Core Points - Stran & Company, Inc. has been recognized by the Promotional Products Association International (PPAI) as one of the "Greatest Companies to Work For" in 2025, highlighting its commitment to a positive workplace culture [1][3][6] - The recognition emphasizes the importance of company culture, employee support, and teamwork rather than just sales or growth metrics, as stated by CEO Andy Shape [3][6] - Stran has over 30 years of experience in the promotional products industry, specializing in complex marketing programs and serving many Fortune 500 companies [4] Company Overview - Stran provides outsourced marketing solutions, focusing on promotional products, branded merchandise, and loyalty incentive programs to enhance brand awareness and drive sales [4] - The company aims to build long-term relationships with clients, facilitating connections with customers and employees to foster brand loyalty [4] - Stran utilizes advanced technology for efficient order processing, warehousing, and fulfillment, ensuring high-quality customer service [4]

Group 1 - Stran & Company, Inc. is participating in the H.C. Wainwright 27th Annual Global Investment Conference from September 8-10, 2025, in New York City [1] - The presentation by Stran will be available on-demand for registered attendees starting September 5, 2025, at 7:00 AM Eastern Time [2] - Stran has over 30 years of experience in the promotional products industry, focusing on complex marketing programs to enhance brand awareness and drive sales [3] Group 2 - Stran serves many Fortune 500 companies across various industries, managing promotional marketing, loyalty, and incentive programs [3] - The company emphasizes building long-term relationships with clients to foster brand loyalty among customers and employees [3] - Stran utilizes advanced technology for efficient order processing, warehousing, and fulfillment functions [3]

Core Viewpoint - Stran & Company reported a strong financial performance in Q2 2025, showcasing significant sales growth and operational resilience, indicating effective execution of its business strategy [4]. Financial Performance - The company achieved a remarkable 95.2% increase in sales, reaching approximately $32.6 million in Q2 2025 [4]. - This growth reflects the scalability of Stran's business model and the effectiveness of its strategic initiatives [4]. Operational Highlights - The performance in the second quarter demonstrates the strength and commitment of the team towards delivering shareholder value [4]. - The company emphasized its strategic momentum and profitable growth during the call [4]. Communication and Engagement - The conference call included a review of financial and operational performance, followed by a Q&A session, indicating a transparent approach to stakeholder engagement [3]. - The company encouraged participants to review its SEC filings for a comprehensive discussion of risk factors, highlighting its commitment to transparency [3].

Financial Data and Key Metrics Changes - The company reported a 95.2% increase in sales, reaching approximately $32.6 million for Q2 2025, compared to approximately $16.7 million for Q2 2024 [4][11] - Gross profit rose over 80% to approximately $9.9 million, with a gross profit margin of 30.3% for Q2 2025, down from 32.8% in Q2 2024 [4][12] - Net income for Q2 2025 was approximately $643,000, compared to a net loss of approximately $1 million for Q2 2024 [4][13] Business Line Data and Key Metrics Changes - The core Strand business segment generated $21.8 million in revenue during Q2 2025, reflecting continued expansion among customers [5][11] - The Loyalty Solutions segment contributed $10.8 million in revenue for Q2 2025, demonstrating successful integration efforts [5][12] - Gross profit margin for the Strand segment was 34.9%, while the SLS segment operated at 21% [5] Market Data and Key Metrics Changes - The company maintained approximately $18.1 million in cash, cash equivalents, and investments as of June 30, 2025, providing strong liquidity for strategic initiatives [9][14] - The company was recognized as the twelfth leading promotional product distributor in North America, up from the previous year [6] Company Strategy and Development Direction - The company aims to continue its top-line growth through organic growth and strategic acquisitions while managing costs effectively [20][24] - The addition of new board members with relevant expertise reflects the company's commitment to operational excellence and long-term competitiveness [8][9] Management's Comments on Operating Environment and Future Outlook - Management expressed confidence in the company's ability to accelerate growth and deepen client partnerships, particularly in the second half of the year, which is historically strong due to holiday sales [20][21] - The company is focused on disciplined capital deployment and long-term value creation for shareholders [16][17] Other Important Information - The company repurchased over 110,000 shares during Q2 2025, demonstrating a commitment to maximizing shareholder value [10] - The company is now fully compliant with all NASDAQ continuing listing requirements following its annual general meeting [9] Q&A Session Summary Question: Outlook for the second half and expectations for organic growth - Management is excited about changes made to focus on existing customers and expanding offerings, with 30% organic growth in Q2 and over 20% for the first half of the year [19][20] Question: Plans for stock buybacks - The company has authorized a $10 million share buyback program and executed less than $4 million in Q2, with plans to continue buying back stock at reasonable prices [22][24]

PART I. FINANCIAL INFORMATION This section presents the company's unaudited condensed consolidated financial statements, management's discussion and analysis, and disclosures on market risk and internal controls [ITEM 1. FINANCIAL STATEMENTS](index=4&type=section&id=ITEM%201.%20FINANCIAL%20STATEMENTS) This section presents the unaudited condensed consolidated financial statements for Stran & Company, Inc., including balance sheets, statements of operations, comprehensive income (loss), stockholders' equity, and cash flows, along with detailed notes explaining significant accounting policies, fair value measurements, and specific financial line items [Condensed Consolidated Balance Sheets](index=5&type=section&id=Condensed%20Consolidated%20Balance%20Sheets) The balance sheets show an increase in total assets and liabilities, with a slight increase in stockholders' equity, reflecting growth in cash, accounts receivable, and inventory, alongside higher current and long-term liabilities Condensed Consolidated Balance Sheets (in thousands) | Metric | June 30, 2025 (in thousands) | December 31, 2024 (in thousands) | Change (in thousands) | Percentage Change | | :----------------------------- | :----------------------------- | :------------------------------- | :-------------------- | :------------------ | | Cash and cash equivalents | $13,070 | $9,358 | $3,712 | 39.67% | | Investments | $4,997 | $8,856 | $(3,859) | -43.58% | | Accounts receivable, net | $22,063 | $18,092 | $3,971 | 21.95% | | Total current assets | $50,130 | $45,482 | $4,648 | 10.22% | | Total assets | $61,215 | $55,148 | $6,067 | 10.99% | | Total current liabilities | $26,622 | $22,195 | $4,427 | 19.95% | | Total long-term liabilities | $2,760 | $1,312 | $1,448 | 110.37% | | Total liabilities | $29,382 | $23,507 | $5,875 | 25.00% | | Total stockholders' equity | $31,833 | $31,641 | $192 | 0.61% | [Condensed Consolidated Statements of Operations](index=7&type=section&id=Condensed%20Consolidated%20Statements%20of%20Operations) The company reported significant sales growth and a return to net income for both the three and six months ended June 30, 2025, compared to net losses in the prior year, driven by increased gross profit despite higher operating expenses Condensed Consolidated Statements of Operations (3 Months Ended June 30, in thousands) | Metric (in thousands) | 3 Months Ended June 30, 2025 | 3 Months Ended June 30, 2024 | YoY Change ($) | YoY Change (%) | | :-------------------- | :--------------------------- | :--------------------------- | :------------- | :------------- | | Total Sales | $32,577 | $16,693 | $15,884 | 95.15% | | Total Cost of Sales | $22,708 | $11,226 | $11,482 | 102.28% | | Gross Profit | $9,869 | $5,467 | $4,402 | 80.52% | | Operating Expenses | $9,474 | $6,575 | $2,899 | 44.09% | | Income (Loss) from Operations | $395 | $(1,108) | $1,503 | 135.65% | | Net Income (Loss) | $643 | $(1,025) | $1,668 | 162.73% | | Basic EPS | $0.03 | $(0.06) | $0.09 | 150.00% | | Diluted EPS | $0.03 | $(0.06) | $0.09 | 150.00% | Condensed Consolidated Statements of Operations (6 Months Ended June 30, in thousands) | Metric (in thousands) | 6 Months Ended June 30, 2025 | 6 Months Ended June 30, 2024 | YoY Change ($) | YoY Change (%) | | :-------------------- | :--------------------------- | :--------------------------- | :------------- | :------------- | | Total Sales | $61,271 | $35,520 | $25,751 | 72.49% | | Total Cost of Sales | $42,920 | $24,440 | $18,480 | 75.61% | | Gross Profit | $18,351 | $11,080 | $7,271 | 65.62% | | Operating Expenses | $18,491 | $12,857 | $5,634 | 43.82% | | Income (Loss) from Operations | $(140) | $(1,777) | $1,637 | 92.12% | | Net Income (Loss) | $250 | $(1,516) | $1,766 | 116.50% | | Basic EPS | $0.01 | $(0.08) | $0.09 | 112.50% | | Diluted EPS | $0.01 | $(0.08) | $0.09 | 112.50% | [Condensed Consolidated Statements of Comprehensive Income (Loss)](index=8&type=section&id=Condensed%20Consolidated%20Statements%20of%20Comprehensive%20Income%20%28Loss%29) The company reported comprehensive income for the three and six months ended June 30, 2025, a significant improvement from comprehensive losses in the prior year, primarily due to positive net income and unrealized gains on investments Condensed Consolidated Statements of Comprehensive Income (Loss) (in thousands) | Metric (in thousands) | 3 Months Ended June 30, 2025 | 3 Months Ended June 30, 2024 | 6 Months Ended June 30, 2025 | 6 Months Ended June 30, 2024 | | :-------------------- | :--------------------------- | :--------------------------- | :--------------------------- | :--------------------------- | | Net income (loss) | $643 | $(1,025) | $250 | $(1,516) | | Unrealized gain (loss) on investment, net of tax | $33 | $48 | $48 | $(19) | | Comprehensive income (loss) | $676 | $(977) | $298 | $(1,535) | [Condensed Consolidated Statements of Stockholders' Equity](index=9&type=section&id=Condensed%20Consolidated%20Statements%20of%20Stockholders%27%20Equity) Stockholders' equity increased slightly from December 31, 2024, to June 30, 2025, primarily due to net income and other comprehensive income, partially offset by stock repurchases and an increase in accumulated deficit in Q1 2025 Condensed Consolidated Statements of Stockholders' Equity (in thousands) | Metric (in thousands) | Balance, January 1, 2025 | Balance, June 30, 2025 | | :-------------------- | :----------------------- | :--------------------- | | Common Stock Value | $2 | $2 | | Additional Paid-in Capital | $38,391 | $38,285 | | Accumulated Other Comprehensive Income (Loss) | $(10) | $38 | | Accumulated Deficit | $(6,742) | $(6,492) | | Total Stockholders' Equity | $31,641 | $31,833 | - The company repurchased **110,293 ordinary shares** for **$146 thousand** during the six months ended June 30, 2025[21](index=21&type=chunk) - Stock-based compensation added **$40 thousand** to additional paid-in capital for the six months ended June 30, 2025[21](index=21&type=chunk) [Condensed Consolidated Statements of Cash Flows](index=10&type=section&id=Condensed%20Consolidated%20Statements%20of%20Cash%20Flows) Net cash provided by operating activities decreased significantly, while net cash provided by investing activities increased substantially, primarily due to proceeds from investment sales. Net cash used in financing activities decreased Condensed Consolidated Statements of Cash Flows (in thousands) | Cash Flow Activity (in thousands) | 6 Months Ended June 30, 2025 | 6 Months Ended June 30, 2024 | YoY Change ($) | YoY Change (%) | | :-------------------------------- | :--------------------------- | :--------------------------- | :------------- | :------------- | | Net cash provided by operating activities | $534 | $4,167 | $(3,633) | -87.18% | | Net cash provided by investing activities | $3,705 | $408 | $3,297 | 808.09% | | Net cash used in financing activities | $(527) | $(760) | $233 | -30.66% | | Net increase in cash | $3,712 | $3,815 | $(103) | -2.70% | | Cash and cash equivalents - Ending | $13,070 | $11,874 | $1,196 | 10.07% | - The decrease in operating cash flow was primarily due to an increase in accounts receivable and inventory due to sales growth, partially offset by higher earnings, increased accounts payable, accrued expenses, and rewards program liability[178](index=178&type=chunk) - The increase in investing cash flow was primarily driven by **$4.4 million** in proceeds from the sale of investments in 2025, compared to **$4.6 million** in 2024, and lower purchases of investments[24](index=24&type=chunk)[179](index=179&type=chunk) [Notes to the Unaudited Condensed Consolidated Financial Statements](index=12&type=section&id=Notes%20to%20the%20Unaudited%20Condensed%20Consolidated%20Financial%20Statements) These notes provide detailed disclosures on the company's accounting policies, financial instrument valuations, asset and liability breakdowns, acquisition details, revenue recognition, and segment information, offering crucial context to the condensed financial statements [A. ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES](index=12&type=section&id=A.%20ORGANIZATION%20AND%20SUMMARY%20OF%20SIGNIFICANT%20ACCOUNTING%20POLICIES) This section outlines the company's corporate structure, business operations as an outsourced marketing solutions provider, and key accounting principles, including the Gander Group acquisition, revenue recognition, goodwill impairment, and recent accounting pronouncements - Stran & Company, Inc. re-incorporated in Nevada on May 24, 2021, and acquired Gander Group assets in August 2024, treated as a business combination[28](index=28&type=chunk)[29](index=29&type=chunk) - The company operates as an outsourced marketing solutions provider, selling branded products and offering e-commerce, creative, warehousing, and loyalty programs[29](index=29&type=chunk) - For the three and six months ended June 30, 2025, the company had no major customers accounting for more than **10% of revenues**, but one customer accounted for **16.7% of total accounts receivable** as of June 30, 2025[34](index=34&type=chunk) - The company adopted ASU 2024-01 (Compensation – Stock Compensation) on January 1, 2025, with no material impact, and is evaluating ASU 2023-09 (Income Taxes) and ASU 2024-03 (Expense Disaggregation) for future impact[53](index=53&type=chunk)[54](index=54&type=chunk)[55](index=55&type=chunk)[56](index=56&type=chunk)[57](index=57&type=chunk)[58](index=58&type=chunk) [B. FAIR VALUE MEASUREMENTS](index=20&type=section&id=B.%20FAIR%20VALUE%20MEASUREMENTS) The company's fair value measurements primarily involve Level 1 investments (money market, corporate bonds, mutual funds, US Treasury bills) and Level 3 earn-out liabilities, with no transfers between levels during the quarter Fair Value Measurements (in thousands) | Asset/Liability | Level | June 30, 2025 (in thousands) | December 31, 2024 (in thousands) | | :---------------- | :---- | :--------------------------- | :------------------------------- | | Investments | 1 | $4,997 | $8,856 | | Earn-out liabilities | 3 | $560 | $711 | Investment Fair Value Breakdown (June 30, 2025, in thousands) | Investment Type (June 30, 2025) | Cost (in thousands) | Unrealized Gain (Loss) (in thousands) | Fair Value (in thousands) | | :------------------------------ | :------------------ | :------------------------------------ | :------------------------ | | Money market fund | $1,363 | $— | $1,363 | | Corporate bonds | $2,562 | $7 | $2,569 | | Mutual funds | $267 | $— | $267 | | US Treasury bills | $798 | $— | $798 | | **Total Investments** | **$4,990** | **$7** | **$4,997** | - Earn-out liabilities, associated with acquisitions, decreased from **$711 thousand** at December 31, 2024, to **$560 thousand** at June 30, 2025, after **$151 thousand** in payments[63](index=63&type=chunk)[66](index=66&type=chunk) [C. INVENTORY](index=21&type=section&id=C.