UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)

☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended: ~~March~~June 3130, 2025

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from ____________ to _____________

Commission File Number: 001-41038

STRAN & COMPANY, INC.

(Exact name of registrant as specified in its charter)

Nevada		04-3297200
(State or other jurisdiction of incorporation)		(I.R.S. Employer Identification No.)
2 Heritage Drive, Suite 600, Quincy, MA		02171
500 Victory Road, Suite 301, Quincy, MA		02171
(Address of principal executive offices)		(Zip Code)

800-833-3309 (Registrant’s telephone number, including area code) 2 Heritage Drive, Suite 600, Quincy, MA 02171 (Former name or former address, if changed since last report)

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which 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

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange 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 to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

	Large accelerated filer ☐	Accelerated filer ☐
	Non-accelerated filer ☒	Smaller reporting company ☒
		Emerging growth company ☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying 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 is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

As of ~~May~~August 911, 2025, there were a total of 18,~~608~~555,~~408~~366 shares of the registrant’s common stock outstanding.

STRAN & COMPANY, INC.

Quarterly Report on Form 10-Q

Period Ended ~~March~~June 3130, 2025

TABLE OF CONTENTS

		Page	~~Page~~
	PART I
	FINANCIAL INFORMATION
Item 1.	Financial Statements	1	1
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	26	24
Item 3.	Quantitative and Qualitative Disclosure About Market Risk	40	35
Item 4.	Controls and Procedures	40	36
	PART II
	OTHER INFORMATION
Item 1.	Legal Proceedings	42	37
Item 1A.	Risk Factors	42	37
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	42	37
Item 3.	Defaults Upon Senior Securities	42	37
Item 4.	Mine Safety Disclosures	42	37
Item 5.	Other Information	43	37
Item 6.	Exhibits	43	38

PART I

FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS.

STRAN & COMPANY, INC.

UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

	Page	~~Page~~
Consolidated Balance Sheets as of March 31, 2025 (unaudited) and December 31, 2024		2
Condensed Consolidated Balance Sheets as of June 30, 2025 (unaudited) and December 31, 2024.	2
Consolidated Statements of Operations for the Three Months Ended March 31, 2025 and 2024 (unaudited)		3
Condensed Consolidated Statements of Operations for the Three and Six Months Ended June 30, 2025 and 2024 (unaudited)	3
Consolidated Statements of Comprehensive Loss for the Three Months Ended March 31, 2025 and 2024 (unaudited)		4
Condensed Consolidated Statements of Comprehensive Income (Loss) for the Three and Six Months Ended June 30, 2025 and 2024 (unaudited)	4
Consolidated Statements of Stockholders’ Equity for the Three Months Ended March 31, 2025 and 2024 (unaudited)		5
Condensed Consolidated Statements of Stockholders’ Equity for the Three and Six Months Ended June 30, 2025 and 2024 (unaudited)	5
Consolidated Statements of Cash Flows for the Three Months Ended March 31, 2025 and 2024 (unaudited)		6
Condensed Consolidated Statements of Cash Flows for the Six Months Ended June 30, 2025 and 2024 (unaudited)	6
Notes to the Unaudited Consolidated Financial Statements		8
Notes to the Unaudited Condensed Consolidated Financial Statements	8

STRAN & COMPANY, INC.

CONDENSED CONSOLIDATED BALANCE SHEETS

(in thousands, except share and per share amounts)

	March 31, 2025			December 31, 2024
	June 30, 2025			December 31, 2024
	(Unaudited)
ASSETS
CURRENT ASSETS:
Cash and cash equivalents	$	413,~~236~~070		$	9,358
Investments		74,~~939~~997			8,856
Accounts receivable, net		1822,~~296~~063			18,092
Accounts receivable - related parties, net		402			573
Inventory		76,~~656~~736			5,389
Prepaid corporate taxes		67—			28
Prepaid expenses		2,~~570~~391			2,308
Deposits		~~945~~467			423
Other current assets		~~117~~4			455
Total current assets		4250,~~228~~130			45,482
Property and equipment, net		1,~~684~~618			1,701
OTHER ASSETS:
Intangible assets - customer lists, net		43,~~040~~934			4,170
Intangible assets - trade name		654			654
Goodwill		2,321			2,321
Other assets		—222			23
Right of use asset - office leases		1,234			797
Right of use assets		2,336			797
Total other assets		89,~~249~~467			7,965
Total assets	$	5261,~~161~~215		$	55,148
LIABILITIES AND STOCKHOLDERS’ EQUITY
CURRENT LIABILITIES:
Accounts payable and accrued expenses	$	89,~~993~~513		$	8,919
Accrued payroll and related		12,~~531~~044			1,513
Unearned revenue		64,~~410~~817			4,423
Rewards program liability		~~875~~9,000			6,000
Sales tax payable		~~378~~315			353
Current portion of contingent earn-out liabilities		256			256
Corporate taxes payable		9			—
Current portion of installment payment liabilities		337			365
Current portion of contingent earn-out liabilities		105			256
Current portion of lease liability		455			366
Current portion of installment payment liabilities		158			365
Total current liabilities		19,235			22,195
Current portion of lease liabilities		661			366
Total current liabilities		26,622			22,195
LONG-TERM LIABILITIES:
Long-term contingent earn-out liabilities		455			455
Long-term installment payment liabilities		425			425
Long-term lease liability		774			432
Long-term lease liabilities		1,880			432
Total long-term liabilities		12,~~654~~760			1,312
Total liabilities		2029,~~889~~382			23,507
Commitments and contingencies (Note K)
STOCKHOLDERS’ EQUITY:
Preferred stock, $0.0001 par value; 50,000,000 shares authorized, 0 shares issued and outstanding as of March 31, 2025 and December 31, 2024, respectively		—			—
Preferred stock, $0.0001 par value; 50,000,000 shares authorized, 0 shares issued and outstanding as of June 30, 2025 and December 31, 2024, respectively		—			—
Common stock, $0.0001 par value; 300,000,000 shares authorized, 18,608,407 and 18,598,574 shares issued and outstanding as of March 31, 2025 and December 31, 2024, respectively		2			2
Common stock, $0.0001 par value; 300,000,000 shares authorized, 18,546,461 and 18,598,574 shares issued and outstanding as of June 30, 2025 and December 31, 2024, respectively		2			2
Additional paid-in capital		38,~~400~~285			38,391
Accumulated deficit		(76,~~135~~492	)		(6,742	)
Accumulated other comprehensive loss		5			(10	)
Accumulated other comprehensive income (loss)		38			(10	)
Total stockholders’ equity		31,~~272~~833			31,641
Total liabilities and stockholders’ equity	$	5261,~~161~~215		$	55,148

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

STRAN & COMPANY, INC.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

THREE AND SIX MONTHS ENDED ~~MARCH~~JUNE 3130, 2025 AND 2024

(in thousands, except share and per share amounts)

(unaudited)

	2025			2024
	For the Three Months Ended June 30,						For the Six Months Ended June 30,
SALES
	2025			2024			2025			2024
Sales	$	28,694		$	18,781
SALES
Sales – related parties		—			46
Sales	$	32,577		$	16,693		$	61,271		$	35,474
Total sales		28,694			18,827
Sales – related parties		—			—			—			46
COST OF SALES:
Total sales		32,577			16,693			61,271			35,520
Cost of sales		20,212			13,178
COST OF SALES:
Cost of sales - related parties		—			35
Cost of sales		22,708			11,226			42,920			24,405
Total cost of sales		20,212			13,213
Cost of sales - related parties		—			—			—			35
GROSS PROFIT		8,482			5,614
Total cost of sales		22,708			11,226			42,920			24,440
OPERATING EXPENSES:
GROSS PROFIT		9,869			5,467			18,351			11,080
General and administrative expenses		9,017			6,279
OPERATING EXPENSES:
Total operating expenses		9,017			6,279
General and administrative expenses		9,474			6,575			18,491			12,857
LOSS FROM OPERATIONS		(535	)		(665	)
Total operating expenses		9,474			6,575			18,491			12,857
OTHER INCOME:
INCOME (LOSS) FROM OPERATIONS		395			(1,108	)		(140	)		(1,777	)
Other (expense) income		(5	)		15
OTHER INCOME:
Interest income		42			93
Other income		285			1			280			16
Realized gain on investments		67			70
Interest income		77			82			119			175
Total other income		104			178
Realized gain on investments		—			3			67			73
LOSS BEFORE INCOME TAXES		(431	)		(487	)
Total other income		362			86			466			264
Provision (benefit) for income taxes		(38	)		—
INCOME (LOSS) BEFORE INCOME TAXES		757			(1,022	)		326			(1,513	)
NET LOSS	$	(393	)	$	(487	)
Provision for income taxes		114			3			76			3
NET LOSS PER COMMON SHARE
NET INCOME (LOSS)	$	643		$	(1,025	)	$	250		$	(1,516	)
Basic and diluted	$	(0.02	)	$	(0.03	)
NET INCOME (LOSS) PER COMMON SHARE
WEIGHTED-AVERAGE COMMON SHARES OUTSTANDING
Basic	$	0.03		$	(0.06	)	$	0.01		$	(0.08	)
Basic and diluted		18,608,407			18,574,748
Diluted	$	0.03		$	(0.06	)	$	0.01		$	(0.08	)
WEIGHTED-AVERAGE COMMON SHARES OUTSTANDING
Basic		18,592,339			18,589,086			18,600,373			18,581,957
Diluted		18,596,826			18,589,086			18,603,432			18,581,957

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

STRAN & COMPANY, INC.

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)

THREE AND SIX MONTHS ENDED ~~MARCH~~JUNE 3130, 2025 AND 2024

(in thousands)

(unaudited)

	2025			2024
	For the Three Months Ended June 30,						For the Six Months Ended June 30,
Net loss	$	(393	)	$	(487	)
	2025			2024			2025		2024
Other comprehensive income:
Net income (loss)	$	643		$	(1,025	)	$	250	$	(1,516	)
Unrealized gain (loss) on investment, net of tax		15			(67	)
Other comprehensive income (loss):
Total other comprehensive income		15			(67	)
Unrealized gain (loss) on investment, net of tax		33			48			48		(19	)
Comprehensive loss	$	(378	)	$	(554	)
Total other comprehensive income (loss)		33			48			48		(19	)
Comprehensive income (loss)	$	676		$	(977	)	$	298	$	(1,535	)

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

STRAN & COMPANY, INC.

CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY

THREE AND SIX MONTHS ENDED ~~MARCH~~JUNE 3130, 2025 AND 2024

(in thousands, except share amounts)

(unaudited)

													Accumulated
										Additional			Other
	Preferred Stock				Common Stock					Paid-in			Comprehensive			Accumulated			Stockholders’
	Shares		Value		Shares			Value		Capital			Income (Loss)			Deficit			Equity
Balance, January 1, 2025		—	$	—		18,598,574		$	2	$	38,391		$	(10	)	$	(6,742	)	$	31,641
Stock-based compensation		—		—		9,833			—		9			—			—			9
Other comprehensive income		—		—		—			—		—			15			—			15
Net loss		—		—		—			—		—			—			(393	)		(393	)
Balance, March 31, 2025		—	$	—		18,608,407		$	2	$	38,400		$	5		$	(7,135	)	$	31,272
Issuance of restricted stock awards		—		—		48,347			—		—			—			—			—
Stock-based compensation		—		—		—			—		31			—			—			31
Repurchase and retirement of ordinary shares		—		—		(110,293	)		—		(146	)		—			—			(146	)
Other comprehensive income		—		—		—			—		—			33			—			33
Net income		—		—		—			—		—			—			643			643
Balance, June 30, 2025		—	$	—		18,546,461		$	2	$	38,285		$	38		$	(6,492	)	$	31,833

											Accumulated
									Additional		Other
	Preferred Stock				Common Stock				Paid-in		Comprehensive			Accumulated			Stockholders’
	Shares		Value		Shares		Value		Capital		~~Income (~~Loss)			Deficit			Equity
Balance, January 1, 2024		—	$	—		18,539,000	$	2	$	38,263	$	(13	)	$	(2,602	)	$	35,650
Stock-based compensation		—		—		50,086		—		150		—			—			150
Other comprehensive income		—		—		—		—		—		(67	)		—			(67	)
Other comprehensive loss		—		—		—		—		—		(67	)		—			(67	)
Net loss		—		—		—		—		—		—			(~~487~~491	)		(~~487~~491	)
Balance, March 31, 2024		—	$	—		18,589,086	$	2	$	38,413	$	(80	)	$	(3,~~089~~093	)	$	35,~~246~~242
Stock-based compensation		—		—		—		—		20		—			—			20
Other comprehensive income		—		—		—		—		—		48			—			48
Net loss		—		—		—		—		—		—			(1,025	)		(1,025	)
Balance, June 30, 2024		—	$	—		18,589,086	$	2	$	38,433	$	(32	)	$	(4,118	)	$	34,285

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

STRAN & COMPANY, INC.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

~~THREE~~SIX MONTHS ENDED ~~MARCH~~JUNE 3130, 2025 AND 2024

(in thousands)

(unaudited)

	2025			2024
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss	$	(393	)	$	(487	)
Net income (loss)	$	250		$	(1,516	)
Adjustments to reconcile net loss to net cash provided by (used in) operating activities:
Adjustments to reconcile net income (loss) to net cash provided by operating activities:
Depreciation and amortization		~~272~~521			~~129~~341
Adjustment to reconcile operating lease expense to cash paid		(6	)		19
Noncash operating lease expense		537			274
Change in allowance for credit losses		~~319~~360			(~~215~~288	)
Noncash interest accretion		1223			5572
Stock-based compensation		940			~~150~~170
Changes in operating assets and liabilities:
Accounts receivable, net		(~~423~~4,331	)		24,~~229~~496
Accounts receivable – related parties, net		71172			(25	)
Inventory		(21,~~267~~347	)		~~551~~808
Prepaid corporate taxes		~~(38~~29	)		6230
Prepaid expenses		(~~262~~82	)		5336
Deposits		(~~522~~44	)		~~139~~(193	)
Other Assets		361			—
Other assets		252			—
Accounts payable and accrued expenses		70590			(~~1,397~~871	)
Accrued payroll and related		18531			(~~858~~1,357	)
Unearned revenue		~~1,988~~395			(~~524~~262	)
Rewards program liability		(53,~~125~~000	)		12,~~975~~475
Sales tax payable		25(38	)		~~251~~(117	)
Net cash (used in) provided by operating activities		(5,891	)		2,059
Corporate taxes payable		9			—
Operating lease liabilities		(333	)		(256	)
Net cash provided by operating activities		534			4,167
CASH FLOWS FROM INVESTING ACTIVITIES:
Additions to property and equipment		(~~124~~202	)		(~~188~~364	)
Proceeds from sale of investments		14,~~200~~400			34,~~000~~608
Purchase of investments		(~~267~~493	)		(3,~~384~~836	)
Net cash provided by (used in) investing activities		809			(572	)
Net cash provided by investing activities		3,705			408
CASH FLOWS FROM FINANCING ACTIVITIES:
Payment of installment payment liabilities		(40	)		(60	)
Payment of contingent earn-out liabilities		(151	)		—
Net cash used in financing activities		(40	)		(60	)
Payment of installment payment liabilities		(230	)		(760	)
NET (DECREASE) INCREASE IN CASH		(5,122	)		1,427
Payment for stock repurchase		(146	)		—
Net cash used in financing activities		(527	)		(760	)
NET INCREASE IN CASH		3,712			3,815
CASH AND CASH EQUIVALENTS - BEGINNING		9,358			8,059
CASH AND CASH EQUIVALENTS - ENDING	$	413,~~236~~070		$	911,~~486~~874

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

STRAN & COMPANY, INC.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

~~THREE~~SIX MONTHS ENDED ~~MARCH~~JUNE 3130, 2025 AND 2024

(CONTINUED)

(in thousands)

(unaudited)

SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION

	2025			2024
Cash paid during the period for:
Interest	$	24		$	—
Income taxes	$	—67		$	—29
Noncash investing and financing activities:
Right of Use Asset	$	548		$	—
Right of use assets obtained in exchange for lease liabilities	$	2,077		$	—
Assumed Lease Liability	$	(548	)	$	—

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

STRAN & COMPANY, INC.

NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(in thousands, except share and per share amounts)

A.	ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES:

1. Organization - Stran & Company, Inc. ~~(the “Company”)~~ was incorporated under the laws of the Commonwealth of Massachusetts and commenced operations on November 17, 1995. The Company re-incorporated under the laws of the State of Nevada on May 24, 2021.

On August 23, 2024, Stran Loyalty Solutions, LLC, a Nevada limited liability company (the “Purchaser” or “Stran Loyalty Solutions”), a wholly-owned subsidiary of the Company, entered into a Secured Party Sale Agreement, dated as of August 23, 2024 (the “Sale Agreement”), between Stran Loyalty Solutions and Sallyport Commercial Finance, LLC, a Delaware limited liability company (“Secured Party”), pursuant to which Stran Loyalty Solutions agreed to purchase, on an as-is basis, all of the rights and interests of Gander Group, in and to substantially all of the assets of Gander Group (the “Gander Group Assets”) from Secured Party as a private sale pursuant to Article 9 of the Uniform Commercial Code (the “Gander Group Transaction”).

The Gander Group Transaction was treated as a business combination in accordance with Accounting Standards Codification (“ASC”) 805, Business Combinations. Stran Loyalty Solutions is a wholly owned subsidiary of the Company and Gander Group Louisiana, LLC is a wholly owned subsidiary of Stran Loyalty Solutions.

2.Unless ~~Operations~~otherwise -stated ~~The~~in ~~Company~~this isQuarterly Report anon ~~outsourced~~Form ~~marketing~~10-Q, ~~solutions~~references ~~provider~~to ~~that~~“we”, ~~sells~~“our”, ~~branded~~or ~~products~~the ~~to customers. The~~ “Company” ~~purchases~~refer ~~products~~to ~~and~~Stran ~~branding~~& ~~through~~Company, ~~various~~Inc. ~~third-party~~The Company ~~manufacturers~~is ~~and~~headquartered ~~decorators~~in ~~and~~Quincy, ~~resells the finished goods to customers~~Massachusetts.

In2. ~~addition~~Operations to- ~~selling~~The ~~branded products, the~~ Company ~~offers~~is ~~clients~~an ~~custom~~outsourced ~~sourcing~~marketing ~~capabilities;~~solutions aprovider ~~flexible~~that ~~and~~sells ~~customizable e-commerce solution for promoting~~ branded ~~merchandise and other promotional~~ products, ~~managing~~to ~~promotional~~customers. ~~loyalty~~The ~~and~~Company ~~incentives,~~purchases ~~print~~products ~~collateral,~~ and ~~event~~branding ~~assets,~~through ~~order~~various ~~and~~third-party ~~inventory~~manufacturers ~~management,~~ and ~~designing~~decorators and ~~hosting~~resells ~~online~~the ~~retail~~finished ~~popup~~goods ~~shops, fixed public retail online stores, and online business-~~to~~-business~~ ~~service offerings; creative and merchandising services; warehousing/fulfillment and distribution; print-on-demand; kitting; point of sale displays; and loyalty and incentive programs~~customers.

3.In ~~Method~~addition ofto ~~Accounting~~selling -branded ~~The~~products, the Company’s ~~financial~~offers ~~statements~~clients ~~are~~custom ~~prepared~~sourcing ~~using~~capabilities; ~~the~~a ~~accrual~~flexible ~~basis~~and ofcustomizable ~~accounting~~e-commerce insolution ~~accordance~~for ~~with~~promoting ~~accounting~~branded ~~principles~~merchandise and ~~generally~~other ~~accepted~~promotional inproducts, ~~the~~managing ~~United~~promotional ~~States~~loyalty and incentives, print collateral, and event assets, order and inventory management, and designing and hosting online retail popup shops, fixed public retail online stores, and online business-to-business service offerings; creative and merchandising services; warehousing/fulfillment and distribution; print-on-demand; kitting; point of ~~America.~~sale ~~(“U.S.~~displays; ~~GAAP”)~~and loyalty and incentive programs.

43. ~~Basis~~Method of ~~Presentation~~Accounting - The ~~accompanying~~Company’s unaudited condensed consolidated financial statements asare ~~of and for the three months ended March 31, 2025, include the accounts of the Company and have been~~ prepared byusing the ~~Company,~~accrual ~~without~~basis ~~audit, pursuant to the rules and regulations~~ of ~~the~~accounting ~~Securities and Exchange Commission. These unaudited condensed consolidated financial statements should be read~~ in ~~conjunction~~accordance with ~~the~~accounting ~~audited~~principles ~~financial~~generally ~~statements~~accepted ~~and the notes thereto included~~ in ~~our Annual Report on Form 10-K filed with~~ the ~~Securities~~United ~~and~~States ~~Exchange~~of ~~Commission~~America. on(“U.S. ~~April 14, 2025~~GAAP”).

~~Certain~~4. ~~information~~Basis ~~and~~of ~~footnote~~Presentation ~~disclosures normally~~- ~~included~~The inaccompanying unaudited condensed consolidated financial statements ~~prepared~~as inof ~~accordance~~and ~~with~~for ~~generally~~the ~~accepted~~three ~~accounting~~and ~~principles~~six ~~have~~months ~~been~~ended ~~condensed~~June ~~or omitted~~30, ~~pursuant~~2025, toinclude ~~such~~the ~~rules~~accounts ~~and~~of ~~regulations,~~the Company and wehave ~~believe~~been ~~that~~prepared by the ~~disclosures~~Company, ~~are~~without ~~adequate~~audit, pursuant to ~~make~~ the ~~information~~rules ~~presented~~and ~~not misleading.~~regulations Inof ~~our~~the ~~opinion,~~Securities ~~all~~and ~~adjustments~~Exchange ~~(consisting~~Commission. ~~solely~~These ofunaudited ~~normal~~condensed ~~recurring~~consolidated ~~adjustments)~~financial ~~necessary~~statements toshould ~~state~~be ~~fairly~~read ~~the information~~ in ~~the~~conjunction ~~following~~with ~~unaudited~~the ~~condensed~~audited ~~consolidated~~ financial statements ofand the ~~Company~~notes ~~have~~thereto ~~been~~ included. ~~The~~in ~~results~~our ofAnnual ~~operations~~Report ~~for interim~~on ~~periods~~Form ~~are~~10-K ~~not~~filed ~~necessarily~~with ~~indicative~~the ofSecurities ~~the~~and ~~results~~Exchange ~~for~~Commission ~~the~~on ~~full~~April ~~year~~14, 2025.

5Certain information and footnote disclosures normally included in financial statements prepared in accordance with generally accepted accounting principles have been condensed or omitted pursuant to such rules and regulations, and we believe that the disclosures are adequate to make the information presented not misleading. ~~Principles~~In our opinion, all adjustments (consisting solely of ~~Consolidation~~normal -recurring ~~The~~adjustments) ~~Company’s~~necessary to state fairly the information in the following unaudited condensed consolidated financial statements ~~include~~of the ~~accounts~~Company have been included. The results of ~~its~~operations ~~wholly~~for interim ~~owned~~periods ~~subsidiaries.~~are ~~All~~not ~~intercompany~~necessarily ~~balances~~indicative ~~and~~of ~~transactions~~the ~~have~~results ~~been~~for ~~eliminated~~the infull ~~consolidation~~year.

65. ~~Use~~Principles of ~~Estimates~~Consolidation - The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect certain reported amounts and disclosure of certain assets, liabilities and expenses. The most significant estimates in the Company’s ~~financial~~unaudited ~~statements~~condensed ~~relate~~consolidated tofinancial ~~the~~statements ~~fair~~include ~~value of assets and liabilities assumed in acquisitions. These estimates and assumptions are based on current facts, historical experience and various other factors believed to be reasonable under~~ the ~~circumstances,~~accounts ~~the results~~ of ~~which~~its ~~form~~wholly ~~the~~owned ~~basis for making judgments about the carrying values of assets and liabilities and the recording of expenses that are not readily apparent from other sources~~subsidiaries. ~~Actual~~All ~~results~~intercompany ~~may~~balances ~~differ materially~~ and ~~adversely~~transactions ~~from~~have ~~these~~been ~~estimates.~~eliminated Toin ~~the extent there are material differences between the estimates and actual results, the Company’s future results of operations will be affected~~consolidation.

86. Use of Estimates - The Company prepares its unaudited condensed consolidated financial statements in accordance with U.S. GAAP, which requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements, and revenue and expenses during the reporting period. Actual results could differ from those estimates.

~~STRAN & COMPANY, INC.~~8

~~NOTES~~STRAN TO& ~~THE~~COMPANY, ~~UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS~~INC.

~~(in~~NOTES ~~thousands,~~TO ~~except~~THE ~~share~~UNAUDITED ~~and~~CONDENSED ~~per~~CONSOLIDATED FINANCIAL ~~share amounts)~~STATEMENTS

~~7. Fair Value Measurements and Fair Value of Financial Instruments - The Company follows the guidance~~ (in ~~ASC~~thousands, ~~820~~except share ~~for its financial assets~~ and ~~liabilities~~per ~~that~~share ~~are re-measured and reported at fair value at each reporting period.~~amounts)

~~The~~7. ~~fair~~Fair ~~value~~Value ofMeasurements ~~the Company’s financial assets~~ and ~~liabilities~~Fair ~~reflects~~Value ~~management’s estimate~~ of ~~amounts~~Financial ~~that~~Instruments ~~the~~- The Company ~~would~~follows ~~have received in connection with~~ the ~~sale~~guidance ~~of the assets or paid~~ in ~~connection~~ASC ~~with~~820 ~~the~~for ~~transfer of the liabilities in an orderly transaction between market participants at the measurement date. In connection with measuring the fair value of~~ its financial assets and liabilities, ~~the~~that ~~Company~~are ~~seeks~~re-measured ~~to maximize the use of observable inputs (market data obtained from independent sources)~~ and toreported ~~minimize~~at ~~the use of unobservable inputs (internal assumptions about how market participants would price assets and liabilities). The following~~ fair value ~~hierarchy~~at iseach ~~used~~reporting ~~to classify assets and liabilities based on the observable inputs and unobservable inputs used in order to value the assets and liabilities:~~period.

	Level 1:	Quoted prices in active markets for identical assets or liabilities. An active market for an asset or liability is a market in which transactions for the asset or liability occur with sufficient frequency and volume to provide pricing information on an ongoing basis.
	Level 2:	Observable inputs other than Level 1 inputs. Examples of Level 2 inputs include quoted prices in active markets for similar assets or liabilities and quoted prices for identical assets or liabilities in markets that are not active.
	Level 3:	Unobservable inputs based on our assessment of the assumptions that market participants would use in pricing the asset or liability.

The fair value of the Company’s financial assets and liabilities reflects management’s estimate of amounts that the Company would have received in connection with the sale of the assets or paid in connection with the transfer of the liabilities in an orderly transaction between market participants at the measurement date. In connection with measuring the fair value of its assets and liabilities, the Company seeks to maximize the use of observable inputs (market data obtained from independent sources) and to minimize the use of unobservable inputs (internal assumptions about how market participants would price assets and liabilities). The following fair value hierarchy is used to classify assets and liabilities based on the observable inputs and unobservable inputs used in order to value the assets and liabilities:

The carrying value of certain financial instruments, including cash and cash equivalents, accounts receivable, and accounts payable are carried at historical cost basis, which approximates their fair values because of the short-term nature of these instruments.

	Level 1:	Quoted prices in active markets for identical assets or liabilities. An active market for an asset or liability is a market in which transactions for the asset or liability occur with sufficient frequency and volume to provide pricing information on an ongoing basis.

	Level 2:	Observable inputs other than Level 1 inputs. Examples of Level 2 inputs include quoted prices in active markets for similar assets or liabilities and quoted prices for identical assets or liabilities in markets that are not active.

	Level 3:	Unobservable inputs based on our assessment of the assumptions that market participants would use in pricing the asset or liability.

