Pham Luan 4

What Happened
Pham Luan, President of Byrna Technologies, was granted three restricted stock unit (RSU) awards on March 17, 2026 totaling 52,028 RSUs (10,405 + 20,811 + 20,812). Each RSU is a contingent right to one share; the grants show an acquisition price of $0.00 (derivative awards) and do not represent immediate share ownership or cash value until vesting/delivery.

Key Details

• Transaction date: 2026-03-17; reported on Form 4 filed 2026-03-18 (timely filing).
• Grant amounts: 10,405; 20,811; 20,812 RSUs (total 52,028 RSUs). Price recorded: $0.00 (derivative).
• Shares owned after transaction: not specified in the filing.
• Main vesting/conditions (see filing footnotes):
  • One grant (promotion-related) vests only if (i) the 90-day VWAP over the final 90 days of a one-year performance period ≥ 125% of the Issuer's closing price on 3/16/2026, and (ii) continuous service through 3/17/2027; subject to acceleration on certain change-of-control terminations.
  • One grant vests in three equal service-based tranches on 3/17/2027, 3/2/2028 and 3/2/2029 (service requirement; acceleration on death/disability or certain change-of-control terminations).
  • One grant is performance-based and vests 11/30/2028 if preset revenue targets for fiscal year ending 11/30/2027 are met and the officer remains employed through 11/30/2028 (or is terminated without cause after 11/30/2027); also subject to acceleration on certain events.
• Grant reason: awarded in connection with Reporting Person’s promotion to President and pursuant to the company’s Long Term Incentive Program; referenced offer letter filed as an exhibit to an 8‑K (3/19/2026).

Context
RSUs are contingent (derivative) awards that only convert into actual shares upon meeting vesting and/or performance conditions; they do not indicate an immediate purchase or sale. These grants are compensation tied to performance and continued service and may be accelerated in limited circumstances (death, disability, certain change-of-control terminations).