%20INVENTORY) Inventory increased from December 31, 2024, to June 30, 2025, primarily driven by an increase in finished goods (branded products) Inventory (in thousands) | Inventory Type (in thousands) | June 30, 2025 | December 31, 2024 | | :---------------------------- | :------------ | :---------------- | | Finished goods (branded products) | $6,638 | $5,093 | | Goods in process (un-branded products) | $98 | $296 | | **Total Inventory** | **$6,736** | **$5,389** | [D. PROPERTY AND EQUIPMENT, NET](index=21&type=section&id=D.%20PROPERTY%20AND%20EQUIPMENT,%20NET) Net property and equipment slightly decreased, with an increase in gross assets offset by higher accumulated depreciation. Depreciation expense increased for both the three and six months ended June 30, 2025, compared to 2024 Property and Equipment, Net (in thousands) | Asset Category (in thousands) | June 30, 2025 | December 31, 2024 | | :---------------------------- | :------------ | :---------------- | | Leasehold improvements | $6 | $— | | Office furniture and equipment | $688 | $660 | | Software | $3,142 | $2,967 | | Transportation equipment | $62 | $62 | | **Gross Property and Equipment** | **$3,892** | **$3,695** | | Accumulated depreciation | $(2,274) | $(1,994) | | **Net Property and Equipment** | **$1,618** | **$1,701** | Depreciation Expense (in thousands) | Depreciation Expense (in thousands) | 3 Months Ended June 30, 2025 | 3 Months Ended June 30, 2024 | 6 Months Ended June 30, 2025 | 6 Months Ended June 30, 2024 | | :---------------------------------- | :--------------------------- | :--------------------------- | :--------------------------- | :--------------------------- | | Depreciation expense | $143 | $126 | $285 | $170 | [E. GOODWILL AND INTANGIBLE ASSETS](index=22&type=section&id=E.%20GOODWILL%20AND%20INTANGIBLE%20ASSETS) Goodwill remained stable at $2,321 thousand, primarily from the Gander Group acquisition. Net intangible assets, mainly customer lists, decreased due to amortization, with future amortization expenses projected Goodwill and Intangible Assets (in thousands) | Asset Category (in thousands) | June 30, 2025 Net Carrying Amount | December 31, 2024 Net Carrying Amount | | :---------------------------- | :-------------------------------- | :------------------------------------ | | Goodwill | $2,321 | $2,321 | | Customer lists, net | $3,934 | $4,170 | | Trade name | $654 | $654 | Amortization Expense (in thousands) | Amortization Expense (in thousands) | 3 Months Ended June 30, 2025 | 3 Months Ended June 30, 2024 | 6 Months Ended June 30, 2025 | 6 Months Ended June 30, 2024 | | :---------------------------------- | :--------------------------- | :--------------------------- | :--------------------------- | :--------------------------- | | Amortization expense | $106 | $85 | $236 | $171 | Estimated Future Amortization Expense (in thousands) | Fiscal Year | Estimated Amortization Expense (in thousands) | | :---------- | :-------------------------------------------- | | Remainder of 2025 | $246 | | 2026 | $488 | | 2027 | $488 | | 2028 | $488 | | 2029 | $488 | | Thereafter | $1,736 | | **Total** | **$3,934** | [F. ACQUISITIONS](index=22&type=section&id=F.%20ACQUISITIONS) The company completed the Gander Group Acquisition in August 2024 for $1,469 thousand, expanding its customer base in the promotional products sector. The acquisition resulted in significant goodwill and customer relationships - On August 23, 2024, Stran Loyalty Solutions acquired substantially all assets of Gander Group to expand its customer base to other industries[72](index=72&type=chunk) Acquisition Consideration (in thousands) | Consideration (in thousands) | Amount | | :--------------------------- | :----- | | Cash payments | $1,099 | | Gander release agreement payments | $370 | | **Total consideration** | **$1,469** | Purchase Price Allocation (in thousands) | Purchase Price Allocation (in thousands) | Amount | | :--------------------------------------- | :----- | | Accounts receivable | $1,717 | | Prepaid expenses and other assets | $946 | | Inventory | $939 | | Customer relationships | $1,458 | | Goodwill | $2,542 | | Trade name | $654 | | Other long-term assets | $58 | | Accounts payable and accrued expenses | $(4,698) | | Customer deposits | $(2,147) | | **Total consideration** | **$1,469** | [G. ACCOUNTS PAYABLE AND ACCRUED EXPENSES](index=24&type=section&id=G.%20ACCOUNTS%20PAYABLE%20AND%20ACCRUED%20EXPENSES) Accounts payable and accrued expenses increased from December 31, 2024, to June 30, 2025, primarily due to higher inventory purchases Accounts Payable and Accrued Expenses (in thousands) | Category (in thousands) | June 30, 2025 | December 31, 2024 | | :---------------------- | :------------ | :---------------- | | Inventory purchases | $7,514 | $6,363 | | Accrued expenses | $1,999 | $2,556 | | **Total** | **$9,513** | **$8,919** | [H. REWARD CARD PROGRAM LIABILITY](index=24&type=section&id=H.%20REWARD%20CARD%20PROGRAM%20LIABILITY) The company's reward card program liability increased significantly from December 31, 2024, to June 30, 2025, reflecting higher customer deposits Rewards Program Liability (in thousands) | Metric (in thousands) | June 30, 2025 | December 31, 2024 | | :-------------------- | :------------ | :---------------- | | Rewards program liability | $9,000 | $6,000 | [I. INSTALLMENT PAYMENT LIABILITIES](index=24&type=section&id=I.%20INSTALLMENT%20PAYMENT%20LIABILITIES) Installment payment liabilities decreased from December 31, 2024, to June 30, 2025, due to payments made, partially offset by interest accretion Installment Payment Liabilities (in thousands) | Metric (in thousands) | Amount | | :-------------------- | :----- | | Balance as of December 31, 2024 | $790 | | Interest accretion | $23 | | Payments made | $(230) | | Balance as of June 30, 2025 | $583 | | Current portion | $158 | | Long-term portion | $425 | [J. REVENUE](index=25&type=section&id=J.%20REVENUE) Revenue significantly increased across most product categories for both the three and six months ended June 30, 2025, with the Casino continuity program being a new and substantial contributor. Unearned revenue also increased Revenue by Category (in thousands) | Revenue Category (in thousands) | 3 Months Ended June 30, 2025 | 3 Months Ended June 30, 2024 | 6 Months Ended June 30, 2025 | 6 Months Ended June 30, 2024 | | :------------------------------ | :--------------------------- | :--------------------------- | :--------------------------- | :--------------------------- | | Promotional products - dropshipping | $11,953 | $8,128 | $21,138 | $16,538 | | Promotional products – bulk dropshipping | $3,584 | $3,123 | $9,915 | $8,889 | | Promotional products – Company owned inventory | $4,296 | $3,605 | $7,190 | $6,204 | | Casino continuity program | $10,197 | $— | $17,565 | $— | | Promotional products – third-party distributor | $2,102 | $1,402 | $4,697 | $3,076 | | Rewards program | $365 | $254 | $590 | $540 | | Additional services | $80 | $181 | $176 | $273 | | **Total Sales** | **$32,577** | **$16,693** | **$61,271** | **$35,520** | Unearned Revenue (in thousands) | Unearned Revenue (in thousands) | June 30, 2025 | June 30, 2024 | | :------------------------------ | :------------ | :------------ | | Balance at January 1, | $4,423 | $1,116 | | Revenue recognized | $(4,920) | $(1,042) | | Amounts collected or invoiced | $5,314 | $780 | | **Unearned revenue (end of period)** | **$4,817** | **$854** | [K. COMMITMENTS AND CONTINGENCIES](index=25&type=section&id=K.%20COMMITMENTS%20AND%20CONTINGENCIES) The company is not involved in any material legal proceedings. It has several operating lease agreements for office and warehouse spaces, with new leases commencing in 2025, leading to increased operating lease expenses and future payment obligations - The company is not currently involved in any legal proceedings expected to have a material adverse effect on its financial position or results of operations[85](index=85&type=chunk) - New operating leases commenced in January and June 2025 for office spaces in Irvine, CA, and North Quincy, MA, respectively, contributing to an increase in right-of-use assets and lease liabilities[91](index=91&type=chunk)[92](index=92&type=chunk) Operating Lease Expenses (in thousands) | Operating Lease Expenses (in thousands) | 3 Months Ended June 30, 2025 | 3 Months Ended June 30, 2024 | 6 Months Ended June 30, 2025 | 6 Months Ended June 30, 2024 | | :-------------------------------------- | :--------------------------- | :--------------------------- | :--------------------------- | :--------------------------- | | Operating lease expenses | $194 | $154 | $395 | $326 | Operating Lease Maturities (in thousands) | Operating Lease Maturities (in thousands) | Amount | | :---------------------------------------- | :----- | | Remainder of 2025 | $375 | | 2026 | $702 | | 2027 | $679 | | 2028 | $335 | | 2029 | $276 | | Thereafter | $693 | | **Total future non-cancelable minimum lease payments** | **$3,060** | [L. STOCKHOLDERS' EQUITY](index=28&type=section&id=L.