8.The ~~Concentration~~carrying value of ~~Credit~~certain ~~Risk - Financial~~ financial instruments, ~~that~~including ~~potentially~~cash ~~subject~~and ~~the~~cash ~~Company~~equivalents, toaccounts ~~concentrations~~receivable, ~~of credit risk consist primarily of~~ accounts ~~receivable~~payable and ~~deposits~~reward incard ~~excess~~program ofliabilities ~~federally~~are ~~insured~~carried at ~~limits.~~historical ~~These~~cost ~~risks~~basis, ~~are~~which ~~managed~~approximates bytheir ~~performing~~fair ~~ongoing~~values ~~credit~~because ~~evaluations~~ of ~~customers’~~the ~~financial~~short-term ~~condition~~nature ~~and~~of bythese ~~maintaining all deposits in high quality financial institutions~~instruments.

As8. Concentration of ~~March~~Credit ~~31,~~Risk ~~2025~~- ~~and~~Financial ~~December~~instruments ~~31, 2024,~~that potentially subject the Company ~~maintained~~to concentrations of credit risk consist primarily of accounts receivable and deposits in ~~four~~excess ~~banks~~of ~~that~~federally ~~exceeded~~insured ~~the~~limits. ~~federal~~These ~~insured~~risks ~~deposit~~are ~~limit~~managed by performing ongoing credit evaluations of ~~the~~customers’ ~~Federal~~financial ~~Deposit~~condition ~~Insurance~~and ~~Corporation (FDIC)~~by maintaining all deposits in high quality financial institutions.

~~For~~As ~~the~~of ~~three~~June 30, ~~months~~2025 ~~ended~~and ~~March~~ December 31, ~~2025~~ 2024, the Company ~~had~~maintained ~~one~~deposits ~~major~~in ~~customer~~four tobanks ~~which~~that ~~sales~~exceeded ~~accounted for 16.5% of~~ the ~~Company’s~~federal ~~revenues.~~insured ~~The~~deposit ~~Company~~limit ~~had accounts receivable from this customer amounting to 10.5%~~ of the ~~total~~Federal ~~accounts~~Deposit ~~receivable balance. The Company had an additional customer with~~Insurance anCorporation ~~accounts receivable balance amounting to 18~~(“FDIC”).~~1% of the total accounts receivable balance as of March 31, 2025.~~

For the three and six months ended ~~March 31~~June 30, ~~2024~~2025, the Company had ~~one~~no major ~~customer~~customers to which sales accounted for ~~approximately~~more 20than 10% of the Company’s revenues. The Company had accounts receivable from ~~this~~one customer amounting to 1016.67% of the total accounts receivable balance.

9.For the ~~Revenue~~three ~~Recognition~~months -ended ~~The~~June ~~Company~~30, ~~accounts~~2024, ~~for~~the ~~revenue~~Company ~~under~~had ~~ASC~~one ~~606,~~customer ~~Revenue~~who accounted for ~~Contracts~~approximately ~~with Customers (“ASC 606”)~~12.7% ~~Revenue~~of isthe ~~generated~~Company’s ~~through~~revenue ~~various~~and 17.2% ~~types~~ of ~~transactions,~~the ~~including~~total ~~promotional~~accounts ~~product~~receivable ~~sales,~~balance. ~~administering~~For athe ~~customer’s~~six ~~rewards~~months ~~program,~~ended ~~administering~~June ~~redemption~~30, ~~code programs~~2024, ~~and~~the ~~additional~~Company ~~contract~~had ~~add-ons~~one ~~to enhance~~ customer ~~experience.~~who ~~The~~accounted ~~Company~~for approximately ~~follows~~10.1% ~~the five step model~~ of ~~revenue~~the ~~recognition:~~Company’s revenues.

i9. ~~identify~~Revenue ~~the~~Recognition ~~contract(s)~~- The Company accounts for revenue under ASC 606, Revenue for Contracts with Customers. Revenue is generated through various types of transactions, including promotional product sales, administering a customer;’s rewards program, administering redemption code programs, and additional contract add-ons to enhance customer experience. The Company follows the five step model of revenue recognition:

iii. identify the ~~performance~~contract(s) ~~obligations~~with ina ~~the contract~~customer;

~~iii~~ii. ~~determine~~identify the ~~transaction~~performance ~~price~~obligations in the contract;

iviii. ~~allocate~~determine the transaction price ~~to the performance obligations within the contract~~; ~~and~~

viv. ~~recognize~~allocate ~~revenue~~the ~~when~~transaction ~~(or~~price ~~as)~~to the ~~entity~~performance ~~satisfies~~obligations awithin ~~performance~~the ~~obligation.~~contract; and

9v. recognize revenue when (or as) the entity satisfies a performance obligation.

~~STRAN~~The &Company’s ~~COMPANY~~contract assessment and approval varies based on whether the customer requests a one-time sale or a long-term contract. Customers with long-term contracts require signed Master Sales Agreements, ~~INC~~while one-time sales contracts may be approved via email, electronic signature, or verbally. Once the contract is identified and approved, the Company assesses the goods or services promised within the contract to determine whether each promised good or service is a performance obligation. The Company identifies each piece of promotional product as an individual performance obligation based on the following fact pattern. Customers can benefit from each item of promotional product produced on its own. Each piece of promotional product does not significantly modify or customize other promotional products and are not highly interdependent or interrelated with each other. The Company can, and frequently does, break portions of contracts into separate shipments to meet customer demands. As such, each piece of promotional product is considered a separate and distinct performance obligation.

~~NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS~~9

~~(in~~STRAN ~~thousands~~& COMPANY, ~~except share and per share amounts)~~INC.

~~The~~NOTES ~~Company’s~~TO ~~contract~~THE ~~assessment and~~UNAUDITED ~~approval~~CONDENSED ~~varies based on whether the customer requests a one-time sale or a long-term contract. Customers with long-term contracts~~CONSOLIDATED ~~require~~FINANCIAL signed Master Sales Agreements, while one-time sales contracts may be approved via email, electronic signature, or verbally. Once the contract is identified and approved, the Company assesses the goods or services promised within the contract to determine whether each promised good or service is a performance obligation. The Company identifies each piece of promotional product as an individual performance obligation based on the following fact pattern. Customers can benefit from each item of promotional product produced on its own. Each piece of promotional product does not significantly modify or customize other promotional products and are not highly interdependent or interrelated with each other. The Company can, and frequently does, break portions of contracts into separate shipments to meet Customer demands. As such, each piece of promotional product is considered a separate and distinct performance obligation.STATEMENTS

~~The transaction price for the majority of the Company’s sales can be clearly identified~~ (in athousands, ~~significant majority of the contracts due to an observable selling price.~~except ~~The~~share ~~transaction~~and ~~price~~per isshare ~~then allocated to the performance obligation(s~~amounts)~~, i.e. promotional product. The agreements include clearly identified prices.~~

The ~~Company~~transaction ~~recognizes~~price ~~revenue~~for ~~when or~~the ~~as performance obligations are satisfied by transferring control of a promised good or service to a customer. Stran evaluates transfer~~majority of ~~control primarily from~~ the ~~customer~~Company’s ~~perspective.~~sales ~~Considering~~can ~~the~~be ~~transaction~~clearly ~~from~~identified ~~the~~in ~~customer’s~~a ~~perspective~~significant ~~reduces the~~majority ~~risk that revenue is recognized for activities that do not transfer control~~ of ~~a good or service to~~ the ~~customer.~~contracts ~~Management~~due ~~determines, at contract inception, whether control of a good or service transfers~~ to aan ~~customer~~observable ~~over~~selling ~~time or at a point in time~~price. The ~~assessment of~~transaction ~~whether~~price ~~control~~is ~~transfers~~then ~~over~~allocated ~~time~~to orthe atperformance aobligation(s), ~~point~~i.e. inpromotional ~~time~~product. isThe ~~critical~~agreements toinclude ~~the~~clearly ~~timing~~identified ~~of revenue recognition~~prices.

10The Company recognizes revenue when or as performance obligations are satisfied by transferring control of a promised good or service to a customer. ~~Accounts~~Stran ~~Receivable~~evaluates ~~and~~transfer of ~~Allowance~~control primarily from the customer’s perspective. Considering the transaction from the customer’s perspective reduces the risk that revenue is recognized for ~~Credit~~activities ~~Losses~~that -do ~~Accounts~~not ~~receivable~~transfer ascontrol of ~~March~~a ~~31,~~good ~~2025~~or ~~and~~service ~~December~~to 31the customer. Management determines, at ~~2024~~contract inception, ~~includes~~whether ~~allowance~~control ~~for~~of ~~credit~~a ~~losses~~good or service transfers to a customer over time or at a point in time. The assessment of whether ~~$1,110~~control ~~and~~transfers ~~$791~~over ~~(inclusive~~time or at a point in time is critical to the timing of ~~$427~~revenue ~~and~~recognition. ~~$327~~Payments ~~for~~from ~~related~~customers ~~party~~received in ~~receivables)~~advance of the performance obligation being met are recognized as liabilities until performance occurs. In general, ~~respectively~~receivables from customer are primarily due within 30 days of the invoice date.

	March 31, 2025			December 31, 2024
Trade accounts receivable	$	18,979		$	18,556
Less: allowance for credit losses on accounts receivable		(683	)		(464	)
Total accounts receivable, net	$	18,296		$	18,092
Accounts receivable - related party		829			900
Less: allowance for credit losses on accounts receivable - related party		(427	)		(327	)
Total accounts receivable - related party, net		402			573
Total accounts receivable from all sources	$	18,698		$	18,665

10.

Accounts Receivable and Allowance for Credit Losses - Accounts receivable at June 30, 2025 and December 31, 2024, includes allowance for credit losses of $1,151 and $791 (inclusive of $427 and $327 for related party receivables), respectively. Accounts receivable at December 31, 2023 was $17,076.

The Company evaluates our accounts receivable through a continuous process of assessing our portfolio on an individual customer and overall basis. This process consists of a thorough review of historical collection experience, current aging status of the customer accounts and the financial condition of our customers. The Company also considers the economic environment of our customers, both from a marketplace and geographic perspective, in evaluating the need for an allowance. Based on our review of these factors, we establish or adjust allowances for specific customers. Credit losses can vary substantially over time and the process involves judgment and estimation that require a number of assumptions about matters that are uncertain. Accordingly, our results of operations can be affected by adjustments to the allowance due to actual write-offs that differ from estimated amounts. See Note P, “Credit Losses,” to our financial statements included in this report for more information.

	June 30, 2025			December 31, 2024
Trade accounts receivable	$	22,787		$	18,556
Less: allowance for credit losses on accounts receivable		(724	)		(464	)
Total accounts receivable, net	$	22,063		$	18,092
Accounts receivable - related party		829			900
Less: allowance for credit losses on accounts receivable - related party		(427	)		(327	)
Total accounts receivable - related party, net		402			573
Total accounts receivable from all sources, net	$	22,465		$	18,665

11The Company evaluates our accounts receivable through a continuous process of assessing our portfolio on an individual customer and overall basis. ~~Goodwill~~This -process ~~Goodwill~~consists ~~represents~~of ~~the~~a ~~excess~~thorough review ~~purchase~~of ~~price~~historical collection experience, current aging status of the ~~acquired~~customer ~~businesses~~accounts ~~over~~and the ~~fair~~financial ~~value~~condition of ~~identifiable~~our ~~net~~customers. The ~~assets~~Company ~~acquired.~~also ~~Goodwill~~considers isthe ~~not~~economic ~~amortized;~~environment ~~rather,~~of itour iscustomers, ~~subject~~both tofrom a ~~periodic~~marketplace ~~assessment~~and geographic perspective, in evaluating the need for ~~impairment~~an allowance. ~~The~~Based ~~Company~~on ~~reviews~~our ~~goodwill~~review of these factors, we establish or adjust allowances for ~~possible~~specific ~~impairment~~customers. ~~annually~~Credit onlosses can ~~October~~vary 1substantially ~~every~~over ~~year~~time orand ~~whenever~~the ~~events~~process orinvolves ~~circumstances~~judgment ~~indicate~~and estimation that ~~the~~require ~~carrying~~a ~~amount~~number ~~may~~of ~~not~~assumptions about matters that are uncertain. Accordingly, our results of operations can be ~~recoverable~~affected by adjustments to the allowance due to actual write-offs that differ from estimated amounts. See Note P, “Credit Losses,” to our unaudited condensed consolidated financial statements included in this report for more information.

1011. Goodwill - Goodwill represents the excess purchase price of the acquired businesses over the fair value of identifiable net assets acquired. Goodwill is not amortized; rather, it is subject to a periodic assessment for impairment. The Company reviews goodwill for possible impairment annually on October 1 every year or whenever events or circumstances indicate that the carrying amount may not be recoverable.

~~STRAN~~To &determine ~~COMPANY~~whether goodwill is impaired, annually ~~INC~~or more frequently if needed, the Company performs a multi-step impairment test. Impairment testing is conducted at the reporting unit level. The Company first has the option to assess qualitative factors to determine if it is more likely than not that the carrying value of a reporting unit exceeds its estimated fair value. Under ASC 350, Intangibles - Goodwill and Other, the qualitative assessment requires the consideration of factors such as recent market transactions, macroeconomic conditions, and changes in projected future cash flows or planned revenue or earnings of the reporting unit as potential indicators when determining the need for a quantitative assessment of impairment. The Company may also elect to skip the qualitative testing and proceed directly to the quantitative testing. When performing quantitative testing, the Company first estimates the fair values of its reporting unit using a combination of an income and market approach. To determine fair values, the Company is required to make assumptions about a wide variety of internal and external factors. Significant assumptions used in the impairment analysis include financial projections of free cash flow (including significant assumptions about operations including the rate of future revenue growth, capital requirements, and income taxes), long-term growth rates for determining terminal value, and discount rates. Comparative market multiples are used to corroborate the results of the discounted cash flow test. These assumptions require significant judgement. The single step is to determine the estimated fair value of the reporting unit and compare it to the carrying value of the reporting unit, including goodwill. If we conclude based on our qualitative assessment that it is more likely than not that the fair value of a reporting unit is less than its carrying value, we then measure the fair value of the reporting unit and compare its fair value to its carrying value (Step 1 of the goodwill impairment test). The majority of the inputs used in the discounted cash flow model are unobservable and thus are considered to be Level 3 inputs. The inputs for the market capitalization calculation are considered Level 1 inputs.

~~NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS~~10

~~(in~~STRAN ~~thousands~~& COMPANY, ~~except share and per share amounts)~~INC.

ToNOTES ~~determine~~TO ~~whether~~THE ~~goodwill~~UNAUDITED isCONDENSED ~~impaired,~~CONSOLIDATED ~~annually~~FINANCIAL or more frequently if needed, the Company performs a multi-step impairment test. Impairment testing is conducted at the reporting unit level. The Company first has the option to assess qualitative factors to determine if it is more likely than not that the carrying value of a reporting unit exceeds its estimated fair value. Under ASC 350, Intangibles - Goodwill and Other, the qualitative assessment requires the consideration of factors such as recent market transactions, macroeconomic conditions, and changes in projected future cash flows or planned revenue or earnings of the reporting unit as potential indicators when determining the need for a quantitative assessment of impairment. The Company may also elect to skip the qualitative testing and proceed directly to the quantitative testing. When performing quantitative testing, the Company first estimates the fair values of its reporting unit using a combination of an income and market approach. To determine fair values, the Company is required to make assumptions about a wide variety of internal and external factors. Significant assumptions used in the impairment analysis include financial projections of free cash flow (including significant assumptions about operations including the rate of future revenue growth, capital requirements, and income taxes), long-term growth rates for determining terminal value, and discount rates. Comparative market multiples are used to corroborate the results of the discounted cash flow test. These assumptions require significant judgement. The single step is to determine the estimated fair value of the reporting unit and compare it to the carrying value of the reporting unit, including goodwill. If we conclude based on our qualitative assessment that it is more likely than not that the fair value of a reporting unit is less than its carrying value, we then measure the fair value of the reporting unit and compare its fair value to its carrying value (Step 1 of the goodwill impairment test). The majority of the inputs used in the discounted cash flow model are unobservable and thus are considered to be Level 3 inputs. The inputs for the market capitalization calculation are considered Level 1 inputs.STATEMENTS

~~12. Uncertainty~~ (in ~~Income and Other Taxes - The Company adopted the standards for Accounting for Uncertainty in Income Taxes~~thousands, ~~which required the Company~~except toshare ~~report any uncertain tax positions~~ and toper ~~adjust~~share its financial statements for the impact thereof. As of March 31, 2025 and December 31, 2024, the Company determined it had uncertain tax positions of $3,211 and $3,141, respectively. The Company believes the impact will not be material as it will be able to utilize net operating losses to offset a majority of the risk. The Company recorded a nominal amount of interest expense which is included as part of income tax expense.amounts)

1312. Uncertainty in Income and Other Taxes - ~~Income~~The ~~taxes~~Company ~~are~~adopted ~~provided for~~ the ~~tax~~standards ~~effects~~for ofAccounting ~~transactions~~for ~~reported~~Uncertainty in ~~the~~Income ~~financial~~Taxes, ~~statements~~which ~~and~~required ~~consist~~the ofCompany ~~taxes~~to ~~currently~~report ~~due~~any ~~plus~~uncertain ~~deferred~~tax ~~taxes.~~positions ~~Deferred~~and ~~taxes~~to ~~are~~adjust ~~provided~~its ~~for~~financial ~~differences~~statements ~~between~~for the ~~basis~~impact ofthereof. ~~assets~~As ~~and~~of ~~liabilities~~June ~~for~~30, ~~financial~~2025 ~~statements~~ and ~~income~~December ~~tax~~31, ~~purposes~~2024, ~~offset~~the byCompany adetermined ~~valuation~~it ~~allowance.~~had ~~The~~uncertain ~~Company’s effective~~ tax ~~rate~~positions ~~for~~of ~~the~~$3,371 ~~three~~and ~~months ended March 31~~$3, ~~2025~~141, ~~and 2024 was 8.89% and (0.00%)~~ respectively. The ~~increase~~Company inbelieves the ~~effective~~impact ~~tax~~will ~~rate~~not ~~from~~be ~~the~~material ~~comparison of 2025 and 2024,~~ as ~~noted~~it ~~above,~~will ~~primarily~~be ~~relates~~able to ~~the~~utilize ~~Company’s~~net ~~taxable~~operating ~~income~~losses ~~forecast~~to ~~for~~offset ~~2025,~~a asmajority of the ~~current period~~risk. The Company ~~has~~recorded ~~maintained~~ a ~~full~~nominal ~~valuation~~amount ~~allowance~~of ~~against~~interest ~~its~~expense ~~deferred~~which ~~tax~~is ~~assets~~included as ofpart ~~the current period based on its consideration~~ of ~~available~~income ~~evidence~~tax expense.

1413. ~~Stock-Based~~Income ~~Compensation~~Taxes - ~~The~~Income ~~Company~~taxes ~~accounts~~are provided for ~~its~~the ~~stock-based~~tax ~~awards~~effects inof ~~accordance~~transactions ~~with~~reported ~~ASC 718, Compensation - Stock Compensation. ASC 718 requires all stock-based payments to employees to be recognized~~ in the ~~consolidated~~financial statements ofand ~~operations~~consist ~~based~~of ontaxes ~~their~~currently ~~fair~~due ~~values.~~plus ~~The~~deferred ~~Company uses the Black-Scholes option pricing model to determine the fair value of options granted~~taxes. ~~The~~Deferred ~~Company~~taxes isare ~~recognizing~~provided ~~compensation costs only~~ for ~~those~~differences ~~stock-based~~between ~~awards expected to vest after considering expected forfeitures. Cumulative compensation expense is at least equal to~~ the ~~compensation expense for vested awards. Stock-based compensation is recognized on a straight-line~~ basis ~~over the service period~~ of ~~each~~assets ~~award.~~and ~~The~~liabilities ~~Company~~for ~~records~~financial ~~compensation~~statements ~~cost as an element of general~~ and ~~administrative~~income ~~expense~~tax inpurposes ~~the~~offset ~~accompanying~~by ~~consolidated~~a ~~statements~~valuation ~~of operations~~allowance.

~~15.~~The ~~Stock~~Company ~~Option~~recorded ~~and~~an ~~Warrant~~income ~~Valuation~~tax ~~- Stock option and warrant valuation models require the input~~ expense of ~~highly~~approximately ~~subjective~~$114 ~~assumptions.~~thousand ~~The~~and ~~fair~~$3 ~~value~~thousand ofin ~~stock-based payment awards was estimated using~~ the ~~Black-Scholes~~unaudited ~~option~~condensed ~~model~~consolidated ~~with~~statement ~~a volatility figure derived from an index~~ of ~~historical~~operations ~~stock prices~~ for ~~comparable~~the ~~entities.~~three ~~For~~months ~~warrants~~ended June ~~and~~30, ~~stock options issued to non-employees~~2025, ~~the Company accounts for the expected life based on the contractual life of the warrants~~ and ~~stock~~2024, ~~options~~respectively. ~~For~~The ~~employees, the~~ Company ~~accounts~~recorded ~~for~~an ~~the~~income ~~expected~~tax ~~life~~expense of ~~options~~approximately in$76 ~~accordance~~thousand ~~with~~and ~~the~~$3 ~~“simplified”~~thousand ~~method, which is used for “plain-vanilla” options, as defined~~ in the unaudited ~~accounting~~condensed ~~standards~~consolidated ~~codification.~~statement ~~The~~of ~~risk-free~~operations ~~interest~~for ~~rate was determined from~~ the ~~implied~~six ~~yields~~months ofended ~~U.S.~~June ~~Treasury~~30, ~~zero-coupon~~2025, ~~bonds~~and ~~with~~2024, ~~a remaining life consistent with the expected term of the options~~respectively.

~~16.~~As ~~Segments~~of year-end In2024, ~~its~~the ~~operation~~Company had federal and state net operating losses (“NOL”) of ~~the~~approximately ~~business,~~$4.0 ~~management~~million and $4.8 million, ~~including~~respectively. ~~our~~The ~~chief~~federal ~~operating~~NOLs generated ~~decision~~will ~~maker~~carryforward ~~(CODM)~~indefinitely. Generally, ~~who~~state isNOLs ~~also~~will ~~our~~begin ~~CEO~~to expire March 31, ~~reviews~~2028. ~~certain~~In ~~financial~~accordance ~~information~~with Section 382 of the U.S. Internal Revenue Code, ~~including~~the ~~segmented~~usage ~~internal~~of ~~profit~~the ~~and~~Company’s ~~loss~~NOL ~~statements~~carryforwards ~~prepared~~may onbe asubject ~~basis~~to ~~not~~annual ~~consistent~~limitations ~~with~~to ~~GAAP~~the extent that greater than 50% ownership changes have occurred. Tax returns for the years ended 2021 through 2025 are subject to review by tax authorities.

11The Company’s effective tax rate for the three months ended June 30, 2025, and 2024 was 15.1% and (0.3%) respectively. The Company’s effective tax rate for the six months ended June 30, 2025, and 2024 was 23.3% and (0.2%) respectively. The change in the effective tax rate from the comparison of similar periods in 2025 versus 2024, as noted above, primarily relates to the Company’s estimated earnings and a partial release of the valuation allowance from period to period. The Company recorded a full valuation allowance in 2022 and continues to maintain a cumulative loss.

~~STRAN~~14. &Stock-Based ~~COMPANY~~Compensation - The Company accounts for its stock-based awards in accordance with ASC 718, ~~INC~~Compensation - Stock Compensation. This guidance requires all stock-based payments to employees to be recognized in the unaudited condensed consolidated statements of operations based on their fair values. The Company uses the Black-Scholes option pricing model to determine the fair value of options granted. The Company has elected to account for forfeitures as they occur. The Company is recognizing compensation costs only for those stock-based awards expected to vest. Cumulative compensation expense is at least equal to the compensation expense for vested awards. Stock-based compensation is recognized on a straight-line basis over the service period of each award. The Company records compensation cost as an element of general and administrative expense in the accompanying unaudited condensed consolidated statements of operations.

~~NOTES~~15. TOStock ~~THE~~Option ~~UNAUDITED~~and ~~CONDENSED~~Warrant ~~CONSOLIDATED FINANCIAL~~Valuation ~~STATEMENTS~~- Stock option and warrant valuation models require the input of assumptions. The fair value of stock-based payment awards was estimated using the Black-Scholes option model with a volatility figure derived from an index of historical stock prices for comparable entities. For warrants and stock options issued to non-employees, the Company accounts for the expected life based on the contractual life of the warrants and stock options. For employees, the Company accounts for the expected life of options in accordance with the “simplified” method, which is used for “plain-vanilla” options, as defined in the accounting standards codification. The risk-free interest rate was determined from the implied yields of U.S. Treasury zero-coupon bonds with a remaining life consistent with the expected term of the options.

~~(in thousands, except share and per share amounts)~~11

~~For~~STRAN ~~each~~& ~~of its segments~~COMPANY, ~~the CODM uses segment revenue, gross margin and segment operating income in the annual budgeting and forecasting process~~INC. The CODM considers budget-to-actual variances on a monthly basis for profit measures when making decisions about allocating capital and personnel to the segments. The CODM also uses segment gross margin for evaluating product pricing and segment operating income to assess the performance for each segment by comparing the results and return on assets of each segment with one another. The CODM uses segment gross margin and segment operating income in determining the compensation of certain employees.

~~During~~NOTES ~~the~~TO ~~periods~~THE ~~presented,~~UNAUDITED weCONDENSED ~~reported~~CONSOLIDATED ~~our~~FINANCIAL ~~financial performance based on the following segments: Stran & Company, Inc. and Stran Loyalty Solutions, LLC.~~STATEMENTS

~~17.~~(in ~~Recent~~thousands, ~~Accounting~~except share ~~Pronouncements~~and -per ~~Management~~share ~~has reviewed the following recent accounting pronouncements:~~amounts)

~~2023~~16. Advertising -09 –The ~~Income~~Company ~~Taxes~~follows ~~(Topic 740)~~the policy of charging the costs of advertising to expense as incurred. For the three months ended June 30, 2025 and 2024, advertising costs amounted to $103 and $90, respectively. For the six months ended June 30, 2025 and 2024, advertising costs amounted to $244 and $195, respectively.

In17. ~~December~~Segments ~~2023, the Financial Accounting Standards Board (FASB) issued ASU 2023~~-~~09,~~ ~~which~~In ~~amends~~its ~~the~~operation ~~guidance on income tax disclosures. This update aims to improve the transparency and usefulness~~ of ~~income tax disclosures by requiring entities to provide more detailed information about~~ the ~~nature~~business, ~~and effects of income tax uncertainties~~management, ~~the~~including ~~components~~our ofchief ~~income~~operating ~~tax~~decision ~~expense~~maker (“CODM”), ~~and~~who ~~the~~is ~~effective~~also ~~tax~~our ~~rate~~Chief ~~reconciliation.~~Executive ~~Additionally~~Officer, ~~the~~reviews ~~ASU~~certain ~~mandates~~financial ~~enhanced disclosures~~information, ~~about~~including ~~deferred~~segmented ~~tax~~internal ~~assets~~profit and ~~liabilities,~~loss ~~including~~statements ~~the~~prepared ~~valuation~~on ~~allowance~~a ~~and~~basis ~~the~~not ~~impact~~consistent ofwith ~~tax law changes~~GAAP.

~~The~~For ~~guidance~~each isof ~~effective~~its ~~for~~segments, ~~fiscal years~~the ~~beginning~~CODM ~~after~~uses segment ~~December 15~~revenue, ~~2024,~~gross margin and ~~interim~~segment ~~periods~~operating ~~within~~income ~~fiscal~~in ~~years~~the ~~beginning~~annual ~~after~~budgeting ~~December~~and ~~15,~~forecasting ~~2025,~~process. ~~with~~The ~~early~~CODM ~~adoption~~considers budget-to-actual ~~permitted~~variances on a monthly basis for profit measures when making decisions about allocating capital and personnel to the segments. The ~~Company~~CODM also isuses ~~currently~~segment gross margin for evaluating product pricing and segment operating income to assess the ~~timing~~performance for each segment by comparing the results and ~~impacts~~return on assets of ~~adoption~~each segment with one another. The CODM uses segment gross margin and segment operating income in determining the compensation of ~~this~~certain ~~ASU~~employees.

~~2024-01~~During –the ~~Compensation~~periods –presented, we reported ~~Stock~~our ~~Compensation~~financial ~~(Topic~~performance ~~718)~~based on the following segments: Stran & Company, Inc. and Stran Loyalty Solutions, LLC.

