SCHEDULE: Byrna CEO Ganz Restructures Holdings for Estate Planning

Byrna Technologies CEO Bryan Scott Ganz has restructured a significant portion of his beneficial ownership for estate planning, while an affiliated entity sold shares.

Summary

• Bryan Scott Ganz, CEO of Byrna Technologies Inc., engaged in estate planning transactions involving 469,233 shares of Common Stock.
• Mr. Ganz gifted 469,233 shares of Common Stock to BSG Family Investment LLC for no consideration.
• Immediately after the gift, Mr. Ganz transferred all membership interests in BSG Family Investment LLC to the BG 2025 Irrevocable Exempt Trust U/A dated 10/9/2025 for no consideration.
• Mr. Ganz's aggregate beneficial ownership is 1,759,685 shares, representing 7.6% of the outstanding Common Stock.
• Northeast Industrial Partners LLC, an entity associated with Mr. Ganz, sold 40,000 shares of Common Stock on October 10, 2025, at a weighted average price of $29.90 per share, pursuant to a Rule 10b5-1 trading plan.
• The percentage of outstanding Common Stock is based on 22,725,515 shares as of October 9, 2025.

Sentiment

Score: 5

Explanation: Neutral. The filing primarily details changes in beneficial ownership for estate planning and a minor insider sale, neither of which inherently indicates positive or negative sentiment for the company's operations or future prospects.

Positives

• The primary transactions are for estate planning, indicating a long-term view of wealth management by the CEO, which can be a sign of confidence in the company's future.

Negatives

• Northeast Industrial Partners LLC, an entity associated with the CEO, sold 40,000 shares, which represents a minor reduction in insider exposure, although it was part of a pre-arranged trading plan.

Future Outlook

The filing does not provide specific forward-looking statements or guidance regarding the company's operational or financial performance, focusing solely on changes in beneficial ownership for estate planning purposes.

Management Comments

• Mr. Ganz disclaims beneficial ownership with respect to the shares held by NEIP, the 2015 Trust, the 2025 Trust and Ms. Zhang, in each case except to the extent of his pecuniary interest therein.
• The transfers were made for estate planning purposes.

Industry Context

This filing is an insider ownership disclosure and does not directly relate to broader industry trends or the competitive landscape. It reflects an individual's personal financial planning rather than a corporate strategic move or industry-specific development.

Comparison to Industry Standards

• This filing primarily details changes in insider beneficial ownership and estate planning, which are internal matters for the reporting persons and do not lend themselves to direct comparison with industry-wide operational or financial benchmarks.
• The sale of shares by an affiliated entity under a Rule 10b5-1 trading plan is a common practice among executives across various industries for diversification or liquidity management, consistent with standard insider trading compliance practices.

Related Party Transactions

• Bryan Scott Ganz, CEO of Byrna Technologies Inc., gifted shares to BSG Family Investment LLC and transferred membership interests to the BG 2025 Irrevocable Exempt Trust, both entities where he has significant influence or control, for no consideration.
• Li Zhang, Mr. Ganz's wife, is also a reporting person with shared voting and dispositive power over 3,800 shares.
• Northeast Industrial Partners LLC, where Mr. Ganz is founder and majority shareholder, sold 40,000 shares.

Stakeholder Impact

• Shareholders: The restructuring of Mr. Ganz's beneficial ownership for estate planning purposes suggests a long-term perspective from a key insider. The sale of 40,000 shares by an affiliated entity is a minor reduction in insider holdings but was conducted under a pre-arranged trading plan, which typically mitigates concerns about opportunistic selling.

Key Dates

Recommendation

This Schedule 13D/A filing primarily details an insider's estate planning and a minor sale of shares by an affiliated entity under a Rule 10b5-1 plan. It does not contain new information regarding the company's operational performance, financial health, or strategic direction that would warrant a change in investment thesis. Therefore, a 'hold' recommendation is appropriate as there's no new fundamental catalyst for a 'buy' or 'sell' decision based solely on this filing.

Keywords

Byrna Technologies, Bryan Scott Ganz, Schedule 13D/A, Beneficial Ownership, Insider Trading, Estate Planning, Common Stock, Shareholder, SEC Filing, BYRN