%20STOCKHOLDERS%27%20EQUITY) The company has 300 million authorized common shares, with 18.5 million outstanding as of June 30, 2025. It has significant outstanding warrants from its IPO and PIPE offerings and actively repurchased shares under its authorized program during Q2 2025 - As of June 30, 2025, **18,546,461 common shares** were issued and outstanding[95](index=95&type=chunk) - The company has **10,074,195 warrants outstanding** as of June 30, 2025, with a weighted-average exercise price of **$4.91** and a remaining life of **2.5 years**[98](index=98&type=chunk) Stock Repurchase Program (2025) | Period (2025) | Total Shares Purchased | Average Price Paid Per Share | Maximum Dollar Value of Shares that May Yet be Purchased (in thousands) | | :------------ | :--------------------- | :--------------------------- | :-------------------------------------------------------------------- | | April 1 - April 30 | — | $— | $6,617 | | May 1 - May 31 | 30,949 | $1.21 | $6,576 | | June 1 - June 30 | 79,344 | $1.37 | $6,472 | [M. STOCK-BASED COMPENSATION](index=29&type=section&id=M.%20STOCK-BASED%20COMPENSATION) Stock-based compensation expense increased for the three months ended June 30, 2025, but decreased for the six-month period, primarily due to changes in restricted stock awards. The 2021 Plan has 983,905 shares available for issuance - As of June 30, 2025, **983,905 shares** of common stock are available for issuance under the 2021 Equity Incentive Plan[103](index=103&type=chunk) Stock-based Compensation Expense (in thousands) | Compensation Type (in thousands) | 3 Months Ended June 30, 2025 | 3 Months Ended June 30, 2024 | 6 Months Ended June 30, 2025 | 6 Months Ended June 30, 2024 | | :------------------------------- | :--------------------------- | :--------------------------- | :--------------------------- | :--------------------------- | | Stock options | $2 | $17 | $10 | $17 | | Restricted stock | $29 | $3 | $30 | $153 | | **Total Stock-based compensation** | **$31** | **$20** | **$40** | **$170** | Stock Option Activity (6 Months Ended June 30, 2025) | Stock Option Activity (6 Months Ended June 30, 2025) | Shares | Weighted Average Exercise Price | | :----------------------------------- | :---------- | :------------------------------ | | Outstanding at December 31, 2024 | 1,376,333 | $4.03 | | Granted | 45,000 | $1.34 | | Forfeited or expired and other adjustments | (17,167) | $3.72 | | **Outstanding at June 30, 2025** | **1,404,166** | **$3.91** | | Vested and exercisable at June 30, 2025 | 1,261,167 | $4.02 | [N. INCOME (LOSS) PER SHARE](index=30&type=section&id=N.%20INCOME%20%28LOSS%29%20PER%20SHARE) Basic and diluted net income per share were positive for the three and six months ended June 30, 2025, a reversal from losses in the prior year. Dilutive securities, primarily stock options, were included in the 2025 calculation, while all potentially dilutive securities were anti-dilutive in 2024 due to net losses Income (Loss) Per Share (in thousands, except per share data) | Metric | 3 Months Ended June 30, 2025 | 6 Months Ended June 30, 2025 | | :---------------------------------------------------------------- | :--------------------------- | :--------------------------- | | Net income (in thousands) | $643 | $250 | | Weighted average number of shares of common stock outstanding (Basic) | 18,592,339 | 18,600,373 | | Basic net income per common share | $0.03 | $0.01 | | Weighted average number of shares of common stock outstanding (Diluted) | 18,596,826 | 18,603,432 | | Diluted net income per common share | $0.03 | $0.01 | - For the three and six months ended June 30, 2024, all warrants and stock options were excluded from diluted EPS calculation as their effect was anti-dilutive due to net losses[111](index=111&type=chunk) Potentially Dilutive Securities (Shares) | Potentially Dilutive Securities (Shares) | 3 Months Ended June 30, 2025 | 6 Months Ended June 30, 2025 | 3 & 6 Months Ended June 30, 2024 | | :--------------------------------------- | :--------------------------- | :--------------------------- | :------------------------------- | | Warrants | 10,074,195 | 10,074,195 | 10,074,195 | | Stock options | 1,256,680 | 1,258,108 | 1,379,167 | | **Total** | **11,330,875** | **11,332,303** | **11,453,362** | [O. SEGMENTS](index=31&type=section&id=O.%20SEGMENTS) The company operates in two reportable segments: Stran (outsourced marketing solutions) and SLS (casino, gaming, and entertainment industries, primarily from the Gander Group acquisition). SLS significantly contributed to sales and gross profit in 2025, while Stran maintained consistent operations - The Stran segment focuses on outsourced marketing solutions and promotional products for various industries[114](index=114&type=chunk) - The SLS segment, formed after the August 2024 Gander Group acquisition, specializes in promotional products for the casino, gaming, and entertainment industries[116](index=116&type=chunk)[122](index=122&type=chunk) Segment Financials (Q2, in thousands) | Segment Financials (in thousands) | Stran (Q2 2025) | SLS (Q2 2025) | Total (Q2 2025) | Stran (Q2 2024) | SLS (Q2 2024) | Total (Q2 2024) | | :-------------------------------- | :-------------- | :------------ | :-------------- | :-------------- | :------------ | :-------------- | | Sales | $21,765 | $10,812 | $32,577 | $16,693 | $— | $16,693 | | Gross profit | $7,594 | $2,275 | $9,869 | $5,467 | $— | $5,467 | | Operating income (loss) | $166 | $229 | $395 | $(1,108) | $— | $(1,108) | Segment Financials (YTD, in thousands) | Segment Financials (in thousands) | Stran (YTD 2025) | SLS (YTD 2025) | Total (YTD 2025) | Stran (YTD 2024) | SLS (YTD 2024) | Total (YTD 2024) | | :-------------------------------- | :--------------- | :------------- | :--------------- | :--------------- | :------------- | :--------------- | | Sales | $42,700 | $18,571 | $61,271 | $35,520 | $— | $35,520 | | Gross profit | $14,385 | $3,966 | $18,351 | $11,080 | $— | $11,080 | | Operating income (loss) | $93 | $(233) | $(140) | $(1,777) | $— | $(1,777) | [P. CREDIT LOSSES](index=34&type=section&id=P.%20CREDIT%20LOSSES) The company's allowance for credit losses increased significantly for the six months ended June 30, 2025, reflecting changes in expected credit losses - The company assesses creditworthiness through credit reviews, financial statement analysis, and considers economic conditions to determine the allowance for credit losses[124](index=124&type=chunk) Allowance for Credit Losses (in thousands) | Allowance for Credit Losses (in thousands) | June 30, 2025 | June 30, 2024 | | :--------------------------------------- | :------------ | :------------ | | Balance, beginning of period | $(791) | $(317) | | Current period change | $238 | $167 | | Current period change for expected credit losses | $(598) | $(288) | | **Balance, end of period** | **$(1,151)** | **$(438)** | [Q. RELATED PARTY TRANSACTIONS](index=34&type=section&id=Q.%20RELATED%20PARTY%20TRANSACTIONS) The company has an outstanding accounts receivable balance from Innovative Genetics, a related party, and made payments to Engage & Excel Enterprises Inc. for consulting services Related Party Transactions (in thousands) | Related Party | Relationship | Nature | June 30, 2025 (in thousands) | December 31, 2024 (in thousands) | | :-------------- | :----------- | :----- | :--------------------------- | :------------------------------- | | Innovative Genetics, Inc. | Former board member's company | License for logos/trademarks on products | $402 | $573 | - The company paid Engage & Excel Enterprises Inc., a company led by a board member, approximately **$5 thousand** for consulting services as of June 30, 2025, down from **$26 thousand** as of December 31, 2024[128](index=128&type=chunk) [ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS](index=35&type=section&id=ITEM%202.