In18. ~~March~~Reclassification ~~2024, the Financial Accounting Standards Board (FASB) issued ASU 2024~~-~~01,~~ ~~which~~Certain ~~clarifies~~prior ~~the~~period ~~accounting~~statement ~~for~~of ~~profits~~cash ~~interest~~flow ~~awards.~~amounts ~~This~~have ~~update~~been ~~provides~~reclassified ~~guidance~~to ~~on determining~~conform ~~whether~~to ~~a profits interest or similar award falls within~~ the ~~scope~~Company's ofcurrent ~~ASC~~period ~~718 (Compensation—Stock Compensation) or other guidance~~presentation. ~~The~~These ~~ASU~~reclassifications ~~aims~~have tono ~~ensure~~impact ~~consistency~~on ~~and transparency in~~ the ~~accounting~~Company's ~~for~~previously ~~these~~reported ~~awards~~cash ~~by providing clearer criteria and illustrative examples~~flows.

~~The guidance is effective for fiscal years and interim periods beginning after December 15, 2024, with early adoption permitted~~19. ~~The~~Recent ~~Company~~Accounting ~~adopted the standard on January 1, 2025. The standard did not have a material impact of the Company’s financial statements.~~Pronouncements

~~2024-03~~Recent -Accounting ~~Income Statement - Reporting~~Pronouncements ~~Comprehensive Income~~ - ~~Expense Disaggregation Disclosure~~Adopted:

~~In November 2024, the FASB issued~~ ASU ~~2024-03,~~ ~~Income Statement-Reporting Comprehensive Income-Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses (“ASU~~ 2024-~~03”),~~01 ~~which~~– ~~requires the disaggregation, in the notes to the financial statements, of certain~~Compensation ~~cost~~– ~~and~~Stock ~~expense~~Compensation ~~captions~~(Topic presented on the face of the Company’s Statement of Operations, to provide enhanced transparency to investors. The update may be applied either prospectively or retrospectively. ASU 2024-03 is effective for fiscal years beginning after December 15, 2026 and interim periods within fiscal years beginning after December 15, 2027. Early adoption is permitted.718)

~~The~~In ~~Company~~March is2024, ~~currently~~the ~~evaluating~~Financial Accounting ~~the~~Standards ~~impact~~Board (“FASB”) issued Accounting Standard Update (“ASU”) 2024-0301, ~~will~~which ~~have~~clarifies the accounting for profits interest awards. This update provides guidance on ~~its~~determining ~~disclosures~~whether a profits interest or similar award falls within the scope of ASC 718 Compensation—Stock Compensation or other guidance. The ASU aims to ensure consistency and transparency in the accounting for these awards by providing clearer criteria and illustrative examples.

~~18.~~The ~~Subsequent~~guidance ~~Events~~is -effective ~~Management~~for ~~has~~fiscal years ~~evaluated~~and ~~events~~interim ~~occurring~~periods beginning after ~~the~~December ~~balance~~15, ~~sheet~~2024, ~~date~~with ~~through~~early ~~May~~adoption ~~15,~~permitted. ~~2025,~~The Company adopted the ~~date~~standard on ~~which~~January 1, 2025. Its adoption did not have a material impact on the ~~financial~~Company’s ~~statements~~unaudited ~~were~~condensed ~~filed~~consolidated financial statements.

12Recent Accounting Pronouncements - Not Yet Adopted:

~~STRAN~~ASU &2023-09 ~~COMPANY,~~– ~~INC.~~Income Taxes (Topic 740)

~~NOTES~~In TODecember ~~THE~~2023, ~~UNAUDITED~~the ~~CONDENSED~~FASB ~~CONSOLIDATED~~issued ASU ~~FINANCIAL~~2023-09, ~~STATEMENTS~~which amends the guidance on income tax disclosures. This update aims to improve the transparency and usefulness of income tax disclosures by requiring entities to provide more detailed information about the nature and effects of income tax uncertainties, the components of income tax expense, and the effective tax rate reconciliation. Additionally, the ASU mandates enhanced disclosures about deferred tax assets and liabilities, including the valuation allowance and the impact of tax law changes.

~~(in~~The ~~thousands,~~guidance ~~except~~is ~~share~~effective for fiscal years beginning after December 15, 2024, and ~~per~~interim ~~share~~periods ~~amounts)~~within fiscal years beginning after December 15, 2025, with early adoption permitted. The Company is currently evaluating the impact of adoption of this ASU.

B.ASU ~~FAIR~~2024-03 ~~VALUE~~- ~~MEASUREMENTS~~Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses

~~Fair~~In ~~value~~November ~~measurements~~2024, ~~discussed~~the ~~herein are~~FASB ~~based~~issued ~~upon~~ASU 2024-03, ~~certain~~which ~~market~~requires ~~assumptions~~the ~~and~~disaggregation, ~~pertinent~~in ~~information~~the ~~available~~notes to ~~management~~the asfinancial statements, of ~~March~~certain ~~31,~~cost ~~2025~~ and ~~December~~expense ~~31,~~captions ~~2024.~~presented on ~~The~~the ~~carrying~~face ~~amount~~ of ~~accounts~~the ~~payable~~Company’s ~~approximated~~statements ~~fair~~of ~~value~~operations, asto ~~they~~provide ~~are~~enhanced ~~short~~transparency ~~term~~to ~~in nature~~investors. The ~~fair~~update ~~value~~may ofbe ~~stock~~applied ~~options are~~either ~~estimated~~prospectively ~~based~~or onretrospectively. ~~the~~ASU ~~Black~~2024-~~Scholes~~03 ~~model~~is ~~during~~effective ~~the~~for ~~three~~fiscal ~~months~~years ~~ended~~beginning ~~March~~after 31December 15, ~~2025~~2026 and ~~the~~interim ~~year~~periods ~~ended~~within fiscal years beginning after December 3115, ~~2024~~2027. Early adoption is permitted.

~~Fair~~The ~~Value~~Company onis acurrently ~~Recurring~~evaluating the ~~Basis~~impact ASU 2024-03 will have on its disclosures.

~~The~~No ~~Company~~other ~~follows~~new ~~the~~accounting ~~guidance in~~pronouncements ~~ASC~~adopted ~~820~~or ~~for~~issued ~~its~~had ~~financial~~or ~~assets and liabilities that~~ are ~~re-measured~~expected ~~and~~to ~~reported~~have ata ~~fair~~material ~~value~~impact at each reporting period. The estimated fair value of the Company’s investments and money market accounts represent Level 1 measurements. The estimated fair value of the earn-out liabilities represent Level 3 measurements. The following table presents information about the Company’s assets and liabilities that are measured at fair value on ~~a recurring basis as of March 31, 2025 and December 31, 2024, and indicates~~ the ~~fair~~unaudited ~~value~~condensed ~~hierarchy of~~consolidated ~~the~~financial ~~valuation inputs the Company utilized to determine such fair value:~~statements.

Description	Level	March 31, 2025		December 31, 2024
Assets:
Investments	1	$	7,939	$	8,856
Liabilities:
Earn-out liabilities	3	$	711	$	711

~~Investments~~STRAN & COMPANY, INC.

~~The~~NOTES ~~Company’s~~TO ~~investments~~THE ~~consisted of~~UNAUDITED ~~the~~CONDENSED ~~following~~CONSOLIDATED FINANCIAL ~~as of March 31, 2025:~~STATEMENTS

	Cost		Unrealized Gain (Loss)			Fair Value
Money market fund	$	4,105	$	—		$	4,105
Corporate bonds		2,763		7			2,770
Mutual funds		267		—			267
US Treasury bills		799		(2	)		797
	$	7,934	$	5		$	7,939

(in thousands, except share and per share amounts)

~~The~~B. ~~Company’s~~FAIR ~~investments~~VALUE ~~consisted of the following as of December 31, 2024~~MEASUREMENTS:

	Cost		Unrealized Gain (Loss)			Fair Value
Money market fund	$	4,843	$	—		$	4,843
Corporate bonds		2,958		(6	)		2,952
Mutual funds		267		—			267
US Treasury bills		798		(4	)		794
	$	8,866	$	(10	)	$	8,856

Fair value measurements discussed herein are based upon certain market assumptions and pertinent information available to management as of June 30, 2025 and December 31, 2024.

13Fair Value on a Recurring Basis

~~STRAN~~The &Company ~~COMPANY~~follows the guidance in ASC 820, ~~INC~~Fair Value Measurement, for its financial assets and liabilities that are re-measured and reported at fair value at each reporting period. The estimated fair value of the Company’s investments and money market accounts represent Level 1 measurements. The estimated fair value of the earn-out liabilities represents Level 3 measurements. There were no transfers between levels within the fair value measurement hierarchy during the quarter ended June 30, 2025. The following table presents information about the Company’s assets and liabilities that are measured at fair value on a recurring basis as of June 30, 2025 and December 31, 2024, and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value:

NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

Description	Level	June 30, 2025		December 31, 2024
Assets:
Investments	1	$	4,997	$	8,856

Liabilities:
Earn-out liabilities	3	$	560	$	711

~~(in thousands, except share and per share amounts)~~Investments

~~Earn-Out~~The ~~Liabilities~~Company’s investments consisted of the following as of June 30, 2025:

A reconciliation of the earn-out liability is included below:

	Cost		Unrealized Gain (Loss)		Fair Value
Money market fund	$	1,363	$	—	$	1,363
Corporate bonds		2,562		7		2,569
Mutual funds		267		—		267
US Treasury bills		798		—		798
	$	4,990	$	7	$	4,997

Balance as of December 31, 2024	$	711
Payments earned and paid		—
Loss upon re-measurement		—
Balance as of March 31, 2025	$	711
Current portion of contingent earn-out liabilities	$	256
Long-term contingent earn-out liabilities	$	455

The Company’s investments consisted of the following as of December 31, 2024:

Fair Value on a Non-Recurring Basis

	Cost		Unrealized Gain (Loss)			Fair Value
Money market fund	$	4,843	$	—		$	4,843
Corporate bonds		2,958		(6	)		2,952
Mutual funds		267		—			267
US Treasury bills		798		(4	)		794
	$	8,866	$	(10	)	$	8,856

~~Installment~~Earn-Out ~~Payment~~ Liabilities

~~The~~In ~~estimated~~connection ~~fair~~with ~~value~~certain of the ~~installment payment liabilities represent a Level 2 measurement. The~~ Company ~~measures the initial installment payment liabilities at fair value by discounting the contractually agreed upon payments by Bloomberg~~’s asset B+acquisitions, ~~corporate~~certain ~~yield~~earn-out ~~curve~~liabilities aswere ofestablished ~~the~~which ~~valuation~~reflect ~~date, using rates commensurate with~~ the ~~term~~estimated toamounts ~~payment.~~payable ~~The~~upon ~~credit rating was determined utilizing Bloomberg’s default risk function for~~ the ~~Company as~~achievement of sales ~~the~~from ~~valuation~~acquired ~~date.~~intangible ~~The~~assets ~~installment~~over ~~payments and payment date (term) are based on the purchase agreements and the discount rate represents~~ a ~~quoted~~period ~~market~~of ~~price~~time ~~classified~~following ~~within Level 2 of~~ the ~~fair value hierarchy~~acquisition. ~~All~~As ~~assumptions utilized in the determination~~ of ~~the~~June ~~fair~~30, ~~values~~2025, ~~of assets and liabilities acquired in~~ the Company’s ~~business~~has ~~combinations~~earn-out ~~were~~liabilities associated ~~determined~~with toits bepurchase ~~Level~~of 3Trend inBrand ~~the fair value hierarchy~~Solutions, ~~see~~T.R. ~~Note~~Miller FCo., ~~“Acquisitions”~~and ~~for~~Premier ~~the valuation assumptions used~~NYC.

~~C. INVENTORY:~~13

~~Inventory~~STRAN ~~consists~~& ofCOMPANY, ~~the following:~~INC.

	March 31, 2025		December 31, 2024
Finished goods (branded products)	$	7,439	$	5,093
Goods in process (un-branded products)		217		296
	$	7,656	$	5,389

NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

D.(in ~~PROPERTY~~thousands, ~~AND~~except share ~~EQUIPMENT,~~and ~~NET:~~per share amounts)

~~Property~~Assumptions ~~and~~used ~~equipment,~~in ~~net~~determining ~~consists~~the fair market value of the earn-out liabilities include the acquired asset’s projected gross profit, discount rates, remaining time intervals and residual earn-out percentages. The following table summarizes the key unobservable inputs into the models used to estimate the fair value of the earn-out liabilities at June 30, 2025:

	March 31, 2025			December 31, 2024
Unobservable Inputs	June 30, 2025
Leasehold improvements	$	6		$	6
Projected annual gross profit	$	907 - $4,398
Office furniture and equipment		688			660
Earnout percentage		40.0% - 45.0	%
Software		3,063			2,967
Expected volatility		25.0	%
Transportation equipment		62			62
Risk-free rate		3.6% - 4.2	%
		3,819			3,695
Discount rate		5.0% - 5.2	%
Accumulated depreciation		(2,135	)		(1,994	)
Required Metric Risk Premium		5.3% - 7.7	%
	$	1,684		$	1,701
Time period to settlement		0.4 - 2.4 years

~~The~~A ~~Company~~reconciliation ~~recorded depreciation expense~~ of ~~$142 and $43 for~~ the ~~three~~earn-out ~~months~~liabilities is ~~ended~~included ~~March 31, 2025 and 2024, respectively.~~below:

Balance as of December 31, 2024	$	711
Payments earned and paid		(151	)
Balance as of June 30, 2025	$	560

Current portion of contingent earn-out liabilities	$	105
Long-term contingent earn-out liabilities	$	455

~~STRAN & COMPANY, INC~~C. INVENTORY:

~~NOTES~~Inventory TOconsists ~~THE~~of ~~UNAUDITED~~the ~~CONDENSED CONSOLIDATED FINANCIAL STATEMENTS~~following:

(in thousands, except share and per share amounts)

	June 30, 2025		December 31, 2024
Finished goods (branded products)	$	6,638	$	5,093
Goods in process (un-branded products)		98		296
	$	6,736	$	5,389

ED. ~~GOODWILL~~PROPERTY AND ~~INTANGIBLE~~EQUIPMENT, ~~ASSETS~~NET:

~~The~~Property ~~following~~and ~~table~~equipment, ~~summarizes~~net consists ~~the~~of ~~activity in~~ the ~~Company’s goodwill balance~~following:

Balance as of December 31, 2023 (1)	$	—
	June 30, 2025			December 31, 2024
Gander Group Acquisition (see Note F)		2,542
Leasehold improvements	$	—		$	6
Measurement period adjustment		(221	)
Office furniture and equipment		688			660
Balance as of December 31, 2024	$	2,321
Software		3,142			2,967
Balance as of March 31, 2025	$	2,321
Transportation equipment		62			62
		3,892			3,695
Accumulated depreciation		(2,274	)		(1,994	)
	$	1,618		$	1,701

~~(1)~~The ~~Net~~Company ofrecorded ~~accumulated~~depreciation ~~impairment~~expense of ~~loss~~$143 ofand $1126 for the three months ended June 30,~~992~~ as2025 and 2024, respectively. The Company recorded depreciation expense of ~~December~~$285 31and $170 for the six months ended June 30, ~~2023~~2025 and 2024, respectively.

~~The following table presents details of the Company’s intangible assets, estimated lives and related accumulated amortization:~~14

	Weighted-	As of March 31, 2025							As of December 31, 2024
	Average Remaining Useful Life	Gross		Accumulated Amortization			Net Carrying Amount		Gross		Accumulated Amortization			Net Carrying Amount
Customer lists	8.4 years	$	5,175	$	(1,135	)	$	4,040	$	5,175	$	(1,005	)	$	4,170
Total intangible assets - customer lists, net		$	5,175	$	(1,135	)	$	4,040	$	5,175	$	(1,005	)	$	4,170
Trade name	Indefinite	$	654	$	—		$	654	$	654	$	—		$	654
Total intangible assets - trade name		$	654	$	—		$	654	$	654	$	—		$	654

STRAN & COMPANY, INC.

~~The~~NOTES ~~Company~~TO ~~recorded~~THE ~~amortization~~UNAUDITED ~~expense of~~CONDENSED ~~$130 and $85 for the three months ended March 31, 2025 and 2024,~~CONSOLIDATED ~~respectively.~~FINANCIAL STATEMENTS

~~The~~(in ~~following~~thousands, ~~table presents future~~except ~~estimated~~share ~~amortization~~and ~~expense~~per ~~based~~share ~~on existing intangible assets held for use:~~amounts)

Fiscal Years:
Remainder of 2025	$	366
2026		488
2027		488
2028		488
2029		488
Thereafter		1,722
Total	$	4,040

GOODWILL AND INTANGIBLE ASSETS:

~~Actual~~The ~~future~~following ~~estimated~~table ~~amortization~~summarizes ~~expense~~the ~~could~~activity ~~differ~~in ~~from~~the ~~these~~Company’s ~~estimated~~goodwill ~~amounts as a result of future acquisitions, dispositions, impairments, and other factors or changes.~~balance:

F. ACQUISITIONS

Balance as of December 31, 2023 (1)	$	—
Gander Group Acquisition (see Note F)		2,542
Measurement period adjustment		(221	)
Balance as of December 31, 2024	$	2,321
Balance as of June 30, 2025	$	2,321

~~Gander Group~~(1) ~~Acquisition~~Net of accumulated impairment loss of $1,992 as of December 31, 2023.

OnThe ~~August~~following ~~23,~~table ~~2024,~~presents ~~Stran Loyalty Solutions~~details ~~entered~~of ~~into~~ the ~~Sale~~Company’s ~~Agreement,~~intangible ~~between Stran Loyalty Solutions and the Secured Party~~assets, ~~pursuant~~estimated tolives ~~which Stran Loyalty Solutions agreed to purchase, on an as-is basis, all of the rights~~ and ~~interests~~related ofaccumulated the Gander Group Assets from Secured Party as the Gander Group Transaction. Gander Group provides promotional products and programs to its customers. The Company entered into the acquisition to expand its customer base to other industries.amortization:

Under the Sale Agreement, the aggregate consideration for the Gander Group Assets consisted of (a) cash payments by Stran Loyalty Solutions to Secured Party of approximately $1,099 (the “Cash Purchase Price”), and (b) cash payment of $370 per the Release Agreement (as defined below). The aggregate purchase price was $1,469.

		As of June 30, 2025							As of December 31, 2024
	Weighted - Average Remaining Useful Life	Gross		Accumulated Amortization			Net Carrying Amount		Gross		Accumulated Amortization			Net Carrying Amount
Customer lists	8.1 years	$	5,175	$	(1,241	)	$	3,934	$	5,175	$	(1,005	)	$	4,170
Total intangible assets - customer lists, net		$	5,175	$	(1,241	)	$	3,934	$	5,175	$	(1,005	)	$	4,170
Trade name	Indefinite	$	654	$	—		$	654	$	654	$	—		$	654
Total intangible assets - trade name		$	654	$	—		$	654	$	654	$	—		$	654

AsThe aCompany ~~result~~recorded amortization expense of ~~the~~$106 ~~Gander~~and ~~Group~~$85 ~~Transaction Closing,~~for the ~~Company~~three ~~indirectly~~months ~~acquired~~ended ~~substantially~~June ~~all~~30, of2025 ~~the~~and ~~assets~~2024, respectively. ofThe ~~Gander~~Company ~~Group,~~recorded ~~including~~amortization ~~all~~expense of ~~the~~$236 ~~equity~~and of$171 ~~Gander~~for ~~Group~~the six ~~Louisiana,~~months ~~LLC,~~ended aJune ~~Louisiana~~30, ~~limited~~2025 ~~liability~~and ~~company~~2024, ~~which became a wholly-owned subsidiary of Stran Loyalty Solutions~~respectively.

15The following table presents future estimated amortization expense based on existing intangible assets held for use:

STRAN & COMPANY, INC.

Fiscal Years:
Remainder of 2025	$	246
2026		488
2027		488
2028		488
2029		488
Thereafter		1,736
Total	$	3,934

~~NOTES~~Actual TOfuture ~~THE~~estimated ~~UNAUDITED~~amortization expense ~~CONDENSED~~could ~~CONSOLIDATED FINANCIAL~~differ ~~STATEMENTS~~from these estimated amounts as a result of future acquisitions, dispositions, impairments, and other factors or changes.

~~(in~~F. ~~thousands, except share and per share amounts)~~ACQUISITIONS

~~In addition, Stran Loyalty Solutions entered into a Release Agreement, dated as of August 23, 2024, between~~ Gander ~~Group and Stran Loyalty Solutions (the “Release Agreement”).~~ ~~Under the Release Agreement, Gander~~ Group granted a full and complete waiver and release of Stran Loyalty Solutions and its affiliates of any non-competition, non-solicitation, or similar restrictive covenants of any parties owed to Gander Group or any of its affiliates and Stran was required to pay an additional $370 to Gander Group.Acquisition

~~The~~On August 23, 2024, Stran Loyalty Solutions entered into the Sale Agreement, between Stran Loyalty Solutions and the ~~Release Agreement~~Secured ~~included~~Party, ~~provisions~~pursuant ~~for~~to ~~indemnification~~which Stran Loyalty Solutions agreed to purchase, ~~reimbursement~~on ~~for~~an ~~returned~~as-is ~~items~~basis, ~~handling~~all of ~~assets~~the rights and ~~liabilities~~interests ~~during~~of the Gander Group Assets from Secured Party as the Gander Group Transaction. Gander Group’s ~~wind-down,~~provides promotional products and ~~certain~~programs to its customers. The Company entered into the acquisition to expand its customer base to other ~~matters~~industries.

Cash	$	1,099
Gander release agreement payments		370
Total consideration	$	1,469

Under the Sale Agreement, the aggregate consideration for the Gander Group Assets consisted of (a) cash payments by Stran Loyalty Solutions to Secured Party of approximately $1,099 (the “Cash Purchase Price”), and (b) cash payment of $370 per the Release Agreement (as defined below). The aggregate purchase price was $1,469.

~~The following table summarizes the purchase price allocations relating to the Gander Group Acquisition:~~15

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

STRAN & COMPANY, INC.

~~The Gander~~NOTES ~~Group~~TO ~~Assets~~THE ~~were~~UNAUDITED ~~valued~~CONDENSED ~~using a combination of a multi-period excess earnings methodology, a form of a discounted cash~~CONSOLIDATED ~~flow~~FINANCIAL approach, and a relief from royalty methodology, a form of a present value of cash flows approach. The $1,717 balance of accounts receivable is the fair value of accounts receivable, net of amounts that are expected to be collected as of the acquisition date. The goodwill represents the excess fair value after the allocation of intangibles, of which approximately $2,542 is expected to be deductible for tax purposes.STATEMENTS

~~The Company incurred approximately $435 of acquisition related transaction costs~~ (in ~~conjunction~~thousands, except ~~with~~share ~~the~~and ~~Gander~~per ~~Group~~share ~~Acquisition.~~amounts)

~~Pro~~As ~~forma~~a ~~disclosure~~result ~~for~~of the Gander Group ~~Acquisition~~Transaction Closing, the Company indirectly acquired substantially all of the assets of Gander Group, including all of the equity of Gander Group Louisiana, LLC, a Louisiana limited liability company, which became a wholly-owned subsidiary of Stran Loyalty Solutions.

~~The~~In ~~following~~addition, ~~unaudited~~Stran ~~pro~~Loyalty ~~forma financial~~Solutions ~~information~~entered ~~reflects~~into ~~the~~a ~~consolidated~~Release ~~results~~Agreement, ofdated ~~operations~~as of ~~the~~August ~~Company~~23, ~~for~~2024, ~~the~~between ~~three~~Gander ~~months~~Group ~~ended~~and ~~March~~Stran ~~31,~~Loyalty ~~2024,~~Solutions as(the if“Release Agreement”). Under the Release Agreement, Gander Group ~~Acquisition~~granted ~~had~~a ~~taken~~full ~~place~~and oncomplete ~~January~~waiver 1,and ~~2024.~~release ~~The~~of ~~pro~~Stran ~~forma~~Loyalty ~~financial~~Solutions ~~information~~and isits ~~not~~affiliates of ~~necessarily~~any ~~indicative~~non-competition, ofnon-solicitation, ~~the~~or ~~results~~ similar restrictive covenants of ~~operations~~any asparties ~~they~~owed ~~would~~to ~~have~~Gander ~~been~~Group ~~had~~or ~~the~~any ~~transactions~~of ~~been~~its ~~effected~~affiliates and onStran ~~the~~was ~~assumed~~required ~~date:~~to pay an additional $370 to Gander Group.

	March 31, 2024
Sales	$	35,461
Net income		646

The Sale Agreement and the Release Agreement included provisions for indemnification, reimbursement for returned items, handling of assets and liabilities during Gander Group’s wind-down, and certain other matters.

Cash	$	1,099
Gander release agreement payments		370
Total consideration	$	1,469

~~STRAN~~The &following ~~COMPANY,~~table ~~INC.~~summarizes the purchase price allocations relating to the Gander Group Acquisition:

NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

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

~~(in~~The Gander ~~thousands~~Group Assets were valued using a combination of a multi-period excess earnings methodology, ~~except~~a ~~share~~form of a discounted cash flow approach, and ~~per~~a ~~share~~relief from royalty methodology, a form of a present value of cash flows approach. The $1,717 balance of accounts receivable is the fair value of accounts receivable, net of amounts) that are expected to be collected as of the acquisition date. The goodwill represents the excess fair value after the allocation of intangibles, of which approximately $2,321 is expected to be deductible for tax purposes.

G.The Company ~~ACCOUNTS~~incurred ~~PAYABLE~~approximately ~~AND~~$435 ~~ACCRUED~~of ~~EXPENSES:~~acquisition related transaction costs in conjunction with the Gander Group Acquisition.

~~Accounts~~Pro ~~payable~~forma ~~and~~disclosure ~~accrued~~for ~~expenses consists~~the ofGander ~~the~~Group ~~following:~~Acquisition

	March 31, 2025		December 31, 2024
Inventory purchases	$	6,455	$	6,363
Accrued expenses		2,538		2,556
	$	8,993	$	8,919

The following unaudited pro forma financial information reflects the consolidated results of operations of the Company for the six months ended June 30, 2024, as if the Gander Group Acquisition had taken place on January 1, 2024. The pro forma financial information is not necessarily indicative of the results of operations as they would have been had the transactions been effected on the assumed date:

H. REWARD CARD PROGRAM LIABILITY:

	June 30, 2024
Sales	$	60,431

Net income	$	877

The Company manages reward card programs for customers. Under this program, the Company receives cash and simultaneously records a liability for the total amount received. These accounts are adjusted on a periodic basis as reward cards are funded or reduced at the direction of the customers. As of March 31, 2025 and December 31, 2024, the Company had deposits totaling $875 and $6,000, respectively.16

I.STRAN ~~INSTALLMENT~~& ~~PAYMENT~~COMPANY, ~~LIABILITY:~~INC.

ANOTES ~~reconciliation~~TO ofTHE ~~the~~UNAUDITED ~~installment~~CONDENSED CONSOLIDATED ~~payment~~FINANCIAL ~~liability is included below:~~STATEMENTS

Balance as of December 31, 2024	$	790
Interest accretion		12
Payments made		(40	)
Balance as of March 31, 2025	$	762
Current portion of installment payment liabilities	$	337
Long-term installment payment liabilities	$	425

(in thousands, except share and per share amounts)

JG. ~~REVENUE~~ACCOUNTS PAYABLE AND ACCRUED EXPENSES:

~~Revenue~~Accounts ~~disaggregated~~payable ~~according~~and toaccrued expenses ~~the~~consist ~~timing~~ of ~~transfer~~the ~~of goods or services (e.g., at a point in time) was as follows~~following:

Revenue generated per major product category	March 31, 2025		March 31, 2024
	June 30, 2025		December 31, 2024
Promotional products - dropshipping	$	9,185	$	8,412
Inventory purchases	$	7,514	$	6,363
Promotional products – bulk dropshipping		6,331		5,765
Accrued expenses		1,999		2,556
Promotional products – Company owned inventory		2,894		2,599
	$	9,513	$	8,919
Casino continuity program		7,368		—
Promotional products – third-party distributor		2,595		1,674
Rewards program		226		285
Additional services		95		92
	$	28,694	$	18,827

17H. REWARD CARD PROGRAM LIABILITY:

~~STRAN~~The &Company manages ~~COMPANY~~reward card programs for customers. Under this program, ~~INC~~the Company receives cash and simultaneously records a liability for the total amount received. These accounts are adjusted on a periodic basis as reward cards are funded or reduced at the direction of the customers. As of June 30, 2025 and December 31, 2024, the Company had deposits totaling $9,000 and $6,000, respectively.

