity offerings or debt financings to provide working capital and satisfy debt obligations. There can be no assurance as to the availability or terms upon which such financing and capital might be available in the future. We are also evaluating additional sources of liquidity, including a potential asset-based credit facility. In addition, the voluntary reporting of the regulatory matter relating to our chemical irritant defense spray products described in Note 21 to the condensed consolidated financial statements and in Part II, Item 1A of this Quarterly Report may require the use of cash for product reformulation, inventory disposition, penalties or claims in amounts we are not presently able to estimate. If we are required to raise additional capital to support our operations and are unable to secure additional funding, we may be forced to curtail or suspend our business plans.

Off-Balance Sheet Arrangements

We do not have any off-balance sheet arrangements that have, or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that are material to investors.

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RECENT ACCOUNTING PRONOUNCEMENTS

See Note 5, “Recent Accounting Guidance,” in the Notes to unaudited condensed consolidated financial statements included in Item 1 of this report for a discussion of recently issued and adopted accounting standards.

CRITICAL ACCOUNTING POLICIES AND ESTIMATES

Our unaudited condensed consolidated financial statements are based on the selection and application of significant accounting policies, which require management to make significant estimates and assumptions. Our significant accounting policies are outlined in Note 4, “Summary of Significant Accounting Policies,” in the Notes to Consolidated Financial Statements included in Item 8 of the 2025 10-K. Except as described below, there were no significant changes during the three and nine months ended August 31, 2026 to our critical accounting policies and estimates from those described in our 2025 10-K. During the nine months ended August 31, 2026, the following areas involved significant judgment and estimates: (i) business combinations, including the preliminary allocation of the purchase price of the Hero Acquisition to the assets acquired and the measurement of contingent royalty consideration using significant unobservable (Level 3) inputs, including projected net sales, scenario probabilities, and discount rates (see Notes 6 and 7); (ii) goodwill, including the evaluation of whether events or changes in circumstances indicated that the fair value of the reporting unit was less than its carrying amount (see Note 6); (iii) the allowance for expected credit losses, including the full reserve recorded against the royalty receivable from Byrna LATAM and the evaluation of the collectability of the loan receivable from Byrna LATAM (see Notes 8 and 10); (iv) inventory write-downs and reserves to net realizable value (see Note 11); and (v) income taxes, including the application of the estimated annual effective tax rate in interim periods and the realizability of deferred tax assets, including the valuation allowance established against certain state tax credits (see Note 20). Changes in the assumptions underlying these estimates could have a material effect on our condensed consolidated financial statements.

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ITEM 3.

QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Not applicable.

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ITEM 4.

CONTROLS AND PROCEDURES

Evaluation of Disclosure Controls and Procedures

Our management, including the Chief Executive Officer (“CEO”) and Chief Financial Officer (“CFO”), evaluated the effectiveness of our disclosure controls and procedures as of August 31, 2026 pursuant to Rule 13a-15(b) of the Exchange Act. Disclosure controls and procedures are designed to ensure that material information that we are required to disclose in the reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that material information is accumulated and communicated to our management, including our CEO and CFO, as appropriate to allow timely decisions regarding required disclosure. Management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving their objectives. Management necessarily applies its judgment in evaluating the cost-benefit relationship of possible controls and procedures. Our CEO and CFO concluded with reasonable assurance, that as of August 31, 2026, our disclosure controls and procedures were effective.

Changes in Internal Controls Over Financial Reporting

There were no changes that occurred during the third quarter of 2026 that have materially affected or are reasonably likely to materially affect our internal control over financial reporting.

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PART II - OTHER INFORMATION

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ITEM 1.

LEGAL PROCEEDINGS

In the normal course of business, we are involved in various legal proceedings. The results of any such proceedings cannot be predicted with certainty because such matters are inherently uncertain. Significant damages or penalties may be sought in some matters, and some matters may require years to resolve. In our opinion, at this time, any liability from such proceedings would not have a material adverse effect on our business or financial condition.

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ITEM 1A.

RISK FACTORS

Factors that could cause our actual results to differ materially from those in this report include the “Risk Factors” in Part I, Item 1A of our Annual Report on Form 10-K for the fiscal year ended November 30, 2025, filed with the SEC on February 5, 2026, as amended on March 30, 2026. Except as set forth below, there have been no material changes to the risk factors disclosed in our 2025 Form 10-K.

Certain of our chemical irritant defense spray products contain solvents that are prohibited under federal law, which has required us to suspend sales of those products and may expose us to penalties, claims, and costs.