%20MANAGEMENT%27S%20DISCUSSION%20AND%20ANALYSIS%20OF%20FINANCIAL%20CONDITION%20AND%20RESULTS%20OF%20OPERATIONS) This section provides management's perspective on the company's financial performance, condition, and future outlook, highlighting significant increases in sales and gross profit, a return to net income, and the impact of the Gander Group acquisition. It also discusses liquidity, capital resources, and critical accounting estimates [Use of Terms](index=35&type=section&id=Use%20of%20Terms) This section defines key terms used throughout the report, clarifying references to 'we,' 'us,' 'our,' 'Company,' 'Stran,' 'Stran Loyalty Solutions,' and 'Gander Group Louisiana' to ensure consistent understanding - References to 'we,' 'us,' 'our,' and the 'Company' refer to Stran & Company, Inc. and its consolidated subsidiaries[130](index=130&type=chunk) - 'Stran Loyalty Solutions' or 'SLS' refers to Stran Loyalty Solutions, LLC, a wholly-owned subsidiary[130](index=130&type=chunk) - 'Gander Group Louisiana' refers to Gander Group Louisiana, LLC, a wholly-owned subsidiary of Stran Loyalty Solutions[130](index=130&type=chunk) [Special Note Regarding Forward-Looking Statements](index=35&type=section&id=Special%20Note%20Regarding%20Forward-Looking%20Statements) This section cautions readers that the report contains forward-looking statements based on management's beliefs and assumptions, which involve known and unknown risks and uncertainties that could cause actual results to differ materially. It lists various factors that could impact future performance, including trade matters and competition - The report contains forward-looking statements about future events, financial performance, and business development, which are subject to known and unknown risks and uncertainties[131](index=131&type=chunk)[132](index=132&type=chunk) - Factors that may cause actual results to differ include evolving trade matters (e.g., tariffs on Chinese imports), competition, and the ability to acquire/retain customers[134](index=134&type=chunk)[141](index=141&type=chunk) - The company has historically imported many goods from China, and tariffs have led to price increases and efforts to shift suppliers, but cost-effective mitigation is limited due to market conditions and tariff uncertainties[141](index=141&type=chunk) [Overview](index=37&type=section&id=Overview) Stran & Company, Inc. is an outsourced marketing solutions provider specializing in branded products and comprehensive services. The company experienced significant sales growth in Q2 and YTD 2025, largely due to the Gander Group acquisition and increased client spending, while navigating challenges from evolving trade tariffs - The company is an outsourced marketing solutions provider, offering branded products, e-commerce solutions, creative services, warehousing, and loyalty programs[137](index=137&type=chunk)[138](index=138&type=chunk) - Program clients accounted for **80.2% of total revenue** for the three months and **81.8%** for the six months ended June 30, 2025, indicating a focus on longer-lasting relationships[140](index=140&type=chunk) Total Sales and YoY Growth (in millions) | Metric | 3 Months Ended June 30, 2025 | 3 Months Ended June 30, 2024 | 6 Months Ended June 30, 2025 | 6 Months Ended June 30, 2024 | | :----- | :--------------------------- | :--------------------------- | :--------------------------- | :--------------------------- | | Total Sales | $32.6 million | $16.7 million | $61.3 million | $35.5 million | | YoY Growth | 95.2% | - | 72.5% | - | - Sales growth was attributed to higher spending from existing clients, new customers, and the acquisition of Gander Group assets in August 2024[142](index=142&type=chunk) [Emerging Growth Company and Smaller Reporting Company Status](index=38&type=section&id=Emerging%20Growth%20Company%20and%20Smaller%20Reporting%20Company%20Status) The company qualifies as an 'emerging growth company' and 'smaller reporting company,' allowing it to rely on exemptions from certain disclosure requirements, including auditor attestation, scaled executive compensation disclosures, and delayed adoption of new accounting standards - As an emerging growth company, the company is exempt from auditor reports on internal control, presenting three years of audited financial statements (can present two), and certain executive compensation disclosures[144](index=144&type=chunk)[147](index=147&type=chunk) - The company has elected to use the extended transition period for complying with new or revised financial accounting standards, potentially making its financial statements not comparable to other companies[144](index=144&type=chunk) - The company will remain an emerging growth company until the earliest of five years post-IPO, **$1.07 billion** in annual gross revenues, becoming a large accelerated filer, or issuing over **$1.0 billion** in non-convertible debt[145](index=145&type=chunk) [Principal Factors Affecting Our Financial Performance](index=38&type=section&id=Principal%20Factors%20Affecting%20Our%20Financial%20Performance) The company's financial performance is primarily influenced by its ability to acquire and retain customers, competitive pricing, product offerings, industry demand, competition, technology leverage, employee talent, and successful acquisitions and integrations - Key factors include the ability to acquire and retain customers, offer competitive product pricing, and broaden product offerings[148](index=148&type=chunk) - Industry demand, competition, leveraging technology, attracting and retaining talented employees, and successful acquisitions are also critical[148](index=148&type=chunk)[152](index=152&type=chunk) [Results of Operations](index=40&type=section&id=Results%20of%20Operations) The company achieved substantial sales growth and a return to net income for both the three and six months ended June 30, 2025, compared to the prior year, primarily driven by the Gander Group acquisition and increased activity in the Stran segment. Gross profit increased, though gross profit margin slightly decreased due to the lower margin profile of the acquired business [Comparison of Three Months Ended June 30, 2025 and 2024](index=40&type=section&id=Comparison%20of%20Three%20Months%20Ended%20June%2030,%202025%20and%202024) Total sales increased by 95.2% to $32.6 million, driven by the Gander Group acquisition (SLS segment) and higher spending from existing Stran clients. Gross profit increased by 80.5% to $9.9 million, but the gross profit margin decreased to 30.3% due to the lower margin of the SLS segment. The company achieved a net income of $0.6 million, a significant improvement from a net loss of $(1.0) million in the prior year Sales by Segment (3 Months Ended June 30, in thousands) | Metric (in thousands) | June 30, 2025 | June 30, 2024 | Change ($) | Change (%) | | :-------------------- | :------------ | :------------ | :--------- | :--------- | | Total Sales | $32,577 | $16,693 | $15,884 | 95.2% | | Stran Sales | $21,765 | $16,693 | $5,072 | 30.4% | | SLS Sales | $10,812 | $— | $10,812 | 100.0% | Cost of Sales and Gross Profit (3 Months Ended June 30, in thousands) | Metric (in thousands) | June 30, 2025 | June 30, 2024 | Change ($) | Change (%) | | :-------------------- | :------------ | :------------ | :--------- | :--------- | | Total Cost of Sales | $22,708 | $11,226 | $11,482 | 102.3% | | Total Gross Profit | $9,869 | $5,467 | $4,402 | 80.5% | | Total Gross Profit Margin | 30.3% | 32.8% | -2.5 pp | -7.6% | | Stran Gross Profit Margin | 34.9% | 32.8% | +2.1 pp | 6.4% | | SLS Gross Profit Margin | 21.0% | — | - | - | Operating Expenses and Net Income (3 Months Ended June 30, in thousands) | Metric (in thousands) | June 30, 2025 | June 30, 2024 | Change ($) | Change (%) | | :-------------------- | :------------ | :------------ | :--------- | :--------- | | Total Operating Expenses | $9,474 | $6,575 | $2,899 | 44.1% | | Total Operating Expenses (% of sales) | 29.1% | 39.4% | -10.3 pp | -26.1% | | Net Income (Loss) | $643 | $(1,025) | $1,668 | 162.7% | [Comparison of Six