~~NOTES~~I. TOINSTALLMENT ~~THE~~PAYMENT ~~UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS~~LIABILITIES:

(The installment payment liabilities incurred in ~~thousands~~connection with certain of the Company’s asset acquisitions were initially measured at fair value on the date of acquisition by discounting the contractually agreed upon payments using the Bloomberg B+ corporate yield curve as of the valuation date, ~~except~~applying rates ~~share~~commensurate ~~and~~with ~~per~~the ~~share~~term to payment. The credit rating was determined utilizing Bloomberg’s default risk function for the Company as of the respective acquisition valuation dates. The installment payment amounts) and payment dates were based on the purchase agreements and the discount rates utilized at the date of the Company’s asset acquisition.

~~Unearned~~A ~~revenue~~reconciliation ~~includes~~of ~~customer~~the installment ~~deposits~~payment ~~and~~liabilities ~~deferred~~is ~~revenue~~included ~~which represent prepayments from customers. The Company had unearned revenue as follows~~below:

	March 31, 2025			March 31, 2024
Balance as of December 31, 2024	$	790
Balance at January 1,	$	4,423		$	1,116
Interest accretion		23
Revenue recognized		(1,098	)		(1,014	)
Payments made		(230	)
Amounts collected or invoiced		3,085			490
Balance as of June 30, 2025	$	583
Unearned revenue	$	6,410		$	592
Current portion of installment payment liabilities	$	158
Long-term installment payment liabilities	$	425

~~K. COMMITMENTS AND CONTINGENCIES:~~17

~~Legal~~STRAN ~~Proceedings~~& COMPANY, INC.

~~The~~NOTES ~~Company~~TO ~~may~~THE ~~from~~UNAUDITED ~~time~~CONDENSED ~~to time become~~CONSOLIDATED ~~involved~~FINANCIAL in various legal actions incidental to our business. As of the date of this report, the Company is not involved in any legal proceedings that it believes could have a material adverse effect on its financial position or results of operations. However, the outcome of any current or future legal proceeding is inherently difficult to predict and any dispute resolved unfavorably could have a material adverse effect on the Company’s business, financial position, and operating results.STATEMENTS

~~Lease~~(in ~~Agreements~~thousands, ~~- Operating~~except ~~Leases~~share and per share amounts)

~~On May 31, 2020, the Company renewed a lease for a 10,500 square foot office space in Quincy, MA~~J. The lease renewed on June 1, 2020 and is for a term of 60 months from the renewal date. The lease included an escalation clause with annual increases of approximately 2.5% increase per year. The associated lease right-of-use asset and lease liability is $54 as of March 31, 2025, based on the present value of payments and an incremental borrowing rate of 2%. As the Company’s lease did not provide an implicit rate, the Company estimated the incremental borrowing rate based on the credit quality of the Company and by comparing interest rates available in the market for similar borrowings.REVENUE:

OnRevenue ~~February~~disaggregated 1,according ~~2023, the Company entered~~to ~~into a lease for a 5,600 square foot office space in Tomball, TX. The lease commenced on February 1, 2023 and is for a term of 36 months from~~ the ~~commencement~~timing ~~date. The lease included an escalation clause with annual increases~~ of ~~approximately~~transfer ~~2.3% increase per year. The associated lease right-~~of~~-use~~ ~~asset~~goods ~~and~~or ~~lease~~services ~~liability is $55 as of March 31, 2025, based on the present value of payments and an incremental borrowing rate of 4%~~(e. ~~As the Company’s lease did not provide an implicit rate~~g., ~~the~~at ~~Company~~a ~~estimated~~point ~~the incremental borrowing rate based on the credit quality of the Company and by comparing interest rates available~~ in ~~the~~time) ~~market~~was ~~for~~as ~~similar borrowings.~~follows:

On May 31, 2023, the Company entered into a lease for a 25,000 square foot office space and warehouse in Walpole, MA. The lease commenced on June 1, 2023 and is for a term of 60 months from the commencement date. The lease included an escalation clause with annual increases of approximately 2% increase per year. The associated lease right-of-use asset and lease liability is $552 as of March 31, 2025, based on the present value of payments and an incremental borrowing rate of 4%. As the Company’s lease did not provide an implicit rate, the Company estimated the incremental borrowing rate based on the credit quality of the Company and by comparing interest rates available in the market for similar borrowings.

	Three Months Ended June 30,				Six Months Ended June 30,
Revenue generated per major product category	2025		2024		2025		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
	$	32,577	$	16,693	$	61,271	$	35,520

OnUnearned ~~March~~revenue 9,includes ~~2021, the Company entered~~customer ~~into~~deposits ~~a lease for a 9,000 square foot office space in Irvine, CA. The lease commenced on April 1, 2021~~ and isdeferred ~~for~~revenue awhich ~~term~~represent ofprepayments ~~48 months~~ from ~~the~~ ~~commencement date~~customers. The ~~lease~~Company ~~was~~had ~~amended~~unearned torevenue ~~terminate October 31, 2024. The lease included an escalation clause with annual increases of approximately 3% increase per year. The associated lease right-of-use asset and lease liability is $0~~ as of December 31, 2024, based on the present value of payments and an incremental borrowing rate of 8%. As the Company’s lease did not provide an implicit rate, the Company estimated the incremental borrowing rate based on the credit quality of the Company and by comparing interest rates available in the market for similar borrowings.follows:

On November 26, 2024, the Company entered into a lease for a 6,500 square foot office space in Irvine, CA. The lease commenced on January 1, 2025 and is for a term of 36 months from the commencement date. The lease included an escalation clause with annual increases of approximately 4% increase per year. The associated lease right-of-use asset and lease liability is $541 as of March 31, 2025, based on the present value of payments and an incremental borrowing rate of 6.7%. As the Company’s lease did not provide an implicit rate, the Company estimated the incremental borrowing rate based on the credit quality of the Company and by comparing interest rates available in the market for similar borrowings.

	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	$	4,817		$	854

18For the six months ended June 30, 2025 and 2024, the Company recognized $428 thousand and $1,044 thousand associated with unearned revenue balances outstanding at December 31, 2024 and 2023, respectively.

~~STRAN~~K. &COMMITMENTS ~~COMPANY,~~AND ~~INC.~~CONTINGENCIES:

~~NOTES~~Legal ~~TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS~~Proceedings

(The Company may from time to time become involved in ~~thousands~~various legal actions incidental to our business. As of the date of this report, ~~except~~the ~~share~~Company is not involved in any legal proceedings that it believes could have a material adverse effect on its financial position or results of operations. However, the outcome of any current or future legal proceeding is inherently difficult to predict and ~~per~~any ~~share~~dispute ~~amounts)~~resolved unfavorably could have a material adverse effect on the Company’s business, financial position, and operating results.

OnLease ~~January~~Agreements ~~10, 2025, the Company entered into a seven~~-~~year~~ ~~lease agreement for new office space in North Quincy, Massachusetts. The Company’s existing lease agreement for~~Operating its office space expires May 31, 2025. The new lease term begins on June 1, 2025 and expires on May 31, 2032 with an option to extend the lease an additional five years. The lease contains an initial base rent of approximately $21 thousand per month with 2.2% - 2.5% annual escalations, plus a percentage of taxes and operating expenses incurred by the lessor in connection with the ownership and management of the propertyLeases

~~The~~On ~~company~~May ~~rents~~31, ~~other~~2020, ~~office~~the ~~space~~Company renewed ona ~~terms~~lease offor 12a ~~months~~10,500 orsquare ~~less~~foot oroffice space in Quincy, MA. The lease renewed on aJune ~~month-to-month~~1, ~~basis~~2020 ~~which~~and ~~are~~is ~~not~~for ~~included~~a interm of 60 months from the renewal ~~analysis~~date. ~~above~~This lease terminated on May 31, 2025.

On February 1, 2023, the Company entered into a lease for a 5,600 square foot office space in Tomball, TX. The ~~following~~lease ~~schedule~~commenced ~~represents~~on February 1, 2023 and is for a term of 36 months from the commencement date. The lease included an escalation clause with annual increases of approximately 2.3% increase per year. The ~~components~~Company recorded an initial right-of-use asset and lease ~~expense:~~liability of $184 thousand. The associated lease right-of-use asset and lease liability is $38 thousand as of June 30, 2025, based on the present value of payments and an incremental borrowing rate of 4%. As the Company’s lease did not provide an implicit rate, the Company estimated the incremental borrowing rate based on the credit quality of the Company and by comparing interest rates available in the market for similar borrowings.

	March 31, 2025		March 31, 2024
Lease cost
Operating lease cost	$	201	$	172
Total	$	201	$	172

On May 31, 2023, the Company entered into a lease for a 25,000 square foot office space and warehouse in Walpole, MA. The lease commenced on June 1, 2023 and is for a term of 60 months from the commencement date. The lease included an escalation clause with annual increases of approximately 2% increase per year. The Company recorded an initial right-of-use asset of $849 thousand and lease liability of $834 thousand. The associated right-of-use asset and lease liability is $516 thousand and $511 thousand, respectively, as of June 30, 2025, based on the present value of payments and an incremental borrowing rate of 4.0%. As the Company’s lease did not provide an implicit rate, the Company estimated the incremental borrowing rate based on the credit quality of the Company and by comparing interest rates available in the market for similar borrowings.

~~The following schedule represents maturities of operating lease liabilities as of March 31, 2025:~~ 18

	Operating Minimum Lease Payments
Remainder of 2025	$	398
2026		440
2027		407
2028		65
Less amount representing interest		(81	)
Present value of payments	$	1,229

STRAN & COMPANY, INC.

~~The~~NOTES ~~following~~TO ~~schedule~~THE ~~sets~~UNAUDITED ~~forth~~CONDENSED ~~supplemental~~CONSOLIDATED ~~cash~~FINANCIAL ~~flow information related to operating leases for the three months ended March 31, 2025 and 2024 :~~ STATEMENTS

	March 31, 2025			March 31, 2024
Other information
Operating cash flows from operating lease	$	(6	)	$	19

(in thousands, except share and per share amounts)

~~The~~On ~~aggregate~~March ~~weighted~~9, ~~average~~2021, ~~remaining~~Bangarang Enterprises, the former owner of the Gander Group, entered into a lease ~~term~~for ~~was~~a ~~2.65~~9,000 ~~years~~square asfoot ofoffice ~~March 31~~space in Irvine, ~~2025~~CA. The ~~aggregate~~lease ~~weighted~~commenced ~~average discount~~on ~~rate~~April ~~was~~1, ~~4.88%~~2021 aswith a term of ~~March~~ 48 months from the commencement date. The lease terminated on October 31, ~~2025~~2024.

LOn November 26, 2024, the Company entered into a lease for a 6,500 square foot office space in Irvine, CA. ~~STOCKHOLDERS~~The lease commenced on January 1, 2025 and is for a term of 36 months from the commencement date. The lease included an escalation clause with annual increases of approximately 4% increase per year. The Company recorded an initial right-of-use asset and lease liability of $548 thousand. The associated right-of-use asset and lease liability is $465 thousand and $497 thousand, respectively, as of June 30, 2025, based on the present value of payments and an incremental borrowing rate of 6.7%. As the Company’s ~~EQUITY:~~lease did not provide an implicit rate, the Company estimated the incremental borrowing rate based on the credit quality of the Company and by comparing interest rates available in the market for similar borrowings.

~~Stock~~On ~~Repurchase~~January ~~Program~~10, 2025, the Company entered into a seven-year lease agreement for new office space in North Quincy, Massachusetts. The new lease term commenced on June 1, 2025 and expires on May 31, 2032 with an option to extend the lease an additional five years. The lease contains an initial base rent of approximately $21 thousand per month with 2.2% - 2.5% annual escalations, plus a percentage of taxes and operating expenses incurred by the lessor in connection with the ownership and management of the property. The Company recorded an initial right-of-use asset of $1.3 million and lease liability of $1.5 million. The associated right-of-use asset and lease liability is $1,264 thousand and $1,516 thousand, respectively, as of June 30, 2025, based on the present value of payments and an incremental borrowing rate of 6.5%.

OnThe ~~February 21, 2022, the Board of Directors of the~~ Company ~~authorized~~rents aother ~~repurchase~~office ~~of up to $10,000 of the Company’s shares from time to pursuant to a stock repurchase~~space ~~program,~~on ~~or the Repurchase Program. Under the~~ terms of ~~the~~12 ~~Repurchase~~months ~~Program,~~or ~~the~~less ~~Company may repurchase shares through open market~~ or ~~negotiated~~ ~~private~~on ~~transactions.~~a ~~The~~month-to-month ~~timing~~basis ~~and~~which extent of any purchases depend upon ongoing assessments of the Company’s capital needs, market conditions and the price of the Company’s common stock, and other corporate considerations, as determined by management, and are ~~subject to the restrictions relating to volume, price and timing under applicable laws, including but~~ not ~~limited~~included ~~to,~~in ~~Rule 10b-18 promulgated under~~ the ~~Exchange~~analysis ~~Act~~above. ~~The Repurchase Plan was terminated in June 2024.~~

~~The~~Operating ~~Company~~lease ~~did~~expenses ~~not~~were ~~repurchase~~approximately $194 ~~any~~thousand ~~shares~~and ~~during~~$154 thousand for the three months ended ~~March~~June 30, 312025 and 2024, respectively, and $395 thousand and $326 thousand for the six months ended June 30, 2025 and 2024, respectively, and were included in general and administrative expenses in the unaudited condensed consolidated statements of operations.

19The following schedule represents maturities of operating lease liabilities as of June 30, 2025:

STRAN & COMPANY, INC.

	Operating Minimum Lease Payments
Remainder of 2025	$	375
2026		702
2027		679
2028		335
2029		276
Thereafter		693
Total		3,060
Less amount representing interest		(519	)
Present value of payments	$	2,541

~~NOTES~~The TOfollowing ~~THE~~schedule ~~UNAUDITED~~sets ~~CONDENSED~~forth ~~CONSOLIDATED~~supplemental ~~FINANCIAL~~cash ~~STATEMENTS~~flow information related to operating leases for the three and six months ended June 30, 2025 and 2024 :

(in thousands, except share and per share amounts)

	Three Months Ended June 30,				Six Months Ended June 30,
	2025		2024		2025		2024
Other information
Operating cash flows from operating lease	$	217	$	132	$	333	$	256

MThe aggregate weighted average remaining lease term was 5.2 ~~STOCK-BASED~~years ~~COMPENSATION:~~and 2.7 years as of June 30, 2025 and December 31, 2024. The aggregate weighted average discount rate was 5.9% and 3.7% as of June 30, 2025 and December 31, 2024.

In November 2021, the Board of Directors adopted the Amended and Restated 2021 Equity Incentive Plan (the “2021 Plan”) which provides for the granting of non-qualified stock options and restricted stock to the Company’s employees, officers, directors, and outside consultants to purchase shares of the Company’s common stock. As of March 31, 2025, the number of shares of common stock available for issuance under the 2021 Plan is 1,048,419 shares of common stock.19

~~Stock-based~~STRAN ~~compensation~~& ~~expense~~COMPANY, ~~included the following components:~~INC.

	March 31, 2025		March 31, 2024
Stock options	$	8	$	—
Restricted stock		1		150
	$	9	$	150

NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

~~All~~(in ~~stock-based~~thousands, ~~compensation expense~~except isshare ~~recorded in General~~ and ~~administrative~~per ~~expense~~share ~~in the Statements of Operations.~~amounts)

~~Non-Qualified~~L. ~~Stock~~STOCKHOLDERS’ ~~Options~~EQUITY:

~~The~~Common fair value of options is estimated on the date of grant using the Black-Scholes option pricing model using the assumptions noted in the table below. The fair value is amortized as compensation cost on a straight-line basis over the requisite service period of the awards, which is generally the vesting period. The Company uses historical data on employee turnover and terminations to estimate the percentage of options that will ultimately be exercised. Expected volatility is based on historical volatility from a representative sample of publicly traded companies. The expected term represents the period of time that the options are expected to be outstanding. The risk-free interest rate is estimated using the rate of return on U.S. Treasury Notes with a life that approximates the expected life of the option. Forfeitures are estimated at the time of grant and revised, if necessary, in subsequent periods if actual results differ from the estimates. Stock~~-based compensation is based on awards that are ultimately expected to vest.~~

~~Option~~In ~~awards~~accordance ~~are~~with ~~generally~~the ~~granted~~Company’s ~~with~~Articles anof ~~exercise~~Incorporation ~~price~~dated ~~equal~~May to24, 2021, the ~~fair~~Company ~~value~~is authorized to issue 300,000,000 shares of ~~the~~$0.0001 ~~Company’s~~par value common stock, of which 18,546,461 and 18,598,574 shares were issued and outstanding at ~~the~~June ~~date~~30, of2025 ~~grant;~~and ~~those~~December ~~options~~31, ~~generally~~2024, ~~vest~~respectively. ~~based~~Common onstockholders ~~four~~are ~~years~~entitled ofto ~~continuous~~one ~~service~~vote per share and ~~have~~are ~~10-years~~entitled ~~contractual~~to ~~terms~~receive dividends when, as and if declared by the board of directors.

~~A summary of option activity under the 2021 Plan as of and for the three months ended March 31, 2025 is presented below:~~Warrants

Options	Shares		Weighted Average Exercise Price		Aggregate Intrinsic Value
Outstanding at December 31, 2024		1,376,333	$	4.03	$	—
Granted		15,000		1.48		—
Forfeited or expired and other adjustments		(3,334)		3.75		—
Outstanding at March 31, 2025		1,387,999	$	4.00	$	—
Vested and exercisable at March 31, 2025		1,223,667	$	4.04	$	—

On November 12, 2021, in connection with the Company’s Initial Public Offering (“IPO”) the Company issued 4,987,951 publicly-traded warrants (“IPO Warrants”) at an exercise price of $5.1875 per unit, equal to 125% of the IPO Price. These warrants were immediately exercisable. Due to the subsequent private placement (see below), the exercise price per share of the publicly-traded warrants was reduced to $4.81375 as of December 10, 2021.In conjunction with the Company’s IPO, the Company issued warrants to the underwriters of the IPO which entitled the holders to purchase up to 149,639 shares of common stock. These warrants were exercisable beginning six months after the date of the IPO at an exercise price of $5.1875 per unit.

~~The~~On ~~Company~~December ~~did~~10, ~~not~~2021, ~~issue~~in ~~any options~~connection ~~during~~with the ~~three~~completion ~~months~~of ~~ended~~a ~~March~~private 31placement (“PIPE”) for shares of the Company’s common stock, ~~2025~~the ~~and~~Company ~~2024~~issued 5,464,903 warrants (“PIPE Warrants”) at an exercise price of $4.97 ~~The~~per ~~weighted-average~~share. ~~remaining~~In ~~contractual~~conjunction with the Company’s PIPE offering, the ~~term~~Company issued warrants to the placement agent for the ~~outstanding~~PIPE ~~options~~which isentitled ~~approximately~~the 7holders ~~years~~to aspurchase ofup ~~March 31~~to 131,158 ~~2025~~shares of common stock at an exercise price of $4.97 per share. These warrants were exercisable beginning six months from the date of the PIPE with a five-year expiration term.

~~Restricted~~As ~~Stock:~~of June 30, 2025, IPO warrants totaling 659,456 have been exercised.

~~Restricted~~As ~~stock consists~~ of ~~time-based restricted~~June ~~stock~~30, ~~units~~2025 ~~(RSUs)~~ and ~~performance-based~~December ~~restricted stock units (PSUs). RSUs granted under the 2021 Plan generally vest over~~31, ~~3 to 4 years~~2024, ~~based~~there onhave ~~continued~~been ~~employment,~~no ~~and~~exercises ~~are settled upon vesting with shares~~ of the ~~Company’s~~PIPE ~~common~~Warrants ~~stock on a one-for-one basis. PSUs granted under the 2021 Plan are issued~~ and ~~vest~~there ~~immediately~~were as5,596,061 ~~various~~PIPE ~~performance~~Warrants ~~goals~~remaining ~~and targets are achieved~~outstanding.

20The following table reflects all outstanding and exercisable warrants at June 30, 2025 and December 31, 2024:

STRAN & COMPANY, INC.

	Number of Warrants Outstanding		Weighted Average Exercise Price		Weighted Average Life (Years)		Aggregate Intrinsic Value
Outstanding at December 31, 2024		10,074,195	$	4.91		3.0	$	—
Outstanding at June 30, 2025		10,074,195	$	4.91		2.5	$	—

~~NOTES~~Stock TORepurchase ~~THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS~~Program

(On February 21, 2022, the board of directors of the Company authorized a repurchase of up to $10 million of the Company’s shares from time to pursuant to a stock repurchase program. Under the terms of the repurchase program, the Company may repurchase shares through open market or negotiated private transactions. The timing and extent of any purchases depend upon ongoing assessments of the Company’s capital needs, market conditions and the price of the Company’s common stock, and other corporate considerations, as determined by management, and are subject to the restrictions relating to volume, price and timing under applicable laws, including but not limited to, Rule 10b-18 promulgated under the Exchange Act. On June 30, 2025, the Company adopted broker repurchase instructions pursuant to Rule 10b-18 and Rule 10b5-1 promulgated pursuant to the Exchange Act. Each of the above broker repurchase instructions was adopted in ~~thousands~~accordance with the restrictions that would apply to the Company if it were subject to the Stran & Company, ~~except~~Inc. ~~share~~Second Amended and ~~per~~Restated ~~share~~Insider ~~amounts~~Trading Policy (the “Insider Trading Policy”), which generally permits insider purchases of the Company’s stock during the period beginning on the second business day following the day of public release of the Company’s quarterly or annual earnings and ending on the last day of the then-current quarter; repurchases pursuant to a plan that meets the requirements of Rule 10b5-1; or that meet certain other requirements.

AThe ~~summary~~Company ofdid ~~restricted~~not ~~stock~~repurchase ~~activity~~any ~~under~~shares during the ~~2021~~three ~~Plan~~and assix ofmonths ~~and~~ended ~~for~~June 30, 2024 or the three months ended March 31, 2025 ~~is presented below:~~.

Restricted Stock	Time-Based
Outstanding at December 31, 2024		4,000
Granted		—
Vested		(4,000	)
Forfeited		—
Outstanding at March 31, 2025		—

N.STRAN ~~LOSS~~& ~~PER~~COMPANY, ~~SHARE:~~INC.

~~The~~NOTES ~~following~~TO ~~outstanding~~THE ~~shares~~UNAUDITED ~~of common~~CONDENSED ~~stock equivalents were excluded from the computation of diluted net loss per share for the periods in which a net loss is presented~~CONSOLIDATED ~~because~~FINANCIAL ~~their effect would have been anti-dilutive.~~STATEMENTS

	March 31, 2025		March 31, 2024
Warrants		10,074,195		10,074,195
Stock options		1,223,667		864,167
		11,297,862		10,938,362

(in thousands, except share and per share amounts)

~~For~~The ~~the~~following ~~three~~table ~~months~~provides ~~ended~~information ~~March~~about ~~31,~~stock repurchases ~~2025~~during ~~and 2024, as a result of~~ the ~~net~~period ~~losses~~April ~~in these periods~~1, ~~all~~2025 ~~warrants~~to ~~and~~June ~~stock options have been excluded from the calculation of diluted earnings per share and~~30, ~~therefore,~~2025. ~~there~~There ~~was~~were no ~~difference~~shares ~~in the weighted average number~~ of common ~~shares~~stock repurchased for ~~basic and diluted loss per share as~~ the ~~effect~~three ofmonths ~~all~~ending ~~potentially~~March ~~dilutive shares outstanding was anti-dilutive~~31, 2025.

O. SEGMENTS:

Period	Total Number of Shares Purchased		Average Price Paid Per Share		Total Number of Shares Purchased as Part of Publicly Announced Plan or Program		Maximum Approximate Dollar Value of Shares that May Yet be Purchased Under the Plan or Program
April 1, 2025 - April 30, 2025		—	$	—		—	$	6,617,594
May 1, 2025 - May 31, 2025		30,949	$	1.21		1,846,115	$	6,575,864
June 1, 2025 - June 30, 2025		79,344	$	1.37		1,925,459	$	6,471,760

In its operation of the business, management, including our chief operating decision maker, who is also our CEO, reviews certain financial information, including segment information prepared on a basis that is consistent with GAAPM. ~~There~~STOCK-BASED is no expense or asset information that is supplemental to information disclosed within the consolidated financial statements, that is regularly provided to the CODM to monitor and evaluate segment performance.COMPENSATION:

~~During~~In ~~the~~November ~~periods presented~~2021, wethe ~~reported~~board of directors ~~our~~adopted ~~financial~~the ~~performance~~Amended ~~based~~and onRestated 2021 Equity Incentive Plan (the ~~following~~“2021 ~~reportable~~Plan”) ~~segments:~~which ~~Stran~~provides &for the granting of non-qualified stock options and restricted stock to the Company’s employees, ~~Inc.~~officers, ~~(“Stran”)~~directors, and ~~Stran~~outside ~~Loyalty~~consultants to purchase shares of ~~Solutions~~the Company’s common stock. As of June 30, ~~LLC~~2025, ~~(“SLS”)~~the number of shares of common stock available for issuance under the 2021 Plan is 983,905 shares of common stock.

~~Our~~Stock-based ~~reportable~~compensation ~~segments~~expense ~~are~~included ~~described~~the ~~below.~~following components:

The Stran segment’s business is focused on being an outsourced marketing solutions and promotional products provider for a variety of customers and industries, working closely with customers to develop sophisticated marketing programs that leverage Stran’s promotional products and loyalty incentive expertise. Stran purchases products and branding through various third-party manufacturers and decorators and resells the finished goods to customers. The segment earns the majority of its revenue from the sale of unique, quality promotional products for a wide variety of industries primarily to support marketing efforts.

	Three Months Ended June 30,				Six Months Ended June 30,
	2025		2024		2025		2024
Stock options	$	2	$	17	$	10	$	17
Restricted stock		29		3		30		153
	$	31	$	20	$	40		170

~~The~~All ~~SLS~~stock-based ~~segment’s~~compensation ~~business is~~expense ~~focused~~is onrecorded ~~the~~in ~~casino,~~general ~~gaming,~~ and ~~entertainment~~administrative ~~industries~~expense asin ~~an extension of~~ the ~~Company’s~~unaudited ~~newly~~condensed ~~formed~~consolidated ~~Casino~~statements ~~Continuity~~of ~~and Loyalty group~~operations. The group specializes in creating high-quality, branded merchandise for casinos, sourced through various third-party manufacturers, focusing on promotional products that enhance customer loyalty and engagement. It partners with nationally recognized brands to create high-quality, custom products that resonate with casino patrons, helping casinos drive redemption rates and ROI through tailored merchandise and marketing solutions to build recurring revenues for SLS customers and the segment itself.

~~The~~Stock accounting policies of our reportable segments are the same as those described in the “Organization and Summary of Significant Accounting Policies” in the notes to the consolidated financial statements for the Company.Options

21The fair value of options is estimated on the date of grant using the Black-Scholes option pricing model. The fair value is amortized as compensation cost on a straight-line basis over the requisite service period of the awards, which is generally the vesting period. Expected volatility is based on historical volatility from a representative sample of publicly traded companies. The expected term represents the period of time that the options are expected to be outstanding. The risk-free interest rate is estimated using the rate of return on U.S. Treasury Notes with a life that approximates the expected life of the option. Stock-based compensation is based on awards that are ultimately expected to vest.

