Byrna Technologies Inc 2025年度报告

FORM 10-K ☒ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934For the fiscal year ended November 30, 2025 OR ☐TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934For the transition period fromto Commission File No. 333-132456 Byrna Technologies Inc.(Exact name of registrant as specified in its charter) (Registrant’s telephone number, including area code) Securities registered pursuant to Section 12(g) of the Act:None. Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.Yes☐No☒ Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Exchange Act.Yes☐No☒ Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the SecuritiesExchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and(2) has been subject to such filing requirements for the past 90 days.Yes☒No☐ Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant toRule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant wasrequired to submitsuch files). Yes☒No☐ Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reportingcompany, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reportingcompany,” and “emerging growth company” in Rule 12b-2 of the Exchange Act. ☐Accelerated filer☒Smaller reporting company☐Emerging growth company ☐Large accelerated filer☒Non-accelerated filer If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period forcomplying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.☐ Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness ofits internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered publicaccounting firm that prepared or issued its audit report.☐ If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrantincluded in the filing reflect the correction of an error to previously issued financial statements.☐ Indicate by check mark whether any of those error corrections are restatements that required arecovery analysis of incentive-basedcompensation received by any of the registrant's executive officers during the relevant recovery period pursuant to §240.10D-1(b).☐ Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act): Yes☐No☒ The aggregate market value of the voting and non-voting common equity held by non-affiliates computed by reference to the price atwhich the common equity was last sold, or the average bid and asked price of such common equity, as of the last business day of theregistrant’s most recently completed second fiscal quarter (May 31, 2025) was approximately $406,511,947 based upon a share valuationof $26.66 per share. As of February 5, 2026, the Company had 25,309,866 issued and 22,671,283 outstanding shares of common stock. Documents incorporated by reference:Portions of the Registrant’s definitive proxy statement relating to its 2026annual meeting ofshareholders (the “2026Proxy Statement”) are incorporated by reference into Part III of this Annual Report on Form 10-K whereindicated. The2026Proxy Statement will be filed with the U.S. Securities and Exchange Commission within 120 days after the end of thefiscal year to which this report relates. TABLE OF CONTENTS PART IItem 1.BusinessItem 1A.Risk FactorsItem 1B.Unresolved Staff CommentsItem 1C.CybersecurityItem 2.PropertiesItem 3.Legal ProceedingsItem 4.Mine Safety Disclosures PART IIItem 5.Market Price for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities15Item 6.Selected Financial Data15Item 7.Management’s Discussion and Analysis of Financial Condition and Results of Operations16Item 7A.Quantitative and Qualitative Disclosures About Market Risk18Item 8.Financial Statements18Item 9.Changes in and Disagreements with Accountants on Accounting and Financial Disclosure18Item 9A.Controls and Procedures19Item 9B.Other Information19 Item 10.Directors, Executive Officers and Corporate GovernanceItem 11.Executive CompensationItem 12.Security Ownership of Certain Beneficial Owners and Management and Related Stockholder MattersItem 13.Certain Relationships and Related Transac