Months Ended June 30, 2025 and 2024](index=44&type=section&id=Comparison%20of%20Six%20Months%20Ended%20June%2030,%202025%20and%202024) Total sales increased by 72.5% to $61.3 million, primarily due to the Gander Group acquisition (SLS segment) and increased client activity in the Stran segment. Gross profit increased by 65.6% to $18.4 million, with the overall gross profit margin decreasing to 30.0% due to the lower margin profile of the SLS segment. The company reported a net income of $0.3 million, a significant improvement from a net loss of $(1.5) million in the prior year Sales by Segment (6 Months Ended June 30, in thousands) | Metric (in thousands) | June 30, 2025 | June 30, 2024 | Change ($) | Change (%) | | :-------------------- | :------------ | :------------ | :--------- | :--------- | | Total Sales | $61,271 | $35,520 | $25,751 | 72.5% | | Stran Sales | $42,700 | $35,520 | $7,180 | 20.2% | | SLS Sales | $18,571 | $— | $18,571 | 100.0% | Cost of Sales and Gross Profit (6 Months Ended June 30, in thousands) | Metric (in thousands) | June 30, 2025 | June 30, 2024 | Change ($) | Change (%) | | :-------------------- | :------------ | :------------ | :--------- | :--------- | | Total Cost of Sales | $42,920 | $24,440 | $18,480 | 75.6% | | Total Gross Profit | $18,351 | $11,080 | $7,271 | 65.6% | | Total Gross Profit Margin | 30.0% | 31.2% | -1.2 pp | -3.8% | | Stran Gross Profit Margin | 33.7% | 31.2% | +2.5 pp | 8.0% | | SLS Gross Profit Margin | 21.4% | — | - | - | Operating Expenses and Net Income (6 Months Ended June 30, in thousands) | Metric (in thousands) | June 30, 2025 | June 30, 2024 | Change ($) | Change (%) | | :-------------------- | :------------ | :------------ | :--------- | :--------- | | Total Operating Expenses | $18,491 | $12,857 | $5,634 | 43.8% | | Total Operating Expenses (% of sales) | 30.2% | 36.2% | -6.0 pp | -16.6% | | Net Income (Loss) | $250 | $(1,516) | $1,766 | 116.5% | [Liquidity and Capital Resources](index=47&type=section&id=Liquidity%20and%20Capital%20Resources) The company's cash and cash equivalents increased to $13.1 million, with operations primarily financed through prior equity offerings and current operations. While current cash levels are deemed sufficient for the next 12 months, the company may seek additional financing for future growth or acquisitions. The revolving line of credit with Salem Five Cents was terminated in 2024, and a factoring arrangement for Stran Loyalty Solutions was terminated in February 2025 Cash and Investments (in thousands) | Metric (in thousands) | June 30, 2025 | June 30, 2024 | | :-------------------- | :------------ | :------------ | | Cash and cash equivalents | $13,070 | $11,874 | | Investments | $4,997 | $8,856 | - The company believes current cash levels are sufficient for anticipated needs for the next 12 months and long-term, but may require additional financing for expansion or acquisitions[176](index=176&type=chunk) - The **$7.0 million** Revolving Demand Line of Credit with Salem Five Cents was terminated in September 2024 due to a policy conflict regarding a factoring arrangement for Stran Loyalty Solutions, which itself was terminated in February 2025[192](index=192&type=chunk)[193](index=193&type=chunk)[194](index=194&type=chunk) [Contractual Obligations](index=51&type=section&id=Contractual%20Obligations) The company has significant future minimum lease payments for property leases, totaling $3.06 million, with new leases commencing in 2025. It also manages reward card programs with associated liabilities - New seven-year lease for office space in North Quincy, MA, commenced June 1, 2025, and a 36-month lease for office space in Irvine, CA, commenced January 1, 2025[201](index=201&type=chunk)[202](index=202&type=chunk) Total Future Non-Cancelable Minimum Lease Payments (in thousands) | Fiscal Year | Total Future Non-Cancelable Minimum Lease Payments (in thousands) | | :---------- | :---------------------------------------------------------------- | | Remainder of 2025 | $375 | | 2026 | $702 | | 2027 | $679 | | 2028 | $335 | | 2029 | $276 | | Thereafter | $693 | | **Total** | **$3,060** | - The company manages reward card programs for clients, with net deposits totaling approximately **$0.4 million** as of June 30, 2025[204](index=204&type=chunk) [Critical Accounting Estimates](index=51&type=section&id=Critical%20Accounting%20Estimates) The company's critical accounting estimates involve the valuation of goodwill and intangible assets, which require significant judgment and assumptions about future financial performance, market conditions, and discount rates. Impairment reviews are conducted annually or when circumstances indicate potential impairment - The valuation of goodwill and intangible assets is considered a critical accounting policy due to the significant estimates and assumptions involved[206](index=206&type=chunk)[207](index=207&type=chunk) - Goodwill impairment tests involve qualitative assessments and quantitative testing using income and market approaches, requiring assumptions about future revenue growth, operating expenses, and discount rates[207](index=207&type=chunk)[208](index=208&type=chunk) - Impairment of long-lived assets is assessed when events or changes in circumstances indicate that carrying values may not be recoverable, involving assumptions about future business prospects and cash flows[209](index=209&type=chunk) [Recent Accounting Pronouncements](index=53&type=section&id=Recent%20Accounting%20Pronouncements) For a discussion of recently adopted and not yet adopted accounting pronouncements, refer to Note A.19 to the unaudited condensed consolidated financial statements - Refer to Note A.19 for details on recently adopted and not yet adopted accounting pronouncements[210](index=210&type=chunk) [ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT MARKET RISK](index=53&type=section&id=ITEM%203.%20QUANTITATIVE%20AND%20QUALITATIVE%20DISCLOSURE%20ABOUT%20MARKET%20RISK) This section states that there are no applicable quantitative and qualitative disclosures about market risk for the company - The company has no quantitative and qualitative disclosures about market risk to report[211](index=211&type=chunk) [ITEM 4. CONTROLS AND PROCEDURES](index=53&type=section&id=ITEM%204.%20CONTROLS%20AND%20PROCEDURES) Management concluded that the company's disclosure controls and procedures were not effective as of June 30, 2025, due to identified material weaknesses in internal control over financial reporting, particularly concerning complex accounting transactions, income tax provision, accounts receivable, unearned revenue, freight charges, inventory, cost of sales, related party transactions, and IT general controls. Remediation efforts are ongoing [Evaluation of Disclosure Controls and Procedures](index=53&type=section&id=Evaluation%20of%20Disclosure%20Controls%20and%20Procedures) The CEO and CFO concluded that disclosure controls and procedures were not effective as of June 30, 2025, due to material weaknesses in internal control over financial reporting, including issues with complex accounting transactions, income tax provision, accounts receivable, unearned revenue, freight charges, inventory, cost of sales, related party transactions, and IT general controls - Disclosure controls and procedures were deemed not effective as of June 30, 2025[212](index=212&type=chunk) - Material weaknesses were identified in internal controls related to the proper design and implementation of control over formal review, approval, and evaluation of complex accounting transactions associated with business combinations[212](index=212&type=chunk) - Additional material weaknesses included deficiencies in management's formal review process for accounts and reconciliations, income tax provision review, controls over accounts receivable, unearned revenue, freight charges, inventory, cost of sales, related party transactions, and certain information technology general controls[216](index=216&type=chunk) [Changes in Internal Control Over Financial Reporting](index=54&type=section&id=Changes%20in%20Internal%20Control%20Over%20Financial%20Reporting) Remediation actions for identified material weaknesses are ongoing, including utilizing external consultants for technical accounting, expanding and improving review