~~STRAN~~Option &awards ~~COMPANY,~~are ~~INC~~generally granted with an exercise price equal to the fair value of the Company’s stock at the date of grant; those options generally vest based on four years of continuous service and have 10-year contractual terms.

~~NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS~~21

~~(in~~STRAN ~~thousands~~& COMPANY, ~~except share and per share amounts)~~INC.

~~For~~NOTES ~~each~~TO ofTHE ~~the~~UNAUDITED ~~two~~CONDENSED ~~segments, the CODM~~CONSOLIDATED ~~uses~~FINANCIAL segment gross margin and segment operating profits or losses in the annual budgeting and forecasting process. The CODM considers budget-to-actual variances on a monthly basis for revenue as well as profit measures when making decisions about allocating capital and personnel to the segments. The CODM uses segment gross margin and segment operating income in determining the compensation of certain employees, primarily for its recently acquired Gander business, which is consolidated as part of the SLS subsidiary and also comprises the segment SLS.STATEMENTS

As(in ~~of March 31~~thousands, ~~2025 Stran and~~except ~~SLS~~share ~~had total assets of $39,128~~ and ~~$13,032,~~per ~~respectively.~~share As of December 31, 2024, Stran and SLS had total assets of $45,206 and $9,944, respectively. The entire goodwill balance of $2,321 as of March 31, 2025 and December 31, 2024, was allocated to the SLS segment.amounts)

~~Revenue~~A ~~and~~summary ~~costs~~of ~~are~~option ~~directly~~activity ~~attributed~~under ~~to our segments, and~~ the ~~revenues~~2021 ~~recognized~~Plan as ~~well~~of asand ~~the~~for ~~costs incurred in generating those revenues within each segment are distinguishable based on~~ the ~~information~~six ~~systems~~months inended ~~which~~June ~~each~~30, ~~segment’s~~2025 ~~financial~~is ~~information~~presented ~~gets recorded. There are no intersegment revenues or other transactions between the two segments that are eliminated in consolidation by the Company for external reporting.~~below:

The table below presents information about reported segments for the three months ended March 31, 2025 and 2024.

Options	Shares			Weighted Average Exercise Price		Aggregate Intrinsic Value
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	$	16
Vested and exercisable at June 30, 2025		1,261,167		$	4.02	$	7

	March 31, 2025									March 31, 2024
	Stran			SLS			Total			Stran			SLS		Total
Sales	$	20,935		$	7,759		$	28,694		$	18,827		$	—	$	18,827
Gross profit		6,791			1,691			8,482			5,614			—		5,614
Operating loss	$	(73	)	$	(462	)	$	(535	)	$	(665	)	$	—	$	(665	)

The weighted-average remaining contractual term for the options outstanding and exercisable is approximately 6.6 years and 6.5 years, respectively, as of June 30, 2025.

~~The~~Restricted segment SLS was not a part of the Company until the segment was acquired and all of its business operations were incorporated within the Company’s newly created subsidiary in August 2024. The Stran segment’s operations have remained consistent for all periods presented, however, the Company only had one operating and reportable segment prior to the acquisition. Significant segment expenses for the Stran segment during the three months ended March 31, 2024 are consistent with those presented on the consolidated statements of operations.Stock

PRestricted stock consists of time-based restricted stock units (“RSUs”) and performance-based restricted stock units (PSUs). ~~CREDIT~~RSUs ~~LOSSES:~~granted under the 2021 Plan generally vest over 3 to 4 years, based on continued employment, and are settled upon vesting with shares of the Company’s common stock on a one-for-one basis. PSUs granted under the 2021 Plan are issued and vest immediately as various performance goals and targets are achieved.

~~The~~A ~~Company~~summary ~~is exposed to credit losses primarily through sales~~ of ~~products~~restricted ~~and~~stock ~~services. The Company’s expected loss allowance methodology for accounts receivable is developed~~activity ~~using~~under ~~historical~~the ~~collection~~2021 ~~experience,~~Plan ~~current~~as ~~and~~of ~~future economic~~ and ~~market~~for ~~conditions and a review of~~ the ~~current~~six ~~status~~months ofended ~~customers’ trade~~June ~~accounts receivable. Customers are pooled based on sharing specific risk factors. Due to the short-term nature of such receivables~~30, ~~the~~ ~~estimated~~2025 ~~accounts receivable that may not be collected~~ is ~~based~~presented ~~on aging of the accounts receivable balances.~~ below:

Customers are assessed for credit worthiness upfront through a credit review, which includes assessment based on the Company’s analysis of their financial statements when a credit rating is not available. The Company evaluates contract terms and conditions, country and political risk, and may require prepayment to mitigate risk of loss. Specific allowance amounts are established to record the appropriate provision for customers that have a higher probability of default. The Company monitors changes to the receivables balance on a timely basis, and balances are written off as they are determined to be uncollectible after all collection efforts have been exhausted. Estimates of potential credit losses are used to determine the allowance. It is based on assessment of anticipated payment and all other historical, current and future information that is reasonably available.

Restricted Stock	Time-Based RSUs
Outstanding at December 31, 2024		4,000
Granted		48,347
Vested		(24,000	)
Forfeited		—
Outstanding at June 30, 2025		28,347

~~The~~N. ~~accounts~~INCOME ~~receivable balance from all sources on the Company’s balance sheets as of March 31, 2025 was $18,698, net of $1,110~~ (~~inclusive of $427 for related party receivables~~LOSS) ofPER allowances. The following table provides a roll-forward of the allowance for credit losses for the three months ended March 31, 2025 and 2024 that is deducted from the amortized cost basis of accounts receivable to present the net amount expected to be collectedSHARE:

	March 31, 2025			March 31, 2024
Balance of allowance for credit losses, beginning of period	$	(791	)	$	(317	)
Current period change for write-offs		78			107
Current period change for expected credit losses		(397	)		(215	)
Balance of allowance for credit losses, end of period	$	(1,110	)	$	(425	)

Basic net income (loss) per share is computed by dividing net income (loss) by the weighted average number of shares of common stock outstanding during the year. The computation of diluted net income (loss) per share is similar to the computation of basic net income (loss) per share, except that diluted net income (loss) per share includes the assumed exercise of dilutive warrants and stock options, using the treasury stock method unless the effect is anti-dilutive. The treasury stock method assumes that proceeds received from the exercise of stock options and warrants would be used to purchase the Company’s common stock at the average market price during the period.

STRAN & COMPANY, INC.

NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(in thousands, except share and per share amounts)

Q.The ~~RELATED~~following ~~PARTY~~tables ~~TRANSACTIONS~~set forth the computation of basic and diluted net income per share of common stock for the three and six months ended June 30, 2025:

Amount due from related party

	Three Months Ended June 30, 2025		Six Months Ended June 30, 2025
Basic net income per common share:
Numerator:
Net income	$	643	$	250
Denominator:
Weighted average number of shares of common stock outstanding		18,592,339		18,600,373
Basic net income per common share	$	0.03	$	0.01

Diluted net income per common share:
Numerator:
Net income	$	643	$	250
Denominator:
Number of shares used in basic computation		18,592,339		18,600,373
Add: effect of dilutive securities
Warrants		—		—
Stock options		4,487		3,059
Weighted average number of shares of common stock outstanding used to calculate diluted income per share		18,596,826		18,603,432
Diluted net income per common share	$	0.03	$	0.01

Name of Related Party

Relationship

Nature

March 31, 2025

December 31, 2024

Innovative Genetics, Inc.

Alejandro Tani, member of board of directors, the chairman of the Company’s Nominating and Corporate Governance Committee, and a member of the Compensation Committee and the Company’s Audit Committee, is the Chief Executive Officer, Chief Information Officer, and majority owner of Innovative Genetics.

Limited, non-exclusive, revocable license to use Innovative Genetics’ logos, trade name and trademarks on apparel and promotional products as branded products for sale to Innovative Genetics and Innovative Genetics-authorized persons.

402

573

For the three and six months ended June 30, 2024, as a result of the net losses in these periods, all warrants and stock options have been excluded from the calculation of diluted net income (loss) per share and, therefore, there was no difference in the weighted average number of common shares for basic and diluted loss per share as the effect of all potentially dilutive shares outstanding was anti-dilutive.

~~Amounts~~The ~~due~~following ~~and~~table ~~paid~~summarizes ~~to related~~the ~~party~~outstanding shares of potentially dilutive securities per share because their inclusion would have been anti-dilutive:

Transactions with Engage & Excel Enterprises Inc.

	For the Three Months Ended June 30, 2025		For the Six Months Ended June 30, 2025		For the Three and Six 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
		11,330,875		11,332,303		11,453,362

Alan Chippindale, a member of the Company’s board of directors, the chairman of the Compensation Committee, and a member of the Nominating and Corporate Governance Committee, is the President of Engage & Excel Enterprises IncO. (“Engage & Excel”). The Company and Engage & Excel are parties to a Buyer’s Agreement, dated June 25, 2020 (the “Buyer’s Agreement”). Under the Buyer’s Agreement, Engage & Excel agreed to provide certain merger and acquisition, management and recruitment consulting services in connection with the Company’s acquisition of the Wildman Imprints assets. The Company agreed to pay Engage & Excel a fee of $20 upon completion of a purchase and sale agreement and two annual fees of 1.5% of gross margin less costs attributable to the acquisition. The Company has paid Engage & Excel approximately $5 as of March 31, 2025 and December 31, 2024.SEGMENTS:

R.There ~~ADVERTISING:~~is no expense or asset information that is supplemental to information disclosed within the unaudited condensed consolidated financial statements that is regularly provided to the CODM to monitor and evaluate segment performance.

The Company’s ~~follows~~segments ~~the~~are ~~policy~~Stran ~~of charging~~& ~~the~~Company, ~~costs of advertising to expense as incurred~~Inc. ~~For~~(“Stran”) ~~the~~and ~~three~~Stran ~~months~~Loyalty ~~ended March 31~~Solutions, ~~2025~~LLC ~~and~~(“SLS”). ~~2024,~~Our ~~advertising~~reportable ~~costs~~segments ~~amounted~~are todescribed ~~$141 and $105, respectively~~below.

23The Stran segment’s business is focused on being an outsourced marketing solutions and promotional products provider for a variety of customers and industries, working closely with customers to develop sophisticated marketing programs that leverage Stran’s promotional products and loyalty incentive expertise. Stran purchases products and branding through various third-party manufacturers and decorators and resells the finished goods to customers. The segment earns the majority of its revenue from the sale of unique, quality promotional products for a wide variety of industries primarily to support marketing efforts.

~~ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.~~23

~~The~~STRAN ~~following~~& ~~management’s~~COMPANY, discussion and analysis of financial condition and results of operations provides information that management believes is relevant to an assessment and understanding of our plans and financial conditionINC. ~~The following financial information is derived from our financial statements and should be read in conjunction with such financial statements and notes thereto set forth elsewhere herein.~~

~~Use~~NOTES ofTO ~~Terms~~THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

~~Except as otherwise indicated by the context and for the purposes of this report only, references~~ (in ~~this report to “we~~thousands,” ~~“us,”~~except ~~“our,”~~share and ~~the~~per ~~“Company” are~~share to Stran & Company, Inc., a Nevada corporation, and its consolidated subsidiaries; references to “Stran” or “Stran & Company, Inc.” are to Stran & Company, Inc., a Nevada corporation; references to “Stran Loyalty Solutions” or “SLS” are to Stran Loyalty Solutions, LLC, a Nevada limited liability company and a wholly-owned subsidiary of Stran & Company, Inc.; and references to “Gander Group Louisiana” are to Gander Group Louisiana, LLC, a Louisiana limited liability company, a wholly owned subsidiary of Stran Loyalty Solutions.amounts)

~~Special~~The ~~Note~~SLS ~~Regarding~~segment’s ~~Forward~~business is focused on the casino, gaming, and entertainment industries as an extension of the Company’s newly formed Casino Continuity and Loyalty group. The group specializes in creating high-~~Looking~~quality, ~~Statements~~branded merchandise for casinos, sourced through various third-party manufacturers, focusing on promotional products that enhance customer loyalty and engagement. It partners with nationally recognized brands to create high-quality, custom products that resonate with casino patrons, helping casinos drive redemption rates and return on investment through tailored merchandise and marketing solutions to build recurring revenues for SLS customers and the segment itself.

~~This~~The ~~report~~accounting ~~contains~~policies ~~forward-looking~~of ~~statements that are based on~~ our ~~management’s beliefs and assumptions and on information currently available to us. All statements other than~~reportable ~~statements~~segments ~~of historical facts~~ are ~~forward-looking~~the ~~statements.~~same ~~These~~as ~~statements~~those ~~relate~~described toin ~~future~~the ~~events~~“Organization ~~or to our future financial performance~~ and ~~involve~~Summary ~~known~~of ~~and~~Significant ~~unknown~~Accounting ~~risks,~~Policies” ~~uncertainties~~in ~~and~~the ~~other factors that may cause our actual results, levels of activity, performance~~notes ~~or achievements~~ to bethe ~~materially~~unaudited ~~different~~condensed ~~from~~consolidated ~~any~~financial ~~future results, levels of activity, performance or achievements expressed or implied by these forward-looking~~ statements. ~~Forward-looking~~for ~~statements~~the ~~include, but are not limited to, statements about:~~Company.

●For ~~evolving~~each ~~trade~~of ~~matters~~the two segments, ~~including~~the CODM ~~tariffs~~uses onsegment ~~goods~~gross ~~that~~margin weand ~~purchase~~segment ~~from~~operating ~~manufacturers~~profits or losses in ~~other~~the ~~countries,~~annual budgeting and ~~how~~forecasting ~~they~~process. ~~could~~The ~~impact~~CODM ~~our~~considers budget-to-actual ~~ability~~variances on a monthly basis for revenue as well as profit measures when making decisions about allocating capital and personnel to ~~compete~~the ~~cost-effectively;~~segments. The CODM uses segment gross margin and segment operating income in determining the compensation of certain employees, primarily for its recently acquired Gander business, which is consolidated as part of the SLS subsidiary and also comprises the segment SLS.

●As ~~our~~of ~~goals~~June 30, 2025 Stran and SLS ~~strategies;~~had total assets of $48,905 and $12,377, respectively. As of December 31, 2024, Stran and SLS had total assets of $45,206 and $9,944, respectively. The entire goodwill balance of $2,321 as of June 30, 2025 and December 31, 2024, was allocated to the SLS segment.

●Revenue ~~our~~and ~~business~~costs ~~development~~are directly attributed to our segments, and the revenues recognized as well as the costs incurred in generating those revenues within each segment are distinguishable based on the information systems in which each segment’s financial ~~condition~~information ~~and~~gets ~~results~~recorded. ofThere ~~operations;~~are no intersegment revenues or other transactions between the two segments that are eliminated in consolidation by the Company for external reporting.

●The ~~expected~~table ~~changes~~below inpresents ~~our~~information about ~~revenue~~reported segments for the three and six months ended June 30, ~~costs~~2025 orand ~~expenditures;~~2024.

● growth and competition trends in our industry;

	For the Three Months Ended
	June 30, 2025						June 30, 2024
	Stran		SLS		Total		Stran			SLS		Total
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	)

● our expectations regarding demand for, and market acceptance of, our products or services;

	For the Six Months Ended
	June 30, 2025								June 30, 2024
	Stran		SLS			Total			Stran			SLS		Total
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	)

●The ~~our~~segment ~~expectations~~SLS ~~regarding~~was ~~our~~not ~~relationships~~a ~~with~~part ~~investors~~of the Company until the segment was acquired and all of its business operations were incorporated within the Company’s newly created subsidiary in August 2024. The Stran segment’s operations have remained consistent for all periods presented, ~~institutional~~however, ~~funding~~the ~~sources~~Company only had one operating and ~~other~~reportable ~~parties~~segment prior to the acquisition. Significant segment expenses for the Stran segment during the three and six months ended June 30, 2024 are consistent with ~~whom~~those wepresented ~~collaborate;~~on the unaudited condensed consolidated statements of operations.

~~● our expectations regarding the availability and use of financing from credit facilities or sales of equity or debt securities;~~24

●STRAN ~~future~~& ~~fluctuations~~COMPANY, ~~in general economic and business conditions in the markets in which we operate; and~~INC.

●NOTES ~~future~~TO ~~relevant~~THE ~~government~~UNAUDITED ~~policies~~CONDENSED ~~and~~CONSOLIDATED FINANCIAL ~~regulations relating to our industry.~~STATEMENTS

In some cases, you can identify forward-looking statements by terms such as “may,” “could,” “will,” “should,” “would,” “expect,” “plan,” “intend,” “anticipate,” “believe,” “estimate,” “predict,” “potential,” “project” or “continue” or the negative of these terms or other comparable terminology. These statements are only predictions. You should not place undue reliance on forward-looking statements because they involve known and unknown risks, uncertainties and other factors, which are, (in ~~some cases~~thousands, ~~beyond~~except ~~our~~share ~~control~~ and ~~which~~per ~~could~~share materially affect results. Factors that may cause actual results to differ materially from current expectations include, among other things, those listed under Item 1A. “Risk Factors” included in our Annual Reports on Form 10-K filed under the Securities Exchange Act of 1934, as amended (the “Exchange Act”amounts), and elsewhere in this report. If one or more of these risks or uncertainties occur, or if our underlying assumptions prove to be incorrect, actual events or results may vary significantly from those implied or projected by the forward-looking statements. No forward-looking statement is a guarantee of future performance.

~~In addition, statements that “we believe” and similar statements reflect our beliefs and opinions on the relevant subject~~P. ~~These~~CREDIT statements are based upon information available to us as of the date of this report, and while we believe such information forms a reasonable basis for such statements, such information may be limited or incomplete, and our statements should not be read to indicate that we have conducted an exhaustive inquiry into, or review of, all potentially available relevant information. These statements are inherently uncertain and investors are cautioned not to unduly rely upon these statements.LOSSES:

24The Company is exposed to credit losses primarily through sales of products and services. The Company’s expected loss allowance methodology for accounts receivable is developed using historical collection experience, current and future economic and market conditions and a review of the current status of customers’ trade accounts receivable. Customers are pooled based on sharing specific risk factors. Due to the short-term nature of such receivables, the estimated accounts receivable that may not be collected is based on aging of the accounts receivable balances.

~~The~~Customers ~~forward-looking~~are ~~statements~~assessed ~~made~~for incredit worthiness ~~this~~upfront ~~report relate~~through ~~only~~a tocredit ~~events~~review, orwhich ~~information~~includes asassessment ofbased on the ~~date~~Company’s onanalysis ~~which~~of ~~the~~their financial statements when ~~are~~a ~~made~~credit inrating ~~this~~is ~~report~~not available. ~~Except~~The asCompany ~~expressly~~evaluates ~~required~~contract byterms and conditions, country and political risk, and may require prepayment to mitigate risk of loss. Specific allowance amounts are established to record the appropriate provision for customers ~~federal~~that ~~securities~~have ~~laws,~~a ~~there~~higher isprobability noof ~~undertaking~~default. The Company monitors changes to ~~publicly~~the ~~update~~receivables orbalance ~~revise~~on ~~any~~a ~~forward-looking~~timely ~~statements~~basis, ~~whether~~and balances are written off as athey ~~result~~are determined to be uncollectible after all collection efforts have been exhausted. Estimates of ~~new~~potential credit ~~information,~~losses ~~future~~are ~~events,~~used ~~changed~~to ~~circumstances~~determine orthe ~~any~~allowance. It is based on assessment of anticipated payment and all other ~~reason~~historical, current and future information that is reasonably available.

~~Overview~~The accounts receivable balance from all sources on the Company’s consolidated balance sheets as of June 30, 2025 was $22,465, net of $1,151 (inclusive of $427 for related party receivables) of allowances. The following table provides a roll-forward of the allowance for credit losses for the six months ended June 30, 2025 and 2024 that is deducted from the amortized cost basis of accounts receivable to present the net amount expected to be collected:

We are an outsourced marketing solutions provider that sells branded products to customers. We purchase products and branding through various third-party manufacturers and decorators and resell the finished goods to customers.

	June 30, 2025			June 30, 2024
Balance of allowance for credit losses, beginning of period	$	(791	)	$	(317	)
Current period change		238			167
Current period change for expected credit losses		(598	)		(288	)
Balance of allowance for credit losses, end of period	$	(1,151	)	$	(438	)

InQ. ~~addition~~RELATED toPARTY selling branded products, we offer clients custom sourcing capabilities; a flexible and customizable e-commerce solution for promoting branded merchandise and other promotional products, managing promotional loyalty and incentives, print collateral, and event assets, order and inventory management, and designing and hosting online retail popup shops, fixed public retail online stores, and online business-to-business service offerings; creative and merchandising services; warehousing/fulfillment and distribution; print-on-demand; kitting; point of sale displays; and loyalty and incentive programs.TRANSACTIONS:

WeAmount ~~earn~~due ~~the majority of our revenue~~ from ~~the~~related sale of unique, quality promotional products for a wide variety of industries primarily to support marketing efforts. We also derive revenues from service fees from loyalty programs, event management, print services, fulfillment services, and technology services.party

The majority of our revenue is derived from program business, although only a small percentage of our customers are considered programmatic. For the three months ended March 31, 2025 and 2024, program clients accounted for 83.8% and 86.0% of total revenue, respectively. Fewer than 350 of our more than 2,000 active customers are considered to be program clients. Our active customers are any organizations, businesses, or divisions of a parent organization which have purchased directly or indirectly from us within the last two years, and include organizations that have bought from other organizations for which Stran acts as an established sub-contractor. We define transactional customers as customers that place an order with us and do not have an agreement with us covering ongoing branding requirements. We define program clients as clients that have a contractual obligation for specific ongoing branding needs. Program offerings include ongoing inventory, use of technology platform, warehousing, creative services, and additional client support. Those program customers are geared towards longer-lasting relationships that helps secure recurring revenue well into the future.

Name of
Related
Party

Relationship

Nature

June 30,
2025

December 31,
2024

Innovative Genetics, Inc.

Alejandro Tani, former member of board of directors, the former chairman of the Company’s Nominating and Corporate Governance Committee, and a former member of the Compensation Committee and the Company’s Audit Committee, is the Chief Executive Officer, Chief Information Officer, and majority owner of Innovative Genetics.

402

573

~~Since~~Amounts February 2025 and as of the date of this report, the United States has implemented and then amended additional tariffs on goods imported from other countries a number of times, particularly with respect to tariffs on imports from China. As of May 12, 2025, the United States had announced that previously-imposed additional tariffs of 145% on most goods imported from China would be reduced to 30% for 90 days effective May 14, 2025, changing to 54% effective August 13, 2025; had imposed a temporary 90-day 10% additional tariff on goods imported from most other countries, which was scheduled to increase automatically to a higher percentage on goods imported from many other countries on a country-by-country basis effective July 9, 2025; and had imposed tariffs on certain low-value items imported from China at either a temporary 90-day rate of 54%, which will revert to 120% effective August 13, 2025, or an alternative $100 flat rate. We have historically imported many of the goods or components used in our promotional products business from China in particular and to some extent from other countries. As a result, we have had to increase prices for certain products, and may be required to raise those prices further, which may result in the loss of customers. We have also attempted to shift away from Chinese suppliers in particular, and other foreign suppliers in general, and may seek to increase this shift due to U.S. tariffs or other aspects of U.S. trade policy, in an effort to reduce the effect of tariff increases on our product prices. However, due to the limited availability of competitive pricing from suppliers whose goods are not currently subject to tariffs or that are subject to relatively lower tariffs, and ~~the~~paid ~~possibility that some of the current or planned additional U.S. tariffs may increase, decrease, or become subject~~ to ~~exceptions or suspensions, with little or no prior notice, our ability to cost-effectively mitigate some of the~~related effects of current and future scheduled U.S. tariffs may be significantly limited. These trends and uncertainties may result in additional costs and disruption to our operations, which may have a significant negative effect on the Company’s sales and gross margins in future periods. As a result, investors should not assume that any trends reflected in our past results, including those that may be indicated below for the three months ended March 31, 2025 and 2024, respectively, may be expected to continue to occur in future periods.party

~~Our~~Transactions ~~sales for~~with ~~the~~Engage ~~three months ended March 31, 2025 increased 52.4% compared to sales for the three~~& ~~months~~Excel ended March 31, 2024, which we believe was primarily due to higher spending from existing clients as well as business from new customers. We also benefited from the acquisition of substantially all of the assets (the “Gander Group Assets”) of Bangarang Enterprises, ~~LLC, a California limited liability company (d/b/a Gander Group) (“Gander Group”), in August 2024~~Inc.

AsAlan Chippindale, a member of ~~March 31~~the Company’s board of directors, ~~2025~~the chairman of the Compensation Committee, and a member of the Nominating and Corporate Governance Committee, weis ~~had~~the ~~approximately~~President ~~$52~~of Engage & Excel Enterprises Inc.2 ~~million~~(“Engage of& ~~total~~Excel”). ~~assets~~Engage ~~with~~& Excel provides certain merger and acquisition, management and recruitment consulting services to the Company. The Company has paid Engage & Excel approximately $5 as of June 30, 2025 and $~~31.3~~26 ~~million~~as of ~~total~~December ~~stockholders’~~31, ~~equity~~2024.

~~Emerging~~ITEM ~~Growth~~2. ~~Company and~~MANAGEMENT’S ~~Smaller~~DISCUSSION ~~Reporting~~AND ~~Company~~ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.

WeThe ~~qualify~~following asmanagement’s andiscussion and ~~“emerging~~analysis ~~growth~~of ~~company” under~~financial ~~the~~condition ~~Jumpstart~~and ~~Our~~results ~~Business~~of ~~Startups~~operations ~~Act~~provides ofinformation ~~2012~~that ~~(the~~management ~~“JOBS~~believes ~~Act”).~~is Asrelevant ato ~~result,~~an weassessment and ~~are~~understanding ~~permitted~~of ~~to,~~our plans and ~~intend~~financial ~~to,~~condition. ~~rely on~~The ~~exemptions~~following financial information is derived from ~~certain~~our ~~disclosure~~financial ~~requirements.~~statements and ~~For~~should sobe ~~long~~read asin weconjunction ~~are~~with ansuch ~~emerging~~financial ~~growth~~statements ~~company,~~and wenotes ~~will~~thereto ~~not~~set beforth ~~required~~elsewhere ~~to:~~herein.

●Use ~~have an auditor report on our internal control over financial reporting pursuant to Section 404(b)~~ of ~~the Sarbanes-Oxley Act of 2002 (the “Sarbanes-Oxley Act”);~~Terms

●Except ~~present~~as ~~three~~otherwise ~~years,~~indicated by the context and ~~may~~for ~~instead~~the ~~present~~purposes of this report only, ~~two~~references ~~years~~in this report to “we,” of“us,” ~~audited~~“our,” ~~financial~~and ~~statements~~the “Company” are to Stran & Company, ~~with~~Inc., ~~correspondingly~~a ~~reduced~~Nevada corporation, and its consolidated subsidiaries; references to “~~Management’s~~Stran” or ~~Discussion~~“Stran & Company, Inc.” are to Stran & Company, Inc., a Nevada corporation; references to “Stran Loyalty Solutions” or “SLS” are to Stran Loyalty Solutions, LLC, a Nevada limited liability company and ~~Analysis~~a wholly-owned subsidiary of ~~Financial~~Stran ~~Condition~~& Company, Inc.; and ~~Results~~references ofto ~~Operations~~“Gander Group Louisiana” ~~disclosure~~are into ~~this~~Gander ~~report;~~Group Louisiana, LLC, a Louisiana limited liability company, a wholly owned subsidiary of Stran Loyalty Solutions.