In September 2026, we determined that certain of our Fox Labs branded defense sprays are formulated by our third-party contract filler with trichloroethylene, the processing and distribution of which for consumer use has been prohibited by an EPA rule under the Toxic Substances Control Act since June 2025. We suspended shipments of the affected Fox Labs products, instructed our dealers and distributors to suspend sales of them. As of October 6, 2026, we voluntarily disclosed this matter to the EPA and intend to file a voluntary disclosure report with the CPSC. We may incur costs to reformulate, relabel, replace or dispose of products; may be required to write down inventory; will lose revenue from the affected product lines while they are reformulated; may be subject to civil penalties; may face claims from customers, dealers, distributors or governmental authorities; and may be unable to recover our costs from our contract filler. Regulatory or public attention to this matter could also harm our reputation and our relationships with law enforcement and other institutional customers. We cannot predict the outcome of this matter or the cost or duration of these actions, and any of them could have a material adverse effect on our business, results of operations and financial condition.

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ITEM 2.

UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS.

On July 31, 2024, our Board of Directors approved a program to buy back up to $10 million worth of shares of our Common Stock from the open market during a period of two years (the “Stock Buyback Program”). The Stock Buyback Program is intended to return capital to shareholders and to minimize the dilutive impact of stock options and other share-based awards. During the three months ended August 31, 2026, no shares of common stock were repurchased. The Stock Buyback Program expired by its terms on July 31, 2026. See Note 15 of our notes to condensed consolidated financial statements for information regarding the Stock Buyback Program.

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ITEM 3.

DEFAULTS UPON SENIOR SECURITIES.

None.

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ITEM 4.

MINE SAFETY DISCLOSURES.

Not applicable.

ITEM 5.

OTHER INFORMATION.

Insider Adoption or Termination of Trading Arrangements:

During the fiscal quarter ended August 31, 2026, none of our directors or officers informed us of the adoption, modification or termination of a “Rule 10b5-1 trading arrangement” or “non-Rule 10b5-1 trading arrangement,” as those terms are defined in Regulation S-K, Item 408, except as follows: on July 23, 2026, Laurilee Kearnes, our Chief Financial Officer, terminated a Rule 10b5-1 trading arrangement adopted on October 13, 2025, that was intended to satisfy the affirmative defense of Rule 10b5-1(c) and provided for the sale of up to 2,500 shares of our common stock during the period from February 9, 2026 through December 31, 2026.

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ITEM 6.

EXHIBITS.

The following exhibits are filed as part of, or incorporated by reference into, this Quarterly Report on Form 10-Q.

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No.	Description of Exhibit
2.1†	Asset Purchase Agreement, dated as of July 7, 2026, by and among Byrna Technologies Inc., HERO Defense Systems, LLC, and the Founders named therein (incorporated by reference to Exhibit 2.1 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on July 8, 2026).
10.1#	Separation Agreement and General Release, dated as of June 17, 2026, by and between Byrna Technologies Inc. and Luan Pham (incorporated by reference to Exhibit 10.1 to the Company’s Amendment to Current Report on Form 8-K/A filed with the Securities and Exchange Commission on June 18, 2026).
31.1*	Certification of Principal Executive Officer Pursuant to Securities Exchange Act Rules 13a-14(a) and 15(d)-14(a), as adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
31.2*	Certification of Principal Financial and Accounting Officer Pursuant to Securities Exchange Act Rules 13a-14(a) and 15(d)-14(a), as adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
32.1**	Certification of Principal Executive Officer and Principal Financial and Accounting Officer Pursuant to 18 U.S.C. Section 1350, as adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
101.INS*	Inline XBRL Instance Document
101.CAL*	Inline XBRL Taxonomy Extension Calculation Linkbase Document
101.SCH*	Inline XBRL Taxonomy Extension Schema Document
101.DEF*	Inline XBRL Taxonomy Extension Definition Linkbase Document
101.LAB*	Inline XBRL Taxonomy Extension Labels Linkbase Document
101.PRE*	Inline XBRL Taxonomy Extension Presentation Linkbase Document
104	Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)

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*	Filed herewith.
**	Furnished.
#	Management contract or compensatory plan or arrangement.
†	Schedules and exhibits to this exhibit have been omitted pursuant to Item 601(a)(5) of Regulation S-K. The registrant agrees to furnish supplementally a copy of any omitted schedule or exhibit to the Securities and Exchange Commission upon request.

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SIGNATURES

Pursuant to the requirements of Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

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	Byrna Technologies Inc.

Date: October 8, 2026		/s/ Conn Davis
	Name:	Conn Davis
	Title:	Chief Executive Officer
		(Principal Executive Officer)

Date: October 8, 2026		/s/ Laurilee Kearnes
	Name:	Laurilee Kearnes
	Title:	Chief Financial Officer
		(Principal Financial Officer and Principal Accounting Officer)

\n 34\n

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