processes, hiring additional accounting staff, and implementing enhancements related to the NetSuite ERP system. These weaknesses will not be considered fully remediated until controls operate effectively for a sufficient period - Remediation actions include utilizing external consultants for non-routine/technical accounting issues and expanding the review process for complex accounting transactions by enhancing access to literature, engaging third-party professionals, and hiring additional staff[216](index=216&type=chunk) - Management is performing an evaluation of processes and procedures, internal control design gaps, and recommending enhancements, including implementing improvements related to the January 2025 launch of the NetSuite ERP system[216](index=216&type=chunk) - The material weaknesses will not be considered fully remediated until additional controls and procedures have operated effectively for a sufficient period and management concludes their effectiveness through testing[213](index=213&type=chunk) [Inherent Limitation on the Effectiveness of Internal Control](index=54&type=section&id=Inherent%20Limitation%20on%20the%20Effectiveness%20of%20Internal%20Control) The effectiveness of any internal control system is subject to inherent limitations, including judgment in design and operation, and the inability to completely eliminate misconduct. Therefore, internal controls can only provide reasonable, not absolute, assurance, and their effectiveness may deteriorate over time due to changing conditions or compliance issues - Internal control systems are subject to inherent limitations, including the exercise of judgment and the inability to eliminate misconduct completely, providing only reasonable assurance[215](index=215&type=chunk) - Projections of effectiveness to future periods are subject to risks that controls may become inadequate due to changing conditions or deteriorating compliance[215](index=215&type=chunk) PART II. OTHER INFORMATION This section covers legal proceedings, risk factors, equity sales, defaults, mine safety, and other required disclosures and exhibits [ITEM 1. LEGAL PROCEEDINGS](index=55&type=section&id=ITEM%201.%20LEGAL%20PROCEEDINGS) The company is not currently involved in any legal proceedings that are expected to have a material adverse effect on its business, financial condition, or operating results - The company is not currently aware of any legal proceedings or claims that are believed to have a material adverse effect on its business, financial condition, or operating results[218](index=218&type=chunk) [ITEM 1A. RISK FACTORS](index=55&type=section&id=ITEM%201A.%20RISK%20FACTORS) There are no material changes to the risk factors previously disclosed in the company's Annual Report on Form 10-K for the year ended December 31, 2024 - No material changes from the risk factors previously disclosed in Item 1A of the Annual Report on Form 10-K for the year ending December 31, 2024[219](index=219&type=chunk) [ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS](index=55&type=section&id=ITEM%202.%20UNREGISTERED%20SALES%20OF%20EQUITY%20SECURITIES%20AND%20USE%20OF%20PROCEEDS) The company did not engage in any unregistered sales of equity securities during the reporting period. It continued its stock repurchase program, repurchasing shares in May and June 2025 under Rule 10b-18 and Rule 10b5-1 plans - No unregistered sales of equity securities occurred during the period covered by this report[220](index=220&type=chunk) Stock Repurchase Program (2025) | Period (2025) | Total Number of Shares Purchased | Average Price Paid Per Share | Maximum Approximate Dollar Value of Shares that May Yet be Purchased | | :------------ | :------------------------------- | :--------------------------- | :----------------------------------------------------------------- | | April 1 - April 30 | — | $— | $6,617,594 | | May 1 - May 31 | 30,949 | $1.21 | $6,575,864 | | June 1 - June 30 | 79,344 | $1.37 | $6,471,760 | - The company adopted broker repurchase instructions pursuant to Rule 10b-18 and Rule 10b5-1 on May 15, 2025, and June 30, 2025, respectively, under its authorized stock repurchase program[222](index=222&type=chunk) [ITEM 3. DEFAULTS UPON SENIOR SECURITIES](index=55&type=section&id=ITEM%203.%20DEFAULTS%20UPON%20SENIOR%20SECURITIES) There were no defaults upon senior securities during the reporting period - No defaults upon senior securities occurred[223](index=223&type=chunk) [ITEM 4. MINE SAFETY DISCLOSURES](index=55&type=section&id=ITEM%204.%20MINE%20SAFETY%20DISCLOSURES) This item is not applicable to the company - Mine safety disclosures are not applicable to the company[224](index=224&type=chunk) [ITEM 5. OTHER INFORMATION](index=57&type=section&id=ITEM%205.%20OTHER%20INFORMATION) The company has no information to disclose that was required but not reported in a Current Report on Form 8-K. There have been no material changes to director nomination procedures, and no directors or officers adopted or terminated Rule 10b5-1 trading plans during the quarter - No information required to be disclosed in a Current Report on Form 8-K was left unreported[226](index=226&type=chunk) - No material changes to the procedures for security holders to recommend director nominees[226](index=226&type=chunk) - No directors or officers adopted or terminated a Rule 10b5-1 trading plan or arrangement during the fiscal quarter ended June 30, 2025[227](index=227&type=chunk) [ITEM 6. EXHIBITS](index=57&type=section&id=ITEM%206.%20EXHIBITS) This section lists all exhibits filed as part of the Form 10-Q, including articles of incorporation, bylaws, director separation agreements, certifications, and XBRL-related documents - Exhibits include Articles of Incorporation, Amended and Restated Bylaws, Director Separation and Indemnification Agreements, Certifications of Principal Executive and Financial Officers (Sections 302 and 906 of Sarbanes-Oxley Act), and Inline XBRL documents[228](index=228&type=chunk)

[General Filing Information](index=1&type=section&id=General%20Filing%20Information) This section details the core identification and status of Stran & Company, Inc. for its Form 8-K filing, including registrant details and securities listings [Registrant and Filing Details](index=1&type=section&id=Registrant%20and%20Filing%20Details) This section provides the core identification details for Stran & Company, Inc. as the registrant, including its incorporation state, SEC file number, and principal executive offices, for this Form 8-K filing dated August 1, 2025 - The registrant is **STRAN & COMPANY, INC.**, filing a Form 8-K on August 1, 2025[2](index=2&type=chunk) Registrant and Filing Information | Detail | Value | | :--- | :--- | | **Registrant Name** | STRAN & COMPANY, INC. | | **Date of Report** | August 1, 2025 | | **Jurisdiction of Incorporation** | Nevada | | **Commission File Number** | 001-41038 | | **Principal Executive Offices** | 2 Heritage Drive, Suite 600, Quincy, MA 02171 | [Securities and Company Status](index=1&type=section&id=Securities%20and%20Company%20Status) Stran & Company, Inc. has its Common Stock and Warrants listed on The Nasdaq Stock Market LLC under symbols SWAG and SWAGW, respectively, and is designated as an Emerging Growth Company Listed Securities Details | Class of Security | Trading Symbol(s) | Exchange Registered | | :--- | :--- | :--- | | Common Stock, par value $0.0001 per share | SWAG | The Nasdaq Stock Market LLC | | Warrants, each warrant exercisable for one share of Common Stock at an exercise price of $4.81375 | SWAGW | The Nasdaq Stock Market LLC | - The registrant is an **Emerging Growth Company**[5](index=5&type=chunk) [Item 2.02 Results of Operations and Financial Condition](index=2&type=section&id=Item%202.02%20Results%20of%20Operations%20and%20Financial%20Condition) This section announces the upcoming release of Stran & Company, Inc.'s Q2 2025 financial results and includes a disclaimer regarding forward-looking statements [Q2 2025 Financial Results Announcement](index=2&type=section&id=Q2%202025%20Financial%20Results%20Announcement) Stran & Company, Inc. announced the upcoming release of its second fiscal quarter 2025 financial results on August 12, 2025, after market close, followed by a conference call on August 13, 2025. The related press release is