●Special ~~comply~~Note ~~with~~Regarding ~~any~~Forward-Looking requirement that may be adopted by the Public Company Accounting Oversight Board regarding mandatory audit firm rotation or a supplement to the auditor’s report providing additional information about the audit and the financial statements (i.e., an auditor discussion and analysis);Statements

●This ~~comply~~report ~~with~~contains ~~certain~~forward-looking ~~greenhouse~~statements that ~~gas~~are ~~emissions~~based ~~disclosure~~on our management’s beliefs and ~~related~~assumptions ~~third~~and on information currently available to us. All statements other than statements of historical facts are forward-~~party~~looking ~~assurance~~statements. ~~requirements;~~These statements relate to future events or to our future financial performance and involve known and unknown risks, uncertainties and other factors that may cause our actual results, levels of activity, performance or achievements to be materially different from any future results, levels of activity, performance or achievements expressed or implied by these forward-looking statements. Forward-looking statements include, but are not limited to, statements about:

● ~~submit~~evolving ~~certain~~trade ~~executive~~matters, ~~compensation~~including ~~matters~~tariffs toon ~~stockholder~~goods ~~advisory~~that ~~votes,~~we ~~such~~purchase asfrom ~~“say-on-pay”~~manufacturers in other countries, and ~~“say~~how they could impact our ability to compete cost-~~on-frequency~~effectively;~~” and~~

● ~~disclose~~our ~~certain~~goals ~~executive compensation related items such as the correlation between executive compensation~~ and ~~performance and comparisons of the chief executive officer’s compensation to median employee compensation.~~strategies;

In● ~~addition,~~our ~~Section~~business ~~107 of the JOBS Act also provides that an emerging growth company can take advantage of the extended transition period provided in Section 7(a)(2)(B) of the Securities Act of 1933~~development, as amended (the “Securities Act”), for complying with new or revised accounting standards. In other words, an emerging growth company can delay the adoption of certain accounting standards until those standards would otherwise apply to private companies. We have elected to take advantage of the benefits of this extended transition period. Our financial ~~statements~~condition ~~may~~and ~~therefore not~~results ~~be comparable to those~~ of ~~companies that comply with such new or revised accounting standards.~~operations;

We● ~~will~~expected ~~remain~~changes ~~an emerging growth company until the earliest of (i) the last day of the fiscal year following the fifth anniversary of our initial public offering, (ii) the last day of the first fiscal year~~ in ~~which~~ our ~~total annual gross revenues are $1.07 billion or more~~revenue, ~~(iii)~~costs the date that we become a “large accelerated filer” as defined in Rule 12b-2 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), which would occur if the market value of our common stock that is held by non-affiliates exceeds $700.0 million as of the last business day of our most recently completed second fiscal quarter or ~~(iv) the date on which we have issued more than $1.0 billion in non-convertible debt during the preceding three year period.~~expenditures;

To● ~~the extent that we continue to qualify as a “smaller reporting company,” as such term is defined in Rule 12b-2 under the Exchange Act, after we cease to qualify as an emerging~~ growth ~~company, certain of the exemptions~~ and ~~accommodations~~competition ~~available~~trends toin usour ~~as an emerging growth company may continue to be available to us as a smaller reporting company, including as to: (i) the auditor attestation requirements of Section 404(b) of the Sarbanes-Oxley Act~~industry; (ii) scaled executive compensation disclosures; (iii) presenting three years of audited financial statements; and (iv) compliance with certain greenhouse gas emissions disclosure and related third-party assurance requirements.

~~Principal~~● ~~Factors~~our ~~Affecting~~expectations ~~Our~~regarding ~~Financial~~demand ~~Performance~~for, and market acceptance of, our products or services;

~~Our~~● ~~operating~~our ~~results~~expectations ~~are~~regarding ~~primarily~~our ~~affected~~relationships ~~by the~~with ~~following~~investors, ~~factors:~~institutional funding sources and other parties with whom we collaborate;

● our ~~ability~~expectations toregarding ~~acquire~~the ~~new~~availability ~~customers~~and use of financing from credit facilities or ~~retain~~sales ~~existing~~of ~~customers~~equity or debt securities;

26● future fluctuations in general economic and business conditions in the markets in which we operate; and

● ~~our~~future ~~ability~~relevant togovernment ~~offer~~policies ~~competitive~~and ~~product~~regulations ~~pricing;~~relating to our industry.

●In some cases, you can identify forward-looking statements by terms such as “may,” “could,” “will,” “should,” “would,” “expect,” “plan,” “intend,” “anticipate,” “believe,” “estimate,” “predict,” “potential,” “project” or “continue” or the negative of these terms or other comparable terminology. These statements are only predictions. You should not place undue reliance on forward-looking statements because they involve known and unknown risks, uncertainties and other factors, which are, in some cases, beyond our ~~ability~~control and which could materially affect results. Factors that may cause actual results to ~~broaden~~differ ~~product~~materially ~~offerings;~~from current expectations include, among other things, those listed under Item 1A. “Risk Factors” included in our Annual Reports on Form 10-K filed under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and elsewhere in this report. If one or more of these risks or uncertainties occur, or if our underlying assumptions prove to be incorrect, actual events or results may vary significantly from those implied or projected by the forward-looking statements. No forward-looking statement is a guarantee of future performance.

●In ~~industry~~addition, ~~demand~~statements that “we believe” and ~~competition;~~similar statements reflect our beliefs and opinions on the relevant subject. These statements are based upon information available to us as of the date of this report, and while we believe such information forms a reasonable basis for such statements, such information may be limited or incomplete, and our statements should not be read to indicate that we have conducted an exhaustive inquiry into, or review of, all potentially available relevant information. These statements are inherently uncertain and investors are cautioned not to unduly rely upon these statements.

~~● our ability to leverage technology and use and develop efficient processes;~~26

●The ~~our~~forward-looking ~~ability~~statements made in this report relate only to ~~attract~~events ~~and~~or ~~retain~~information ~~talented~~as ~~employees;~~of the date on which the statements are made in this report. Except as expressly required by the federal securities laws, there is no undertaking to publicly update or revise any forward-looking statements, whether as a result of new information, future events, changed circumstances or any other reason.

●Overview ~~our ability to identify or to complete acquisitions or to successfully integrate the businesses we acquire; and~~

●We ~~market~~are ~~conditions~~an outsourced marketing solutions provider that sells branded products to customers. We purchase products and ~~our~~branding ~~market~~through ~~position~~various third-party manufacturers and decorators and resell the finished goods to customers.

~~Results~~In addition to selling branded products, we offer clients custom sourcing capabilities; a flexible and customizable e-commerce solution for promoting branded merchandise and other promotional products, managing promotional loyalty and incentives, print collateral, and event assets, order and inventory management, and designing and hosting online retail popup shops, fixed public retail online stores, and online business-to-business service offerings; creative and merchandising services; warehousing/fulfillment and distribution; print-on-demand; kitting; point of ~~Operations~~sale displays; and loyalty and incentive programs.

~~Comparison~~We earn the majority of ~~Three~~our ~~Months~~revenue ~~Ended~~from ~~March~~the sale 31of unique, quality promotional products for a wide variety of industries primarily to support marketing efforts. We also derive ~~2025~~revenues from service fees from loyalty programs, event management, print services, fulfillment services, and ~~2024~~technology services.

The ~~following~~majority ~~table~~of ~~sets~~our ~~forth~~revenue ~~key~~is ~~components~~derived from program business, although only a small percentage of our ~~results~~customers ofare ~~operations~~considered ~~during~~programmatic. For the three and six months ended ~~March~~June 3130, 2025, program clients accounted for 80.2% and 81.8% of total revenue, respectively. For the three and six months ended June 30, 2024, program ~~both~~clients inaccounted ~~dollars~~for 81.3% and 82.7% of total revenue, respectively. Fewer than 350 of our more than 2,000 active customers are considered to be program clients. Our active customers are any organizations, businesses, or divisions of a parent organization which have purchased directly or indirectly from us within the last two years, and include organizations that have bought from other organizations for which Stran acts as an established sub-contractor. We define transactional customers as customers that place an order with us and do not have an agreement with us covering ongoing branding requirements. We define program clients as clients that have a ~~percentage~~contractual obligation for specific ongoing branding needs. Program offerings include ongoing inventory, use of ~~our~~technology ~~revenues~~platform, warehousing, creative services, and additional client support. Those program customers are geared towards longer-lasting relationships that helps secure recurring revenue well into the future.

	Three Months Ended March 31,
	2025						2024
	Amount (in thousands)			% of Revenues			Amount (in thousands)			% of Revenues
SALES
Sales	$	28,694			100.0	%	$	18,781			99.8	%
Sales – related parties		—			—	%		46			0.2	%
Total sales		28,694			100.0	%		18,827			100.0	%
COST OF SALES:
Cost of sales		20,212			70.4	%		13,178			70.0	%
Cost of sales - related parties		—			—	%		35			0.2	%
Total cost of sales		20,212			70.4	%		13,213			70.2	%
GROSS PROFIT		8,482			29.6	%		5,614			29.8	%
OPERATING EXPENSES:
General and administrative expenses		9,017			31.4	%		6,279			33.4	%
Total operating expenses		9,017			31.4	%		6,279			33.4	%
LOSS FROM OPERATIONS		(535	)		(1.9	)%		(665	)		(3.5	)%
OTHER INCOME:
Other (expense) income		(5	)		—	%		15			0.1	%
Interest income		42			0.1	%		93			0.5	%
Realized gain on investments		67			0.2	%		70			0.4	%
Total other income		104			0.4	%		178			0.9	%
LOSS BEFORE INCOME TAXES		(431	)		(1.5	)%		(487	)		(2.6	)%
Provision (benefit) for income taxes		(38	)		(0.1	)%		—			—	%
NET LOSS	$	(393	)		(1.4	)%	$	(487	)		(2.6	)%

Since February 2025 and as of the date of this report, the United States has implemented and then amended additional tariffs on goods imported from other countries a number of times, particularly with respect to tariffs on imports from China. As of July 31, 2025, the United States had announced that the previously-imposed additional tariffs of up to 145% on most goods imported from China would remain reduced at a combined rate of 30% for a 90 day period effective May 14, 2025. Unless further action is taken, these tariffs are scheduled to increase to a combined rate of 54% effective August 13, 2025. In addition, previously-imposed tariffs on certain low-value items imported from China are unchanged at either a temporary 90-day rate of 54%, and, unless further action is taken, are scheduled to revert to 120% effective August 13, 2025, or an alternative $100 flat rate. In addition, duty-free de minimis treatment for all other countries is scheduled to end effective August 29, 2025. Reciprocal tariff rates on most goods imported from other countries range from 10% to 41%. We have historically imported many of the goods or components used in our promotional products business from China in particular and to some extent from other countries. As a result, we have had to increase prices for certain products, and may be required to raise those prices further, which may result in the loss of customers. We have also attempted to shift away from Chinese suppliers in particular, and other foreign suppliers in general, and may seek to increase this shift due to U.S. tariffs or other aspects of U.S. trade policy, in an effort to reduce the effect of tariff increases on our product prices. However, due to the limited availability of competitive pricing from suppliers whose goods are not currently subject to tariffs or that are subject to relatively lower tariffs, and the possibility that some of the current or planned additional U.S. tariffs may increase, decrease, or become subject to exceptions or suspensions, with little or no prior notice, our ability to cost-effectively mitigate some of the effects of current and future scheduled U.S. tariffs may be significantly limited. These trends and uncertainties may result in additional costs and disruption to our operations, which may have a significant negative effect on the Company’s sales and gross margins in future periods. As a result, investors should not assume that any trends reflected in our past results, including those that may be indicated below for the three and six months ended June 30, 2025 and 2024, respectively, may be expected to continue to occur in future periods.

~~Sales~~Our sales for the three months ended June 30, 2025 increased 95.2% compared to sales for the three months ended June 30, 2024, and increased 72.5% for the six months ended June 30, 2025 compared to the six months ended June 30, 2024 which we believe was due to higher spending from existing clients as well as business from new customers. We also benefited from the acquisition of substantially all of the assets (the “Gander Group Assets”) of Bangarang Enterprises, LLC, a California limited liability company (d/b/a Gander Group) (“Gander Group”), in August 2024.

~~Sales~~As ~~consist primarily~~ of ~~the~~June 30, ~~selling price of the merchandise~~2025, we ~~service~~had orapproximately ~~outbound~~$61.2 ~~shipping~~million ~~and~~of ~~handling~~total ~~charges,~~assets ~~less~~with ~~discounts,~~approximately ~~coupons redeemed, returns and credits~~$31.8 ~~Sales~~million byof ~~segment and in~~ total ~~were~~stockholders’ ~~as follows (in thousands):~~equity.

	Three Months Ended March 31,					Three Months Ended March 31,					Increase / (Decrease)
	2025		% of Total			2024		% of Total			$		%
Stran	$	20,935		73.0	%	$	18,827		100	%	$	2,108		11.2	%
SLS		7,759		27.0	%		—		—	%		7,759		100.0	%
Total sales	$	28,694		100.0	%	$	18,827		100	%	$	9,867		52.4	%

Emerging Growth Company and Smaller Reporting Company

~~Our~~We ~~total sales~~qualify ~~increased~~as ~~52.4%~~an to“emerging ~~approximately~~growth ~~$28.7 million~~company” ~~for~~under the ~~three~~Jumpstart ~~months~~Our ~~ended~~Business ~~March~~Startups ~~31,~~Act ~~2025,~~of ~~from~~2012 ~~approximately $18.8 million for~~ (the ~~three~~“JOBS ~~months~~Act”). ~~ended~~As ~~March~~a 31result, ~~2024.~~we ~~Sales~~are bypermitted ~~our Stran segment increased~~ to ~~approximately $20.9 million for the three months ended March 31~~, ~~2025~~and ~~from~~intend ~~approximately $18.8 million for the three months ended March 31~~to, ~~2024. Sales by our SLS segment (which consists of the former Gander Group business) increased~~ torely ~~approximately~~on ~~$7.8~~exemptions ~~million for the three months ended March 31, 2025~~ from $0certain ~~for~~disclosure ~~the three months ended March 31, 2024~~requirements. For ~~the~~ ~~Stran~~so ~~segment,~~long ~~the increase in sales was primarily due to higher spending from existing clients~~ as ~~well~~we asare ~~business~~an ~~from~~emerging ~~new~~growth ~~customers. For the SLS segment~~company, ~~the~~we ~~increase~~will innot ~~sales~~be ~~was~~required ~~due~~ to ~~the acquisition of the Gander Group Assets in August 2024.~~:

~~Cost~~ ● have an auditor report on our internal control over financial reporting pursuant to Section 404(b) of ~~Sales~~the Sarbanes-Oxley Act of 2002 (the “Sarbanes-Oxley Act”);

~~Cost~~● present three years, and may instead present only two years, of ~~sales~~audited byfinancial ~~segment~~statements, with correspondingly reduced “Management’s Discussion and inAnalysis ~~total~~of ~~were~~Financial ~~as follows~~Condition (and Results of Operations” disclosure in ~~thousands):~~this report;

	Three Months Ended March 31,					Three Months Ended March 31,					Increase / (Decrease)
	2025		% of Total			2024		% of Total			$		%
Stran	$	14,144		70.0	%	$	13,213		100.0	%	$	931		7.0	%
SLS		6,068		30.0	%		—		—	%		6,068		100.0	%
Total cost of sales	$	20,212		100.0	%	$	13,213		100.0	%	$	6,999		53.0	%

●

comply with any requirement that may be adopted by the Public Company Accounting Oversight Board regarding mandatory audit firm rotation or a supplement to the auditor’s report providing additional information about the audit and the financial statements (i.e., an auditor discussion and analysis);

~~Our~~● ~~total cost~~comply ofwith ~~sales~~certain ~~increased~~greenhouse ~~53.0%~~gas toemissions ~~approximately~~disclosure ~~$20.2~~and ~~million for~~related ~~the~~third-party ~~three~~assurance months ended March 31, 2025, from approximately $13.2 million for the three months ended March 31, 2024. As a percentage of sales, total cost of sales increased to 70.4% for the three months ended March 31, 2025 from 70.2% for the three months ended March 31, 2024. Cost of sales by our Stran segment increased to approximately $14.1 million for the three months ended March 31, 2025 from approximately $13.2 million for the three months ended March 31, 2024. Cost of sales by our SLS segment increased to approximately $6.1 million for the three months ended March 31, 2025 from $0 for the three months ended March 31, 2024. The increase in the dollar amount of total cost of sales was primarily due to the increase in sales of 52.4% from period to period. For the Stran segment, the increase was primarily due to the increase in sales described above. For the SLS segment, the increase was due to the acquisition of the Gander Group Assets in August 2024.requirements;

~~Gross Profit~~● submit certain executive compensation matters to stockholder advisory votes, such as “say-on-pay” and “say-on-frequency;” and

~~Gross~~● ~~profit~~disclose ~~and~~certain ~~gross~~executive ~~margin~~compensation ~~percentages~~related byitems ~~segment~~ such as the correlation between executive compensation and inperformance ~~total~~and ~~were~~comparisons asof ~~follows~~the ~~(in~~chief ~~thousands):~~executive officer’s compensation to median employee compensation.

	Three Months Ended March 31,					Three Months Ended March 31,					Increase / (Decrease)
	2025		% of Total			2024		% of Total			$		%
Stran	$	6,791		80.1	%	$	5,614		100.0	%	$	1,177		21.0	%
SLS		1,691		19.9	%		—		—	%		1,691		100.0	%
Total gross profit	$	8,482		100.0	%	$	5,614		100.0	%	$	2,868		51.1	%

In addition, Section 107 of the JOBS Act also provides that an emerging growth company can take advantage of the extended transition period provided in Section 7(a)(2)(B) of the Securities Act of 1933, as amended (the “Securities Act”), for complying with new or revised accounting standards. In other words, an emerging growth company can delay the adoption of certain accounting standards until those standards would otherwise apply to private companies. We have elected to take advantage of the benefits of this extended transition period. Our financial statements may therefore not be comparable to those of companies that comply with such new or revised accounting standards.

28We will remain an emerging growth company until the earliest of (i) the last day of the fiscal year following the fifth anniversary of our initial public offering, (ii) the last day of the first fiscal year in which our total annual gross revenues are $1.07 billion or more, (iii) the date that we become a “large accelerated filer” as defined in Rule 12b-2 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), which would occur if the market value of our common stock that is held by non-affiliates exceeds $700.0 million as of the last business day of our most recently completed second fiscal quarter or (iv) the date on which we have issued more than $1.0 billion in non-convertible debt during the preceding three year period.

~~Gross~~To ~~profit consists~~the ofextent ~~sales~~that ~~less~~we ~~total~~continue ~~cost of sales. Our total gross profit increased 51.1%~~ to ~~approximately $8.5~~qualify ~~million, or 29.6% of sales, for~~as ~~the~~a ~~three~~“smaller ~~months~~reporting ~~ended March 31~~company,” ~~2025,~~as ~~from~~such ~~approximately~~term ~~$5.6~~is ~~million, or~~defined ~~29.8%~~in ofRule ~~sales,~~12b-2 ~~for~~under the ~~three~~Exchange ~~months ended March 31~~Act, ~~2024. Gross~~after ~~profit~~we ofcease ~~our Stran segment increased~~ to ~~approximately~~qualify ~~$6.8 million for the three months ended March 31, 2025 from approximately~~as ~~$5.6~~an ~~million~~emerging ~~for~~growth ~~the three months ended March 31~~company, ~~2024.~~certain ~~Gross profit~~ of ~~our SLS segment increased to approximately $1.7 million for~~ the ~~three~~exemptions ~~months~~and ~~ended~~accommodations ~~March~~available ~~31,~~to ~~2025~~us ~~from~~as $0an ~~for~~emerging ~~the~~growth ~~three~~company ~~months~~may ~~ended~~continue ~~March 31, 2024. The~~to ~~increase~~be inavailable ~~the dollar amount of total gross profit was primarily due~~ to ~~the~~us ~~acquisition of~~as ~~the~~a ~~Gander~~smaller ~~Group~~reporting ~~Assets in August 2024. For the Stran segment~~company, ~~the~~including ~~increase~~as ~~in the dollar amount of gross profit was due~~ to: an(i) ~~increase in sales of approximately $2.1 million for~~ the ~~reasons~~auditor ~~described above,~~attestation ~~which~~requirements ~~was partially offset by an increase~~ of ~~cost~~Section of404(b) ~~sales~~ of ~~approximately $0.9 million for~~ the ~~reasons described above. For~~ ~~the~~Sarbanes-Oxley ~~SLS~~Act; ~~segment,~~(ii) ~~the~~scaled ~~increase~~executive incompensation ~~the~~disclosures; ~~dollar~~(iii) ~~amount~~presenting ~~of gross profit was due to the acquisition of the Gander Group Assets in August 2024. The decrease in total gross profit margin to 29.6% for the~~ three ~~months~~years ~~ended March 31, 2025 from 29.8% for the three months ended March 31, 2024 was primarily due to the acquisition~~ of ~~the~~ ~~Gander~~audited ~~Group~~financial ~~Assets~~statements; ~~in August 2024, which operates at a lower gross margin than the Stran segment. The~~and ~~gross~~(iv) ~~profit~~compliance ~~margin~~with ~~for~~certain ~~the~~greenhouse ~~Stran~~gas ~~segment~~emissions ~~increased~~disclosure toand ~~32.4%~~related ~~for~~third-party ~~the~~assurance ~~three months ended March 31, 2025 from 29~~requirements.~~8% for the three months ended March 31, 2024. The gross profit margin for the SLS segment was 21.8% for the three months ended March 31, 2025.~~

~~Operating~~Principal Factors Affecting Our Financial ~~Expenses~~Performance

~~Operating~~Our ~~expenses~~operating byresults ~~segment~~are ~~and~~primarily ~~in total were~~affected asby ~~follows~~the ~~(in~~following ~~thousands)~~factors:

	Three Months Ended March 31,					Three Months Ended March 31,					Increase / (Decrease)
	2025		% of Total			2024		% of Total			$		%
Stran	$	6,864		76.1	%	$	6,279		100.0	%	$	585		9.3	%
SLS		2,153		23.9	%		—		—	%		2,153		100.0	%
Total operating expenses	$	9,017		100.0	%	$	6,279		100.0	%	$	2,738		43.6	%

●

our ability to acquire new customers or retain existing customers;

~~Operating~~● expenses consist of general and administrative expenses. Our total operating expenses increased 43.6% to approximately $9.0 million for the three months ended March 31, 2025, from approximately $6.3 million for the three months ended March 31, 2024. Operating expenses of our ~~Stran~~ability ~~segment increased~~ to ~~approximately~~offer ~~$6.9~~competitive ~~million~~product for the three months ended March 31, 2025 from approximately $6.3 million for the three months ended March 31, 2024. Operating expenses of our SLS segment increased to approximately $2.2 million for the three months ended March 31, 2025 from $0 for the three months ended March 31, 2024. As a percentage of sales, operating expenses decreased to 31.4% for the three months ended March 31, 2025, from 33.4% for the three months ended March 31, 2024. As a percentage of sales, operating expenses of our Stran segment decreased to 32.8% for the three months ended March 31, 2025 from 33.4% for the three months ended March 31, 2024. As a percentage of sales, operating expenses of our SLS segment were 27.7% for the three months ended March 31, 2025. For the Stran segment, the increase in the dollar amount of operating expenses was primarily due to expenses related to Stran's NetSuite enterprise resource planning system implementation, acquisition and integration of the Gander Group Assets, and legal and accounting expenses related to the re-audit of historical financial statements. For the SLS segment, the increase in the dollar amount of operating expenses was due to the acquisition of the Gander Group Assets in 2024.pricing;

~~Other (Expense)~~● ~~Income~~our ability to broaden product offerings;

~~Other~~● ~~(expense) income~~industry ~~consists~~demand ~~of other income, interest income, change in fair value of contingent earn-out liability,~~ and realized gain on investments. Our other (expense) income was approximately $(5) thousand for the three months ended March 31, 2025, compared to approximately $15 thousand for the three months ended March 31, 2024. This change was primarily due to factoring fees. Our interest income was approximately $42 thousand for the three months ended March 31, 2025, compared to approximately $93 thousand for the three months ended March 31, 2024. This change was primarily due to a decrease in interest generated from investments. Our realized gain on investments was approximately $67 thousand for the three months ended March 31, 2025, compared to approximately $70 thousand for the three months ended March 31, 2024. competition;

~~Income Tax Provision~~28

~~Income~~● ~~tax~~our ~~provision~~ability ~~reflects~~to ~~statutory~~leverage ~~tax~~technology ~~rates in~~and ~~the~~use ~~jurisdictions~~and indevelop ~~which~~efficient ~~we operate adjusted for permanent book/tax differences.~~processes;

29● our ability to attract and retain talented employees;

~~Income~~● ~~tax~~our ~~benefit~~ability ~~for~~to ~~the~~identify ~~three~~or ~~months~~to ~~ended March~~complete ~~31,~~acquisitions ~~2025~~or ~~was approximately $(38) thousand compared~~ to ~~income~~successfully ~~tax~~integrate ~~provision of approximately $— thousand for~~ the ~~three~~businesses ~~months ended~~we ~~March~~acquire; 31, 2024. Income tax provision for the three months ended March 31, 2025 accounted for 8.9% of loss before income taxes of approximately $0.4 million. Income tax provision for the three months ended March 31, 2024 accounted for —% of income before income taxes of approximately $0.5 million. As of March 31, 2025 and 2024, the Company recorded an income tax provision comprised of state income taxes and a valuation allowance against its net deferred tax assets. The Company recorded a valuation allowance due to a cumulative loss over a three-year period.

~~Based~~● onmarket ~~management’s~~conditions ~~expectations of future earnings~~ and ~~recognition of a valuation allowance, we anticipate that~~ our ~~effective~~market ~~tax rate will remain similar to the rate recorded in 2024~~position.

~~Net~~Results ~~Loss~~of Operations

~~Our~~Comparison ~~net~~of ~~loss~~Three ~~for~~Months ~~the~~Ended ~~three~~June ~~months ended March 31~~30, 2025 ~~was~~and ~~approximately $0.4 million, compared to approximately $0.5 million for the three months ended March 31,~~ 2024~~. This change was primarily due to an increase in gross profit, partially offset by an increase in operating expenses, for the reasons described above.~~

~~Liquidity~~The following table sets forth key components of our results of operations during the three months ended June 30, 2025 and ~~Capital~~2024 ~~Resources~~both in dollars and as a percentage of our revenues.

As of March 31, 2025, we had cash and cash equivalents of approximately $4.2 million and investments of approximately $7.9 million. We have financed our operations primarily through cash generated from our initial public offering of common stock and warrants to purchase common stock in November 2021, our private placement of common stock and warrants to purchase common stock in December 2021, and operations.

	Three Months Ended June 30,
	2025					2024
	Amount (in thousands)		% of Revenues			Amount (in thousands)			% of Revenues
SALES
Sales	$	32,577		100.0	%	$	16,693			100.0	%
Sales – related parties		—		—	%		—			—	%
Total sales		32,577		100.0	%		16,693			100.0	%

COST OF SALES:
Cost of sales		22,708		69.7	%		11,226			67.2	%
Cost of sales - related parties		—		—	%		—			—	%
Total cost of sales		22,708		69.7	%		11,226			67.2	%

GROSS PROFIT		9,869		30.3	%		5,467			32.8	%

OPERATING EXPENSES:
General and administrative expenses		9,474		29.1	%		6,575			39.4	%
Total operating expenses		9,474		29.1	%		6,575			39.4	%

INCOME (LOSS) FROM OPERATIONS		395		1.2	%		(1,108	)		(6.6	)%

OTHER INCOME:
Other income		285		0.9	%		1			—	%
Interest income		77		0.2	%		82			0.5	%
Realized gain on investments		—		—	%		3			—	%
Total other income		362		1.1	%		86			0.5	%

INCOME (LOSS) BEFORE INCOME TAXES		757		2.3	%		(1,022	)		(6.1	)%

Provision for income taxes		114		0.3	%		3			—	%

NET INCOME (LOSS)	$	643		2.0	%	$	(1,025	)		(6.1	)%

We believe that our current levels of cash will be sufficient to meet our anticipated cash needs for our operations and cash payment obligations for both the 12 months ended March 31, 2026 and in the long-term beyond this period, including our anticipated costs associated with being a public reporting company. We may, however, in the future require additional cash resources due to changing business conditions, implementation of our strategy to expand our business, or other investments or acquisitions we may decide to pursue. If our own financial resources are insufficient to satisfy our capital requirements, we may seek to sell additional equity or debt securities or obtain additional credit facilities. The sale of additional equity securities could result in dilution to our stockholders. The incurrence of indebtedness would result in increased debt service obligations and could require us to agree to operating and financial covenants that would restrict our operations. Financing may not be available in amounts or on terms acceptable to us, if at all. Any failure by us to raise additional funds on terms favorable to us, or at all, could limit our ability to expand our business operations and could harm our overall business prospects.29

~~Summary of Cash Flows~~Sales

~~The~~Sales ~~following~~consist ~~table~~primarily ~~provides~~of ~~detailed~~the ~~information~~selling price ~~about~~of ~~our~~the ~~net~~merchandise, ~~cash~~service ~~flows~~or ~~for~~outbound ~~the~~shipping ~~three~~and ~~months~~handling ~~ended~~charges, ~~March~~less 31discounts, ~~2025~~coupons redeemed, returns and ~~2024~~credits. Sales by segment and in total were as follows (in thousands):

	Three Months Ended March 31,
	Three Months Ended June 30,						Three Months Ended June 30,					Increase / (Decrease)
	2025 (in thousands)			2024 (in thousands)
	2025			% of Total			2024		% of Total			$		%
Net cash (used in) provided by operating activities	$	(5,891	)	$	2,059
Stran	$	21,765			66.8	%	$	16,693		100	%	$	5,072		30.4	%
Net cash provided by (used in) investing activities		809			(572	)
SLS		10,812			33.2	%		—		—	%		10,812		100.0	%
Net cash used in financing activities		(40	)		(60	)
Total sales	$	32,577			100.0	%	$	16,693		100	%	$	15,884		95.2	%
Net increase (decrease) in cash		(5,122	)		1,427
Cash and cash equivalents - beginning		9,358			8,059
Cash and cash equivalents - ending	$	4,236		$	9,486

~~Net~~Our ~~cash~~total ~~used~~sales inincreased ~~operating~~95.2% ~~activities~~to ~~was~~ approximately $532.96 million for the three months ended ~~March~~June 3130, 2025, asfrom ~~compared~~approximately $16.7 million for the three months ended June 30, 2024. Sales by our Stran segment increased to ~~net~~approximately ~~cash~~$21.8 ~~provided~~million for the three months ended June 30, 2025 from approximately $16.7 million for the three months ended June 30, 2024. Sales by ~~operating~~our ~~activities~~SLS segment (which consists of the former Gander Group business) increased to approximately $210.1 8 million for the three months ended ~~March~~June 3130, 2025 from $0 for the three months ended June 30, 2024. ~~The~~For ~~change~~the Stran segment, the increase in sales was primarily due to ahigher ~~decrease~~spending from existing clients as well as business from new customers. For the SLS segment, the increase in ~~rewards~~sales ~~program~~was ~~liability~~due to the acquisition of the Gander Group Assets in August 2024.

30Cost of Sales

~~Net~~Cost ~~cash~~of ~~provided~~sales by ~~investing~~segment ~~activities~~and ~~was approximately~~in ~~$0.8~~total ~~million~~were ~~for the three months ended March 31, 2025,~~ as follows ~~compared to net cash used~~ (in ~~investing activities of approximately $0.6 million for the three months ended March 31, 2024. The change was primarily due to proceeds from the sale of investments.~~thousands):

Net cash used in financing activities was approximately $0.04 million for the three months ended March 31, 2025, as compared to approximately $0.1 million for the three months ended March 31, 2024. The decrease in net cash used in financing activities was primarily due to decreased payments of installment payment liabilities.

	Three Months Ended June 30,					Three Months Ended June 30,					Increase / (Decrease)
	2025		% of Total			2024		% of Total			$		%
Stran	$	14,171		62.4	%	$	11,226		100.0	%	$	2,945		26.2	%
SLS		8,537		37.6	%		—		—	%		8,537		100.0	%
Total cost of sales	$	22,708		100.0	%	$	11,226		100.0	%	$	11,482		102.3	%

~~Debt~~Our total cost of sales increased 102.3% to approximately $22.7 million for the three months ended June 30, 2025, from approximately $11.2 million for the three months ended June 30, 2024. As a percentage of sales, total cost of sales increased to 69.7% for the three months ended June 30, 2025 from 67.2% for the three months ended June 30, 2024. Cost of sales by our Stran segment increased to approximately $14.2 million for the three months ended June 30, 2025 from approximately $11.2 million for the three months ended June 30, 2024. Cost of sales by our SLS segment increased to approximately $8.5 million for the three months ended June 30, 2025 from $0 for the three months ended June 30, 2024. The increase in the dollar amount of total cost of sales was primarily due to the increase in sales of 95.2% from period to period. For the Stran segment, the increase was primarily due to the increase in sales described above. For the SLS segment, the increase was due to the acquisition of the Gander Group Assets in August 2024.

OnGross November 22, 2021, we entered into the Revolving Demand Line of Credit Loan Agreement, dated as of November 22, 2021 (the “Initial Loan Agreement”), between the Company and Salem Five Cents Savings Bank, a Massachusetts savings bank (“Salem Five Cents”), for a revolving line of credit (the “Revolving Line of Credit”), consisting of aggregate loans of up to $7.0 million, evidenced by the Revolving Demand Line of Credit Note, dated November 22, 2021, by the Company in favor of Salem Five Cents (the “Demand Note”). The Revolving Line of Credit and the Demand Note were secured by a first priority security interest in all assets and property of the Company, as provided in the Security Agreement, dated November 22, 2021, between Salem Five Cents and the Company (the “Security Agreement”), and as described below. Under a Commercial Loan Modification Agreement, dated as of February 12, 2024, between Salem Five Cents and the Company (the “Loan Modification Agreement”), certain terms of the Initial Loan Agreement were modified as of February 12, 2024, as described below (as amended, the “Loan Agreement” and together with the Security Agreement and the Demand Note, the “Loan Documents”).Profit

~~The~~Gross ~~amount available~~profit under the Revolving Line of Credit was the lesser of $7.0 million or the sum of (x) eighty percent (80.0%) of the then-outstanding amount of Eligible Accounts (as defined below), plus (y) fifty percent (50.0%) of Eligible Inventory (as defined below); minus one hundred (100.0%) percent of the aggregate amount then drawn under the Revolving Line of Credit for the account of the Company. In addition, advances based upon Eligible Inventory were required to be capped at all times at $2.0 million. “Eligible Accounts” was defined as accounts that meet a number of requirements, including, unless otherwise approved by ~~Salem~~segment ~~Five~~and Cents, being less than 90 days from the date of invoice not subject to any prior assignment, claim, lien, or security interest, not subject to set-off, credit, allowance or adjustment by the account debtor, arose in ~~the~~total ordinary course of the Company’s business, not an intercompany obligation, not subject to notice of bankruptcy or insolvency of the account debtor, not owed by an account debtor whose principal place of business was outside the United States, not a government account, not be evidenced by promissory notes, and not one of the accounts owed by an account debtor 25% or more of whose accounts were ~~90 or more days past invoice date; or otherwise not deemed acceptable by Salem Five Cents in accordance with its normal credit policies. “Eligible Inventory” was defined~~ as ~~all finished goods, work in progress and raw materials and component~~ ~~parts~~follows of inventory owned by the Company. Eligible Inventory did not include any inventory held on consignment or not otherwise owned by the Company; any inventory which had been returned by a customer or was damaged or subject to any legal encumbrances other than a first priority security interest held by the Company; any inventory which was not (in the possession of the Company; any inventory which was held by the Company on property leased by the Company unless Salem Five Cents had received a Landlord’s Waiver and Consent from the lessor of such property satisfactory to Salem Five Cents; any inventory which was not located within the United States; any inventory which Salem Five Cents reasonably deemed to be obsolete or non-marketable; and any inventory not subject to a first priority fully perfected lien held by Salem Five Cents.thousands):

The Revolving Line of Credit was subject to interest at the prime rate plus 0.5% per annum. The Company was required to repay interest on the Revolving Line of Credit proceeds on a monthly basis. The Revolving Line of Credit continued indefinitely, subject to Salem Five Cents’ demand rights and the Company’s ongoing affirmative and other obligations under the Loan Documents, as summarized below.

	Three Months Ended June 30,					Three Months Ended June 30,					Increase / (Decrease)
	2025		% of Total			2024		% of Total			$		%
Stran	$	7,594		76.9	%	$	5,467		100.0	%	$	2,127		38.9	%
SLS		2,275		23.1	%		—		—	%		2,275		100.0	%
Total gross profit	$	9,869		100.0	%	$	5,467		100.0	%	$	4,402		80.5	%

The Company could freely draw upon the Revolving Line of Credit subject to Salem Five Cents’ right to demand complete repayment of the Revolving Line of Credit at any time. Late payments were subject to a late payment charge of 5.0%. In the event of failure to repay the loan after Salem Five Cents made demand for full repayment, the interest rate would increase by 10.0%. The Demand Note could be prepaid at any time without penalty. Salem Five Cents could assign the Demand Note without the Company’s consent.30

~~Under~~Gross ~~the Security~~profit ~~Agreement~~consists ~~and~~of ~~the~~sales ~~other~~less ~~Loan~~total ~~Documents,~~cost of ~~the~~sales. ~~Company~~Our ~~granted~~total ~~Salem~~gross ~~Five~~profit ~~Cents~~increased a80.5% ~~first~~to ~~priority~~approximately ~~security~~$9.9 ~~interest~~million, inor ~~all~~30.3% of ~~its assets~~sales, ~~including~~for ~~both~~the ~~assets~~three ~~owned~~months asended ofJune ~~the~~30, 2025, ~~date~~from ofapproximately ~~the~~$5.5 ~~Revolving~~million, ~~Line~~or 32.8% of ~~Credit~~sales, ~~and~~for ~~afterwards,~~the asthree ~~collateral~~months ~~for~~ended ~~full~~June ~~repayment~~30, ~~of the~~2024. ~~Revolving~~Gross ~~Line~~profit of ~~Credit.~~our ~~Salem~~Stran ~~Five~~segment increased ~~Cents~~to ~~had~~approximately $7.6 million for the ~~right~~three tomonths ~~file~~ended ~~Uniform~~June ~~Commercial~~30, ~~Code~~2025 ~~financing~~from ~~statements~~approximately ~~with~~$5.5 ~~any~~million ~~jurisdiction~~for the three months ~~and~~ended ~~with~~June ~~sufficient~~30, ~~descriptions~~2024. ofGross ~~the~~profit ~~property~~of toour ~~perfect~~SLS ~~its~~segment ~~security~~increased ~~interest~~to inapproximately ~~all~~$2.3 ofmillion for the ~~Company’s~~three ~~current~~months ~~and~~ended ~~future~~June ~~assets.~~30, 2025 ~~Upon~~from ~~default~~$0 offor the ~~Revolving~~three ~~Line~~months ofended ~~Credit~~June 30, ~~Salem~~2024. ~~Five~~The ~~Cents~~increase ~~could~~in ~~accelerate~~the ~~repayment~~dollar amount of ~~the~~total ~~Revolving~~gross ~~Line~~profit ofwas ~~Credit,~~primarily ~~take~~due ~~possession~~to the acquisition of the ~~Company’s~~Gander ~~assets,~~Group ~~assign~~Assets ain ~~receiver~~August ~~over~~2024. For the ~~Company’s~~Stran ~~assets~~segment, ~~and~~the ~~enforce~~increase ~~other~~in ~~rights~~the asdollar toamount ~~the~~of ~~Company’s~~gross ~~assets~~profit was due to an increase asin ~~secured~~sales ~~creditor~~of approximately $5.1 ~~The~~million ~~Company~~for the reasons described above, which was ~~required~~partially tooffset ~~pay~~by ~~for~~an ~~all~~increase of ~~Salem~~cost ~~Five~~of ~~Cents’~~sales ~~reasonable~~of approximately ~~legal~~$2.9 ~~fees~~million ~~and~~for ~~expenses~~the ~~incurred~~reasons todescribed above. For the SLS segment, the increase in the dollar amount of gross profit ~~enforce~~was ~~its~~due ~~rights~~to ~~under~~the acquisition of the ~~Loan~~Gander ~~Documents~~Group Assets in August 2024.

31Gross profit margin is defined as gross profit as a percentage of sales. The decrease in total gross profit margin to 30.3% for the three months ended June 30, 2025 from 32.8% for the three months ended June 30, 2024 was primarily due to the acquisition of the Gander Group Assets in August 2024, which operates at a lower gross margin than the Stran segment. The gross profit margin for the Stran segment increased to 34.9% for the three months ended June 30, 2025 from 32.8% for the three months ended June 30, 2024. The gross profit margin for the SLS segment was 21.0% for the three months ended June 30, 2025.

~~Under~~Operating the Initial Loan Agreement, the Company was required to continue its current business of outsourced marketing solutions, and, without the prior consent of Salem Five Cents, the Company could not acquire in whole or in part any other company or business or engage in any other business or open any other locations. The Company was required to use the proceeds of the Revolving Line of Credit only in connection with the general and ordinary operations of its business and for the following purpose: general working capital for accounts receivable and inventory purchases.Expenses

~~The~~Operating Revolving Line of Credit was also subject to ongoing affirmative obligations of the Company, including: Making punctual repayment of the Revolving Line of Credit amount; maintaining proper accounting books and records in accordance with the opinion of LMHS, P.C. or another Certified Public Accountant acceptable to Salem Five Cents; allowing Salem Five Cents to inspect its accounting books and records; furnishing audited, quarterly, monthly and other financial statements to Salem Five Cents; prior to the date of the Loan Modification Agreement, making payment of Salem Five Cents’ reasonable expenses ~~for~~by asegment ~~field exam in 2022;~~ and ~~following the date of the Loan Modification Agreement, making payment of Lender’s reasonable expenses for a field exam~~ in ~~2024;~~total ~~allowing Salem Five Cents to communicate with its accountants;~~were ~~maintaining~~as ~~its~~follows ~~properties~~ (in good repair subject to ordinary wear and tear; obtaining replacement-cost insurance for its property with Salem Five Cents as Mortgagee/Loss Payee; causing management contracts for the Company’s properties to be subordinated to the rights of Salem Five Cents; and allowing no change of property management company without the prior written consent of Salem Five Cents.thousands):

Prior to the date of the Loan Modification Agreement, the Revolving Line of Credit was further subject to the following financial requirements: (a) Debt Service Coverage Ratio: Cash flow to be calculated on an annual basis of at least 1.20 times EBITDA less cash taxes, distributions, dividends, shareholder withdrawals in any form, and unfinanced CAPEX divided by all scheduled principal payments on all debt plus cash interest payments made on all debt; and (b) Minimum Net Worth thresholds: The Company was required to meet the following minimum net worth thresholds: $2,000,000 at December 31, 2021, $2,750,000 at December 31, 2022, and $3,500,000 at December 31, 2023.

	Three Months Ended June 30,					Three Months Ended June 30,					Increase / (Decrease)
	2025		% of Total			2024		% of Total			$		%
Stran	$	7,421		78.4	%	$	6,575		100.0	%	$	846		12.9	%
SLS		2,053		21.6	%		—		—	%		2,053		100.0	%
Total operating expenses	$	9,474		100.0	%	$	6,575		100.0	%	$	2,899		44.1	%

~~Following~~Operating expenses consist of general and administrative expenses. Our total operating expenses increased 44.1% to approximately $9.5 million for the ~~date~~three months ended June 30, 2025, from approximately $6.6 million for the three months ended June 30, 2024. Operating expenses of our Stran segment increased to approximately $7.4 million for the ~~Loan~~three ~~Modification~~months ~~Agreement~~ended June 30, 2025 from approximately $6.6 million for the three months ended June 30, 2024. Operating expenses of our SLS segment increased to approximately $2.1 million for the ~~Revolving~~three ~~Line~~months ended June 30, 2025 from $0 for the three months ended June 30, 2024. As a percentage of ~~Credit~~sales, ~~was~~operating noexpenses ~~longer~~decreased ~~subject~~to 29.1% for the three months ended June 30, 2025, from 39.4% for the three months ended June 30, 2024. As a percentage of sales, operating expenses of our Stran segment decreased to 34.1% for the ~~Company’s~~three months ~~compliance~~ended ~~with~~June 30, 2025 from 39.4% for the ~~Debt~~three ~~Service~~months ~~Coverage~~ended ~~Ratio~~June ~~and~~30, 2024. As a percentage of sales, operating expenses of our SLS segment were 19.0% for the ~~Minimum~~three months ended June 30, 2025. For the Stran segment, the increase in the dollar amount of operating expenses ~~Net~~was ~~Worth~~primarily ~~terms~~due ~~described~~to ~~above~~variable costs incurred due to our higher sales and expenses related to Stran’s NetSuite enterprise resource planning system implementation, and legal and accounting expenses. ~~Instead~~For the SLS segment, the ~~Company~~increase in the dollar amount of operating expenses was ~~required~~due to ~~meet~~the acquisition of the ~~following~~Gander ~~financial~~Group ~~requirements:~~Assets in 2024.

●Other The Company was required to maintain a “Minimum Interest Coverage” of 1.25:1, tested for fiscal year ending December 31, 2024 only, and defined as follows: EBITDA (as defined below), divided by cash interest payments made on all debt. “EBITDA” was defined as the trailing year’s total of net income before total interest expense, tax expense, and depreciation and amortization expense. EBITDA was required to be adjusted for extraordinary and/or non-cash items as defined in accordance with generally accepted accounting principles in the United States (“GAAP”).Income

●Other ~~The~~income ~~Company~~consists ~~was~~of ~~required~~other toincome, ~~maintain~~interest income, aand ~~“Minimum~~realized ~~Debt~~gain ~~Service~~on ~~Coverage~~investments. ~~Ratio”~~Our ofother ~~1.20:1,~~income ~~tested~~was ~~annually~~approximately ~~beginning~~$285 ~~with~~thousand for the ~~fiscal~~three ~~year~~months ~~ending~~ended ~~December~~June 3130, 2025, compared ~~defined~~to asapproximately ~~follows:~~$1 ~~EBITDA,~~thousand ~~less~~for ~~cash~~the ~~taxes,~~three ~~distributions,~~months ~~dividends~~ended June 30, ~~stockholder~~2024. ~~withdrawals~~This inchange ~~any~~was ~~form,~~primarily ~~and~~related ~~unfinanced~~to ~~capital~~cost ~~expenditures~~recoveries from ~~(as~~prior ~~defined~~periods ~~below)~~for estimated shipping charges. Our interest income was approximately $77 thousand for the three months ended June 30, ~~divided~~2025, bycompared ~~all~~to ~~scheduled~~approximately ~~principal~~$82 ~~payments~~thousand onfor ~~all~~the ~~debt~~three months ended June 30, ~~plus~~2024. ~~cash~~This change was primarily due to lower interest earned ~~payments~~as ~~made~~a onresult ~~all~~of ~~debt,~~lower ~~plus~~investments ~~cash~~compared ~~payments~~to ~~made~~the onsame ~~contingent~~period ~~earn-out~~in ~~liabilities~~the prior year. ~~“Unfinanced~~Our ~~capital~~realized ~~expenditures”~~gain on investments was ~~defined~~$0 asfor the three ~~current~~months ~~fiscal-year-end~~ended ~~net~~June ~~fixed~~30, ~~assets~~2025, ~~plus~~compared ~~current~~to ~~fiscal-year-end~~approximately ~~depreciation,~~$3 ~~less~~thousand ~~prior~~for ~~fiscal-year-end~~the ~~net~~three ~~fixed~~months ~~assets~~ended June 30, ~~less~~2024. The decrease in investments reflects our utilization of cash to support the ~~long-term~~Company’s ~~debt~~operating ~~increase~~activities.

●Income ~~The~~Tax Company’s “Ratio of Debt to Tangible Net Worth” was required not to exceed 1.50:1, tested at financial year-end, defined as total liabilities divided by “tangible net worth,” defined as total assets, less total liabilities, less intangible assets and amounts due from stockholder/related parties.Provision

●Income ~~The~~tax ~~Company~~provision ~~was~~reflects ~~required~~statutory totax ~~maintain~~rates in athe ~~“Minimum~~jurisdictions ~~Liquidity”~~in ofwhich ~~$7.5~~we ~~million~~operate atadjusted ~~all~~for ~~times,~~permanent ~~defined~~book/tax ~~as cash and short-term investments, less rewards program liabilities~~differences.

~~The~~Income ~~Company also~~tax ~~could~~expense ~~not~~for ~~incur~~the ~~any~~three ~~additional~~months ~~indebtedness~~ended June 30, ~~secured~~2025 orwas ~~unsecured,~~approximately ~~except~~$114 inthousand ~~the~~compared ~~ordinary~~to ~~course~~income tax expense of ~~business;~~approximately ~~make~~$3 ~~loans~~thousand orfor ~~advances to~~the ~~others~~three ormonths ~~guarantee~~ended June ~~others’~~30, ~~obligations~~2024. ~~except~~Income tax expense for ~~certain~~the ~~ordinary~~three ~~advances~~months toended ~~employees~~June or30, ~~ordinary~~2025 ~~customer~~accounted ~~credit~~for ~~terms; make~~15.1% ~~investments;~~of ~~acquire~~income ~~any~~before ~~business;~~income ~~make~~taxes ~~capital~~of ~~expenditures~~approximately $0.8 ~~except~~million. inIncome ~~the~~tax ~~ordinary~~expense ~~course~~for ofthe ~~business;~~three ~~sell~~months ~~any~~ended ~~material~~June ~~assets except~~30, in2024 ~~the~~accounted ~~ordinary~~for ~~course~~0.3% of ~~business;~~loss orbefore ~~grant~~income ~~any~~taxes ~~security~~of ~~interests~~approximately $1.0 ormillion. ~~mortgages~~As inof ~~its~~June ~~properties~~30, or2025 ~~assets.~~and ~~After~~2024, the ~~date~~ Company recorded an income tax provision comprised of ~~the~~state ~~Loan~~income ~~Modification~~taxes ~~Agreement,~~and ~~any~~a ~~future~~valuation allowance ~~contingent~~against ~~earn-out~~its ~~obligations~~net ~~were~~deferred ~~required~~tax toassets. beThe ~~subordinated~~Company torecorded a full valuation allowance in 2022, the ~~Loan~~Company ~~Documents~~still maintains a cumulative loss.

32The change in the effective tax rate from the comparison of 2025 and 2024 as noted above primarily relates to the Company’s estimated earnings and a partial release of the valuation allowance from period to period. The Company recorded a full valuation allowance associated with its cumulative losses.

In connection with the Initial Loan Agreement, on November 22, 2021, the Company, Salem Five Cents and Harte Hanks Response Management/ Boston, Inc. (the “Warehouse Provider”), the lessor of certain warehouse facilities to the Company, executed a Warehouseman’s Waiver in favor of Salem Five Cents (the “Warehouseman’s Waiver”). Under the Warehouseman’s Waiver, the Warehouse Provider disclaimed any interest in the property of the Company stored on the premises (the “Collateral”), and agreed not to interfere with Salem Five Cents’ enforcement of its rights in the Collateral. The Warehouse Provider further agreed to provide notice to Salem Five Cents of any default by the Company of its obligations as to the Warehouse Provider, and to give Salem Five Cents at least 30 days to exercise its rights, which period could be extended by Salem Five Cents up to 60 days upon its payment of the per-diem rental amount. After that period, unless the default had been cured by Salem Five Cents, the Warehouse Provider could dispose of such Collateral as it deemed fit. Upon the receipt of written notice from Salem Five Cents and until such notice was rescinded, the Warehouse Provider was required to honor only instructions from Salem Five Cents with respect to the Collateral, including, any direction from Salem Five Cents to dispose of all or any portion of the Collateral at any time, without any further consent or instruction from Company.31

OnNet ~~August~~Income 23, 2024, Stran Loyalty Solutions entered into a factoring arrangement to provide accounts receivable financing to Stran Loyalty Solutions. In connection with the factoring arrangement, the Company provided a secured guarantee of Stran Loyalty Solutions’ obligations under the factoring arrangement. In discussions with Salem Five Cents prior to the establishment of the factoring arrangement, Salem Five Cents indicated that it would terminate the Revolving Line of Credit because of a policy which prohibited it from agreeing to subordination of its security interest in the Company’s assets.(Loss)

~~Accordingly,~~Our onnet ~~September~~income 9,for ~~2024, Salem Five Cents delivered a letter (~~the ~~“Termination~~three ~~Letter”)~~months toended ~~the Company that stated that~~June 30, ~~effective~~2025 ~~August~~was ~~26,~~approximately ~~2024~~$0.6 ~~(the “Termination Date”)~~million, ~~Salem~~compared ~~Five~~to ~~Cents~~net ~~terminated~~loss ~~all~~of ~~obligations~~approximately ~~under~~$(1.0) ~~the~~million ~~Loan~~for ~~Agreement and~~ the ~~Demand~~three ~~Note.~~months ~~The~~ended ~~Termination~~June ~~Letter~~30, ~~further~~2024. ~~stated~~This ~~that~~change ~~the~~was ~~Loan~~primarily ~~Agreement~~due ~~and~~to ~~the~~an ~~Demand~~increase ~~Note~~in ~~and~~gross ~~the~~profit, ~~Loan~~partially ~~Documents~~offset ~~shall~~by noan ~~longer~~increase ~~be considered~~ in ~~force~~operating orexpenses, ~~effect.~~for ~~The~~the ~~Company~~reasons ~~had~~described ~~no funds drawn on the Revolving Line of Credit on the Termination Date~~above.

AsComparison of ~~March 31,~~Six ~~2025~~Months ~~and~~Ended ~~December~~June 3130, 2025 and 2024, ~~the Revolving Line of Credit had been terminated.~~

~~Acquisition~~The following table sets forth key components of ~~Assets~~our results of ~~Gander~~operations during ~~Group~~the six months ended June 30, 2025 and 2024 both in dollars and as a percentage of our sales.

On August 23, 2024, Stran Loyalty Solutions entered into a Secured Party Sale Agreement, dated as of August 23, 2024 (the “Sale Agreement”), between Stran Loyalty Solutions and Sallyport Commercial Finance, LLC, a Delaware limited liability company (“Secured Party”), pursuant to which Stran Loyalty Solutions agreed to purchase, on an as-is basis, all of the rights and interests of Gander Group, in and to the Gander Group Assets from Secured Party as a private sale pursuant to Article 9 of the Uniform Commercial Code (the “Gander Group Transaction”).

	Six Months Ended June 30,
	2025						2024
SALES	Amount (in thousands)			% of Revenues			Amount (in thousands)			% of Revenues
Sales	$	61,271			100.0	%	$	35,474			99.9	%
Sales – related parties		—			—	%		46			0.1	%
Total sales		61,271			100.0	%		35,520			100.0	%

COST OF SALES:
Cost of sales		42,920			70.0	%		24,405			68.7	%
Cost of sales - related parties		—			—	%		35			0.1	%
Total cost of sales		42,920			70.0	%		24,440			68.8	%

GROSS PROFIT		18,351			30.0	%		11,080			31.2	%

OPERATING EXPENSES:
General and administrative expenses		18,491			30.2	%		12,857			36.2	%
Total operating expenses		18,491			30.2	%		12,857			36.2	%

LOSS FROM OPERATIONS		(140	)		(0.2	)%		(1,777	)		(5.0	)%

OTHER INCOME:
Other (expense) income		280			0.5	%		16			—	%
Interest income		119			0.2	%		175			0.5	%
Realized gain on investments		67			0.1	%		73			0.2	%
Total other income		466			0.8	%		264			0.7	%

INCOME (LOSS) BEFORE INCOME TAXES		326			0.5	%		(1,513	)		(4.3	)%

Provision for income taxes		76			—	%		3			—	%

NET INCOME (LOSS)	$	250			0.4	%	$	(1,516	)		(4.3	)%

Under the Sale Agreement, the aggregate consideration for the Gander Group Assets consisted of (a) cash payments by Stran Loyalty Solutions to Secured Party of approximately $1.1 million (the “Cash Purchase Price”), and (b) the assumption by Stran Loyalty Solutions of certain liabilities totaling approximately $5.5 million (the “Gander Group Assumed Liabilities”), subject to adjustment, at and following the Gander Group Transaction Closing (as defined below), including the payment at the Gander Group Transaction Closing of $150 thousand to Warson Capital Partners, LLC, an investment banking firm retained by Gander Group, for its fees and expenses with respect to the Gander Group Transaction, including the marketing for sale of the Gander Group Assets (the “Transaction Expense Payment”).Sales

AtSales ~~the~~consist ~~consummation~~primarily of the ~~transactions~~selling ~~contemplated by~~price of the ~~Sale Agreement (the “Gander Group Transaction Closing”)~~merchandise, ~~Stran~~service ~~Loyalty~~or ~~Solutions~~outbound ~~paid~~shipping ~~the~~and ~~Cash~~handling ~~Purchase Price~~charges, ~~including the~~less ~~payment~~discounts, ofcoupons ~~the Transaction Expense Payment~~redeemed, returns and ~~assumed the Gander Group Assumed Liabilities~~credits. AsSales aby ~~result of the Gander Group Transaction~~segment ~~Closing,~~and ~~the~~in ~~Company~~total ~~indirectly~~were ~~acquired~~as ~~substantially~~follows ~~all~~(in ~~of the asset of Gander Group, including all of the equity of Gander Group Louisiana, which became a wholly-owned subsidiary of Stran Loyalty Solutions.~~thousands):

In addition, Stran Loyalty Solutions entered into a Release Agreement, dated as of August 23, 2024, between Gander Group and Stran Loyalty Solutions (the “Release Agreement”). Under the Release Agreement, Gander Group granted a full and complete waiver and release of Stran Loyalty Solutions and its affiliates of any non-competition, non-solicitation, or similar restrictive covenants of any parties owed to Gander Group or any of its affiliates.