furnished as Exhibit 99.1 but is not considered 'filed' for certain legal purposes - Stran & Company, Inc. will release its **Q2 2025 financial results** (ended June 30, 2025) after market close on **Tuesday, August 12, 2025**[6](index=6&type=chunk) - A conference call to discuss the results will be held at **10:00 A.M. Eastern Time** on **Wednesday, August 13, 2025**[6](index=6&type=chunk) - The press release (Exhibit 99.1) is furnished but not deemed 'filed' for purposes of Section 18 of the Exchange Act[6](index=6&type=chunk)[7](index=7&type=chunk) [Forward-Looking Statements Disclaimer](index=2&type=section&id=Forward-Looking%20Statements%20Disclaimer) The report includes a standard disclaimer regarding forward-looking statements, indicating they involve substantial risks and uncertainties, are based on current information, and are not guarantees of future performance. The Company explicitly states it does not undertake to publicly update these statements unless legally required - Forward-looking statements in the press release involve **substantial risks and uncertainties** and are not guarantees of future performance[8](index=8&type=chunk) - Such statements are identifiable by words like 'may,' 'will,' 'believes,' 'expects,' and relate to future events or financial/operating performance[8](index=8&type=chunk) - The Company does not undertake any obligation to publicly update these statements, except as required by law[8](index=8&type=chunk) [Item 9.01. Financial Statements and Exhibits](index=2&type=section&id=Item%209.01.%20Financial%20Statements%20and%20Exhibits) This section provides a list of all exhibits accompanying the Form 8-K filing, including the press release and interactive data file [Exhibits List](index=2&type=section&id=Exhibits%20List) This section lists the exhibits accompanying the Form 8-K filing, specifically the press release announcing the Q2 2025 financial results and the interactive data file for the cover page List of Exhibits | Exhibit No. | Description of Exhibit | | :--- | :--- | | 99.1 | Press Release dated August 1, 2025 | | 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) | [SIGNATURES](index=3&type=section&id=SIGNATURES) This section confirms the official signing and submission of the Form 8-K report by the authorized corporate officer [Report Authorization](index=3&type=section&id=Report%20Authorization) The Form 8-K report was duly signed on behalf of Stran & Company, Inc. on August 1, 2025, by its President and Chief Executive Officer, Andrew Shape, confirming its official submission - The report was signed on **August 1, 2025**, by **Andrew Shape**, President and Chief Executive Officer of STRAN & COMPANY, INC.[12](index=12&type=chunk)[13](index=13&type=chunk)

Core Viewpoint - Stran & Company, Inc. reported significant financial growth for the second quarter and first half of 2025, with a notable increase in sales and gross profit, while maintaining a strong balance sheet and executing a share repurchase program [1][2]. Financial Performance - Sales for the second quarter of 2025 increased by 95.2% year-over-year to approximately $32.6 million, up from $16.7 million in the same period of 2024 [2][3]. - For the first half of 2025, sales rose by 72.5% to roughly $61.3 million, compared to $35.5 million for the first half of 2024 [7]. - Gross profit for the second quarter increased by 80.5% to approximately $9.9 million, representing 30.3% of sales, down from 32.8% in the prior year [4]. - Gross profit for the first half of 2025 was approximately $18.4 million, a 65.6% increase, with a gross profit margin of 30.0%, down from 31.2% [8]. Operating Expenses and Net Income - Operating expenses for the second quarter increased by 44.1% to approximately $9.5 million, but as a percentage of sales, they decreased to 29.1% from 39.4% [5]. - The company reported a net income of approximately $0.6 million for the second quarter, compared to a net loss of approximately $(1.0) million in the same quarter of 2024 [6]. - For the first half of 2025, net income was approximately $0.3 million, recovering from a net loss of approximately $(1.5) million in the first half of 2024 [9]. Strategic Developments - Stran was recognized by the Advertising Specialty Institute, moving up to 23 in the 2025 Counselor Top 40 distributors list, reflecting its growth and market influence [2]. - The company welcomed new board members with diverse experience, enhancing its strategic perspective [2]. - Stran is now fully compliant with all Nasdaq continued listing requirements, strengthening its governance as a public company [2]. Balance Sheet and Cash Position - The company maintains a robust balance sheet with approximately $18.1 million in cash, cash equivalents, and investments [2]. - During the quarter, Stran executed a share repurchase program, acquiring approximately 110,000 shares at an average price of $1.32, totaling about $145,600 [2].

Core Viewpoint - Stran & Company, Inc. will release its financial results for the second quarter of 2025 on August 12, 2025, with a conference call scheduled for August 13, 2025, to discuss these results [1]. Company Overview - Stran has over 30 years of experience in the promotional products industry, focusing on complex marketing programs that enhance brand awareness and drive sales [4]. - The company serves many Fortune 500 clients across various industries, managing promotional marketing, loyalty and incentive programs, and other marketing campaigns [4]. - Stran emphasizes building long-term relationships with clients to foster brand loyalty and utilizes advanced technology for order processing and logistics [4]. Conference Call Details - The conference call will be accessible via telephone for U.S. callers at 888-506-0062 and for international callers at +1 973-528-0011, using entry code 317692 [2]. - A webcast of the call can be accessed through the company's Investor Relations website [2]. Replay Information - A replay of the webcast will be available on the Investor Relations section of the company's website until August 13, 2026 [3]. - A telephone replay will be accessible approximately one hour after the call until August 27, 2025, with specific dialing instructions provided [3].

Core Insights - Stran & Company, Inc. has appointed Brian M. Posner to its Board of Directors, where he will serve as Chairman of the Audit Committee [1][2] - Mr. Posner brings over 40 years of financial leadership experience, having served as CFO for multiple public companies and currently holding a position on the Board of Firefly Neuroscience, Inc. [2][3] - The appointment is expected to enhance Stran's financial oversight and governance as the company continues its growth strategy [3] Company Overview - Stran has been a leader in the promotional products industry for over 30 years, specializing in complex marketing programs that leverage promotional products and loyalty incentives [4] - The company serves many Fortune 500 clients across various industries, focusing on promotional marketing, loyalty and incentive programs, and brand building [4] - Stran aims to develop long-term relationships with clients to foster brand loyalty and utilizes advanced technology for order processing and fulfillment [4]

Core Insights - Stran & Company, Inc. has appointed Mark Adams and Sarah Cummins to its Board of Directors, replacing three outgoing directors, to enhance growth and shareholder value [1][2] - The new appointments are seen as a strategic move to strengthen the company's leadership and direction [2] Company Overview - Stran specializes in outsourced marketing solutions, particularly in promotional products and loyalty incentives, and has been a leader in the promotional products industry for over 30 years [5] - The company serves many Fortune 500 clients across various industries, focusing on promotional marketing, loyalty and incentive programs, and brand building [5] Leadership Background - Mark Adams is the President and CEO of Adams Publishing Group, LLC, with extensive experience in media and private equity, holding a B.A. in Economics and an MBA [3] - Sarah Cummins has over 25 years of experience in sports, media, and entertainment, currently serving as Senior Vice President at WTA Ventures LLC, and previously managed a $1 billion global division at WWE [4]