	Six Months Ended June 30,					Six Months Ended June 30,					Increase / (Decrease)
	2025		% of Total			2024		% of Total			$		%
Stran	$	42,700		69.7	%	$	35,520		100.0	%	$	7,180		20.2	%
SLS		18,571		30.3	%		—		—	%		18,571		100.0	%
Total sales	$	61,271		100.0	%	$	35,520		100.0	%	$	25,751		72.5	%

3332

~~The~~Our ~~Sale~~total sales ~~Agreement~~increased ~~and~~72.5% to approximately $61.3 million for the ~~Release~~six ~~Agreement~~months ~~included~~ended June 30, 2025, from approximately $35.5 million ~~provisions~~for the six months ended June 30, 2024. Sales by our Stran segment increased to approximately $42.7 million for ~~indemnification~~the six months ended June 30, ~~reimbursement~~2025 from approximately $35.5 million for ~~returned~~the ~~items~~six months ended June 30, ~~handling~~2024. ofSales ~~assets~~by ~~and~~our ~~liabilities~~SLS ~~during~~segment (which consists of the former Gander Group’s ~~wind-down~~business) increased to approximately $18.6 million for the six months ended June 30, 2025 from $0 for the six months ended June 30, 2024. For the Stran segment, the increase in sales was primarily ~~and~~due ~~certain~~to ~~other~~higher ~~matters~~spending from existing clients as well as business from new customers. For the SLS segment, the increase in sales was due to the acquisition of the Gander Group Assets in August 2024

~~Contractual~~Cost of ~~Obligations~~Sales

~~Property~~Cost ~~Leases~~of sales by segment and in total were as follows (in thousands):

On January 10, 2025, the Company entered into a seven-year lease agreement for new office space in North Quincy, Massachusetts. The Company’s existing lease agreement for its office space expires May 31, 2025. The new lease term begins on June 1, 2025 and expires on May 31, 2032 with an option to extend the lease an additional five years. The lease contains an initial base rent of approximately $21 thousand per month with 2.2% - 2.5% annual escalations, plus a percentage of taxes and operating expenses incurred by the lessor in connection with the ownership and management of the property.

	Six Months Ended June 30,					Six Months Ended June 30,					Increase / (Decrease)
	2025		% of Total			2024		% of Total			$		%
Stran	$	28,315		66.0	%	$	24,440		100.0	%	$	3,875		15.9	%
SLS		14,605		34.0	%		—		—	%		14,605		100.0	%
Total cost of sales	$	42,920		100.0	%	$	24,440		100.0	%	$	18,480		75.6	%

OnOur ~~November~~total 26cost of sales increased 75.6% to approximately $42.9 million for the six months ended June 30, ~~2024~~2025, from approximately $24.4 million for the ~~Company~~six ~~entered~~months ~~into~~ ended June 30, 2024. As a ~~lease~~percentage of sales, total cost of sales increased to 70.0% for athe 6six months ended June 30,~~500-square~~ ~~foot~~2025 ~~office~~from ~~space~~68.8% infor ~~Irvine~~the six months ended June 30, ~~California~~2024. Cost ~~The~~of ~~lease~~sales ~~commenced~~by onour ~~January~~Stran 1segment increased to approximately $28.3 million for the six months ended June 30, 2025 ~~and~~from isapproximately $24.4 million for athe ~~term~~six months ended June 30, 2024. Cost of 36sales ~~months~~by our SLS segment increased to approximately $14.6 million for the six months ended June 30, 2025 from $0 for the ~~commencement~~six ~~date~~months ended June 30, 2024. The ~~lease~~increase ~~included~~in anthe ~~escalation~~dollar ~~clause~~amount ~~with~~of ~~annual~~total ~~increases~~cost of ~~approximately~~sales was 4primarily due to the increase in sales of 72.5% from period to period. For the Stran segment, the increase ~~per~~was ~~year~~primarily due to the increase in sales described above. For the SLS segment, the increase was due to the acquisition of the Gander Group Assets in August 2024.

~~The following is a schedule by years of future~~Gross ~~minimum lease payments (in thousands):~~Profit

Remainder of 2025		398
2026		440
2027		407
2028		65
Total future non-cancelable minimum lease payments	$	1,310

Gross profit by segment and in total were as follows (in thousands):

Lease costs for the three months ended March 31, 2025 and 2024 totaled approximately $0.2 million and $0.2 million, respectively. We anticipate no deficiencies in our ability to make these payments.

	Six Months Ended June 30,					Six Months Ended June 30,					Increase / (Decrease)
	2025		% of Total			2024		% of Total			$		%
Stran	$	14,385		78.4	%	$	11,080		100.0	%	$	3,305		29.8	%
SLS		3,966		21.6	%		—		—	%		3,966		100.0	%
Total gross profit	$	18,351		100.0	%	$	11,080		100.0	%	$	7,271		65.6	%

~~Other~~Gross ~~Cash~~profit consists ~~Obligations~~of sales less total cost of sales. Our total gross profit increased 65.6% to approximately $18.4 million, or 30.0% of sales, for the six months ended June 30, 2025, from approximately $11.1 million, or 31.2% of sales, for the six months ended June 30, 2024. Gross profit of our Stran segment increased to approximately $14.4 million for the six months ended June 30, 2025 from approximately $11.1 million for the six months ended June 30, 2024. Gross profit of our SLS segment increased to approximately $4.0 million for the six months ended June 30, 2025 from $0 for the six months ended June 30, 2024. The increase in the dollar amount of total gross profit was primarily due to the acquisition of the Gander Group Assets in August 2024. For the Stran segment, the increase in the dollar amount of gross profit of approximately $7.2 million was due to an increase in sales for the reasons described above, which was partially offset by an increase of cost of sales of approximately $3.9 million for the reasons described above. For the SLS segment, the increase in the dollar amount of gross profit was due to the acquisition of the Gander Group Assets in August 2024.

~~The~~Gross ~~Company~~profit margin ~~manages~~is ~~reward~~defined ~~card~~as ~~programs~~gross ~~for~~profit ~~clients~~as a percentage of sales. The decrease in total gross profit ~~Under~~margin ~~these~~to ~~programs,~~30.0% for the ~~Company~~six ~~receives~~months ~~cash~~ended ~~and~~June ~~simultaneously~~30, ~~records~~2025 afrom ~~liability~~31.2% for the ~~total~~six ~~amount~~months ~~received.~~ended ~~These~~June ~~accounts~~30, ~~are adjusted~~2024 onwas aprimarily ~~periodic~~due ~~basis~~to asthe acquisition ~~reward~~of ~~cards~~the ~~are~~Gander ~~funded~~Group orbusiness ~~reduced~~in August 2024, which operates at a lower gross margin than the ~~direction~~Stran ofsegment. The gross profit margin for the ~~customers~~Stran segment increased to 33.7% Asfor ofthe ~~March~~six 31months ended June 30, 2025 ~~and~~from ~~December~~ 31,.2% ~~2024,~~for the ~~Company~~six ~~had~~months ~~net~~ended ~~deposits~~June ~~totaling~~30, ~~approximately $0~~2024.9 The ~~million~~gross ~~and~~profit $0margin for the SLS segment was 21.4% ~~million~~for the six months ended June 30, ~~respectively~~2025.

Our other principal cash payment obligations have consisted principally of obligations under the Revolving Line of Credit. As stated above, as of March 31, 2025 and December 31, 2024, we had not drawn any funds from the Revolving Line of Credit under the Loan Documents.33

~~Critical Accounting Estimates~~ Operating Expenses

WeOperating prepare our financial statements in accordance with U.S. GAAP. The preparation of financial statements requires us to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenue, costs and expenses, and related disclosures. We evaluate our estimates and assumptions on an ongoing basis. We base our estimates on historical experience and on various other assumptions that we believe to be reasonable under the circumstances. Actual results could differ significantly from the estimates made by ~~our~~segment ~~management. To the extent that there are differences between our estimates~~ and ~~actual~~in ~~results,~~total ~~our future financial statements presentation, financial condition, results of operations, and cash flows~~were ~~will~~as befollows ~~affected.~~(in thousands):

We believe that the assumptions and estimates associated with the valuation of goodwill and intangible assets, and contingent earn-out liabilities have the greatest potential impact on our financial statements. Therefore, we consider these to be our critical accounting policies and estimates. For further information on all of our significant accounting policies, see the notes to our financial statements beginning on page 1 of this Quarterly Report on Form 10-Q.

	Six Months Ended June 30,					Six Months Ended June 30,					Increase / (Decrease)
	2025		% of Total			2024		% of Total			$		%
Stran	$	14,291		77.3	%	$	12,857		100.0	%	$	1,434		11.2	%
SLS		4,200		22.7	%		—		—	%		4,200		100.0	%
Total operating expenses	$	18,491		100.0	%	$	12,857		100.0	%	$	5,634		43.8	%

34Operating expenses consist of general and administrative expenses. Our total operating expenses increased 43.8% to approximately $18.5 million for the six months ended June 30, 2025, from approximately $12.9 million for the six months ended June 30, 2024. Operating expenses of our Stran segment increased to approximately $14.3 million for the six months ended June 30, 2025 from approximately $12.9 million for the six months ended June 30, 2024. Operating expenses of our SLS segment increased to approximately $4.2 million for the six months ended June 30, 2025 from $0 for the six months ended June 30, 2024. As a percentage of sales, operating expenses decreased to 30.2% for the six months ended June 30, 2025, from 36.2% for the six months ended June 30, 2024. As a percentage of sales, operating expenses of our Stran segment decreased to 33.5% for the six months ended June 30, 2025 from 36.2% for the six months ended June 30, 2024. As a percentage of sales, operating expenses of our SLS segment were 22.6% for the six months ended June 30, 2025. For the Stran segment, the increase in the dollar amount of operating expenses was primarily due to variable costs incurred due to our higher sales, expenses related to Stran’s NetSuite enterprise resource planning system implementation, and legal and accounting expenses related to the re-audit of historical financial statements. For the SLS segment, the increase in the dollar amount of operating expenses was due to the acquisition of the Gander Group Assets in 2024.

~~Valuation of Goodwill and Intangible Assets~~Other Income

WeOther ~~perform~~income consists ~~an annual impairment review~~ of ~~our goodwill~~other ~~during~~income, ~~the~~interest ~~fourth fiscal quarter of each year~~income, and ~~more~~realized ~~frequently~~gain ifon weinvestments. ~~believe~~Our ~~indicators~~other ofincome ~~impairment~~was ~~exist.~~approximately ~~The~~$280 ~~process of~~thousand ~~evaluating~~ for the ~~potential~~six ~~impairment~~months ofended ~~goodwill~~June is30, ~~highly~~2025, ~~subjective~~compared ~~and~~to ~~requires~~approximately ~~significant~~$16 ~~judgment.~~thousand ~~To review~~ for ~~impairment,~~the wesix months ~~first~~ended ~~assess~~June ~~qualitative~~30, ~~factors~~2024. toThis ~~determine~~change ~~whether~~was ~~events~~primarily orrelated ~~circumstances lead~~ to acost ~~determination~~recoveries ~~that~~from itprior ~~is more likely than not~~periods ~~that~~for ~~the~~estimated ~~fair~~shipping ~~value of our reporting unit is less than its carrying amount~~charges. Our ~~qualitative~~interest ~~assessment~~income ofwas ~~the~~approximately ~~recoverability~~$119 ofthousand ~~goodwill,~~for the ~~whether~~six ~~performed~~months ~~annually~~ended orJune ~~based~~30, ~~on specific events or circumstances~~2025, ~~considers~~compared ~~various~~to ~~macroeconomic,~~approximately ~~industry-specific~~$175 ~~and company-specific~~thousand ~~factors.~~for ~~These~~the ~~factors~~six ~~include:~~months ~~(i)~~ended ~~severe~~June ~~adverse industry or economic trends; (ii) significant company-specific actions; (iii) current~~30, ~~historical~~ or2024. ~~projected~~This ~~deterioration~~change ofwas ~~our~~primarily ~~financial~~due ~~performance;~~to ~~or (iv)~~ a ~~sustained~~ decrease in ~~our~~interest ~~market~~generated ~~capitalization~~from ~~below~~lower ~~our net~~investments ~~book~~compared ~~value.~~to ~~After assessing~~ the ~~totality~~same ofperiod ~~events~~in ~~and~~the ~~circumstances,~~prior ifyear. weOur ~~determine~~realized ~~that~~gain iton isinvestments ~~more~~was ~~likely~~approximately $67 ~~than~~thousand ~~not~~for ~~that~~ the ~~fair value~~six ofmonths ~~our~~ended ~~reporting~~June ~~unit~~30, ~~to which goodwill is assigned is greater than its carrying amount~~2025, noremaining ~~further~~relatively ~~assessment~~constant isas ~~performed.~~compared Ifto weapproximately ~~determine~~$73 ~~that~~thousand itfor ~~is more likely than not that~~ the ~~fair~~six ~~value~~months ofended ~~our~~June ~~reporting unit is less than its carrying amount~~30, ~~we calculate the fair value of that reporting unit and compare the fair value to the reporting unit’s net book value~~2024.

~~Determining~~Income ~~the~~Tax fair value of a reporting unit involves the use of significant estimates and assumptions. Our goodwill impairment test uses both the income approach and the market approach to estimate a reporting unit’s fair value. The income approach is based on the discounted cash flow method that uses the reporting unit estimates for forecasted future financial performance, including revenues, operating expenses, and taxes, as well as working capital and capital asset requirements. These estimates are developed as part of our long-term planning process based on assumed market segment growth rates and our assumed market segment share, estimated costs based on historical data and various internal estimates. Projected cash flows are then discounted to a present value employing a discount rate that properly accounts for the estimated market weighted-average cost of capital, as well as any risk unique to the subject cash flows. The market approach is based on weighting the financial multiples of comparable companies and applying a control premium. A reporting unit’s carrying value represents the assignment of various assets and liabilities, excluding certain corporate assets and liabilities, such as cash and debt.Provision

WeIncome ~~assess~~tax ~~the~~expense ~~impairment~~for ofthe ~~long-lived~~six ~~assets, including~~months ~~purchased~~ended ~~property and equipment~~June 30, ~~right-of-use~~2025 ~~assets,~~was ~~and~~approximately ~~intangible~~$76 ~~assets,~~thousand ~~whenever~~compared events or changes in circumstances indicate that the carrying value of such assets may not be recoverable. Factors we consider important which could trigger an impairment review include: (i) significant underperformance relative to ~~historical~~income ortax ~~projected~~expense ~~future operating results, (ii) significant changes in the manner~~ of ~~our~~approximately ~~use~~$3 ofthousand ~~the~~for ~~acquired assets or~~ the ~~strategy~~six ~~for~~months ~~our~~ended ~~overall~~June ~~business~~30, ~~or (iii) significant negative industry or economic~~ ~~trends~~2024. ~~The~~Income ~~process~~tax ofexpense ~~evaluating~~for the ~~potential~~six ~~impairment~~months ofended ~~long-lived~~June ~~assets~~30, ~~under~~2025 ~~the~~accounted ~~accounting~~for ~~guidance on property and equipment and intangible assets is also highly subjective and requires significant judgment~~23.3% ~~In order to estimate the fair value~~ of ~~long-lived~~income ~~assets, we~~before ~~typically~~income ~~make~~taxes ~~various assumptions about the future prospects~~ of ~~our~~approximately ~~business or the part of our business to which the long-lived assets~~$0.3 ~~relate~~million. WeIncome ~~also~~tax ~~consider~~expense ~~market~~for ~~factors specific to~~ the ~~business~~six ~~and~~months ~~estimate~~ended ~~future~~June ~~cash flows to be generated by the business~~30, ~~which requires~~2024 ~~significant~~accounted ~~judgment as it is based on assumptions about market demand~~ for ~~our~~0.2% ~~products over a number~~ of ~~future~~loss ~~years.~~before ~~Based on~~income ~~these~~taxes ~~assumptions and estimates, we determine whether we need to take an impairment charge to reduce the value~~ of ~~the~~approximately ~~long-lived assets stated on our consolidated balance sheets to reflect their estimated fair value~~$1. ~~Assumptions and estimates about future values and remaining~~5 ~~useful lives are complex and often subjective~~million. ~~They~~As ~~can be affected by a variety~~ of ~~factors~~June 30, ~~including~~2025 ~~external~~and ~~factors~~2024, ~~such as~~ the ~~real estate~~Company ~~market,~~recorded ~~industry~~an ~~and~~income ~~economic~~tax ~~trends,~~provision ~~and~~based ~~internal~~upon ~~factors,~~its ~~such~~current asestimate ~~changes~~of intaxable ~~our~~income forecasted ~~business~~for ~~strategy and our internal forecasts~~2025. ~~Although~~ weThe ~~believe~~Company ~~the~~recorded ~~assumptions~~a ~~and~~full ~~estimates~~valuation weallowance ~~have made~~ in ~~the past have been reasonable and appropriate~~2022, ~~changes~~the inCompany ~~assumptions and~~still ~~estimates~~maintains ~~could~~a ~~materially~~cumulative ~~impact our reported financial results~~loss.

~~Recent~~The ~~Accounting~~change ~~Pronouncements~~in the effective tax rate from the comparison of 2025 and 2024 as noted above primarily relates to the Company’s estimated earnings and a partial release of the valuation allowance from period to period. The Company recorded a full valuation allowance associated with its cumulative losses.

For a discussion of recently adopted accounting pronouncements, see Recently Issued Accounting Pronouncements in Note A.18 to our financial statements beginning on page 1 of this Quarterly Report on Form 10-Q.34

~~ITEM~~Net 3.Income ~~QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.~~(Loss)

~~Not~~Our ~~applicable~~net income for the six months ended June 30, 2025 was approximately $0. 3 million, compared to net loss of approximately $(1.5) million for the six months ended June 30, 2024. This change was primarily due to an increase in gross profit, partially offset by an increase in operating expenses, for the reasons described above.

35Liquidity and Capital Resources

~~ITEM~~As 4of June 30, 2025, we had cash and cash equivalents of approximately $13.1 ~~CONTROLS~~million and ~~AND~~investments ~~PROCEDURES~~of approximately $5.0 million. We have financed our operations primarily through cash generated from our initial public offering of common stock and warrants to purchase common stock in November 2021, our private placement of common stock and warrants to purchase common stock in December 2021, and operations.

~~Evaluation~~We believe that our current levels of ~~Disclosure~~cash ~~Controls~~will be sufficient to meet our anticipated cash needs for our operations and ~~Procedures~~cash payment obligations for both the 12 months ended June 30, 2026 and in the long-term beyond this period, including our anticipated costs associated with being a public reporting company. We may, however, in the future require additional cash resources due to changing business conditions, implementation of our strategy to expand our business, or other investments or acquisitions we may decide to pursue. If our own financial resources are insufficient to satisfy our capital requirements, we may seek to sell additional equity or debt securities or obtain additional credit facilities. The sale of additional equity securities could result in dilution to our stockholders. The incurrence of indebtedness would result in increased debt service obligations and could require us to agree to operating and financial covenants that would restrict our operations. Financing may not be available in amounts or on terms acceptable to us, if at all. Any failure by us to raise additional funds on terms favorable to us, or at all, could limit our ability to expand our business operations and could harm our overall business prospects.

~~Our~~Summary ~~management, with the participation~~ of ~~our Chief~~Cash Executive Officer and Chief Financial Officer, evaluated our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) prior to the filing of this Quarterly Report on Form 10-Q. Based on that evaluation, our Chief Executive Officer and Chief Financial Officer concluded that, as of the end of the period covered by this Quarterly Report on Form 10-Q, our disclosure controls and procedures were not effective due to the following material weaknesses in our internal control over financial reporting:Flows

●The ~~There~~following ~~was~~table aprovides ~~material~~detailed ~~weakness~~information about in our ~~internal~~net ~~controls~~cash ~~related~~flows tofor the ~~proper~~six ~~design~~months ~~and~~ended ~~implementation~~June ~~of control over formal review~~30, ~~approval,~~2025 and ~~evaluation~~2024 of(in ~~complex accounting transactions associated with business combinations~~thousands).

● We identified a material weakness in internal control related to the proper design and implementation of certain controls over management’s formal review process that includes multiple levels of review as well as timely review of accounts and reconciliations leading to material adjustments.

	Six Months Ended June 30,
	2025			2024
Net cash provided by operating activities	$	534		$	4,167
Net cash provided by investing activities		3,705			408
Net cash used in financing activities		(527	)		(760	)
Net increase in cash		3,712			3,815
Cash and cash equivalents - beginning		9,358			8,059
Cash and cash equivalents - ending	$	13,070		$	11,874

●Net Wecash ~~identified~~provided aby ~~material~~operating ~~weakness~~activities was inapproximately ~~internal~~$0.5 ~~control~~million ~~related~~for the six months ended June 30, 2025, as compared to net cash provided by operating activities of approximately $4.2 million for the ~~proper~~six ~~design~~months ended June 30, 2024. The change was primarily due to an increase in accounts receivable and ~~implementation~~inventory due ofto ~~certain~~growth ~~controls~~in ~~over~~sales, ~~income~~offset ~~tax~~by ~~provision~~higher earnings, an increase in accounts payable and ~~management’s~~accrued ~~review~~expenses, ofand ~~the~~our ~~income~~rewards ~~tax~~program ~~provision~~liability.

●Net Wecash ~~did~~provided ~~not~~by ~~design~~investing ~~and~~activities ~~maintain~~was approximately ~~effective~~$3.7 ~~controls~~million ~~over~~for ~~financial~~the ~~reporting~~six months ended June 30, 2025, as compared to net cash provided by investing activities of approximately $0.4 million for ~~accounts~~the ~~receivable~~six ~~and~~months ~~unearned~~ended ~~revenue~~June 30, ~~freight~~2024. ~~charges,~~The ~~and~~change ~~inventory~~was ~~and~~primarily ~~cost~~due ofto ~~sales~~proceeds ~~accounts~~from the sale of investments.

●Net Wecash ~~did~~used ~~not~~in ~~design~~financing ~~and~~activities ~~maintain~~was ~~effective~~approximately $0.5 ~~controls~~million ~~over~~for ~~financial~~the ~~reporting~~six ~~related~~months ended June 30, 2025, as compared to approximately $0.8 million for the ~~proper~~six ~~presentation~~months ended June 30, 2024. The decrease in net cash used in financing activities was primarily due to a decrease in installment payment liabilities of approximately $0.6 million, offset by common stock repurchased during the period of approximately $0.1 million and ~~disclosure~~the ~~for~~payment ~~related~~of ~~party~~contingent ~~transactions~~earn-out liabilities of approximately $0.1 million.

● We did not effectively select and develop certain information technology general controls related to access and change management controls that led to deficiencies in the design and operation of control activities.35

~~Changes in Internal Control Over Financial Reporting~~Debt

~~Following~~On November 22, 2021, we entered into the ~~identification~~Revolving Demand Line of Credit Loan Agreement, dated as of November 22, 2021 (the “Initial Loan Agreement”), between the Company and ~~communication~~Salem Five Cents Savings Bank, a Massachusetts savings bank (“Salem Five Cents”), for a revolving line of credit (the ~~material~~“Revolving ~~weaknesses~~Line ~~described~~of ~~above~~Credit”), ~~management~~consisting of ~~continued~~aggregate loans of up to ~~implement~~$7.0 million, evidenced by the ~~following~~Revolving ~~remediation~~Demand ~~actions~~Line ~~relating~~of toCredit ~~these~~Note, ~~material~~dated November 22, 2021, by the ~~weaknesses~~Company ~~during~~in favor of Salem Five Cents (the ~~three~~“Demand ~~months~~Note”). The ~~ended~~Revolving ~~March~~Line 31of Credit and the Demand Note were secured by a first priority security interest in all assets and property of the Company, ~~2025~~as provided in the Security Agreement, dated November 22, 2021, between Salem Five Cents and the Company (the “Security Agreement”), and as ~~follows:~~described below. Under a Commercial Loan Modification Agreement, dated as of February 12, 2024, between Salem Five Cents and the Company (the “Loan Modification Agreement”), certain terms of the Initial Loan Agreement were modified as of February 12, 2024, as described below (as amended, the “Loan Agreement” and together with the Security Agreement and the Demand Note, the “Loan Documents”).

●The Weamount available ~~continued~~under tothe ~~utilize~~Revolving Line of Credit was the ~~services~~lesser of ~~external~~$7.0 ~~consultants~~million or the sum of (x) eighty percent (80.0%) of the then-outstanding amount of Eligible Accounts (as defined below), plus (y) fifty percent (50.0%) of Eligible Inventory (as defined below); minus one hundred (100.0%) percent of the aggregate amount then drawn under the Revolving Line of Credit for ~~non~~the account of the Company. In addition, advances based upon Eligible Inventory were required to be capped at all times at $2.0 million. “Eligible Accounts” was defined as accounts that meet a number of requirements, including, unless otherwise approved by Salem Five Cents, being less than 90 days from the date of invoice not subject to any prior assignment, claim, lien, or security interest, not subject to set-~~routine~~off, credit, allowance or adjustment by the account debtor, arose in the ordinary course of the Company’s business, not an intercompany obligation, not subject to notice of bankruptcy or insolvency of the account debtor, not owed by an account debtor whose principal place of business was outside the United States, not a government account, not be evidenced by promissory notes, and/ not one of the accounts owed by an account debtor 25% or ~~technical~~more of ~~accounting~~whose ~~issues~~accounts were 90 or more days past invoice date; or otherwise not deemed acceptable by Salem Five Cents in accordance with its normal credit policies. “Eligible Inventory” was defined as ~~they~~all ~~arise~~finished goods, work in progress and raw materials and component parts of inventory owned by the Company. Eligible Inventory did not include any inventory held on consignment or not otherwise owned by the Company; any inventory which had been returned by a customer or was damaged or subject to any legal encumbrances other than a first priority security interest held by the Company; any inventory which was not in the possession of the Company; any inventory which was held by the Company on property leased by the Company unless Salem Five Cents had received a Landlord’s Waiver and Consent from the lessor of such property satisfactory to Salem Five Cents; any inventory which was not located within the United States; any inventory which Salem Five Cents reasonably deemed to be obsolete or non-marketable; and any inventory not subject to a first priority fully perfected lien held by Salem Five Cents.

●The WeRevolving Line ~~continued~~of Credit was subject to ~~expand~~interest ~~and~~at ~~improve~~the ~~our~~prime ~~review~~rate ~~process~~plus ~~for~~0.5% ~~complex~~per ~~accounting~~annum. ~~transactions~~The byCompany ~~enhancing~~was ~~access~~required to ~~accounting~~repay ~~literature,~~interest ~~engaging~~on ~~third-party~~the ~~professionals~~Revolving Line ~~with~~of ~~whom~~Credit toproceeds ~~consult~~on ~~regarding~~a ~~complex~~monthly ~~accounting~~basis. ~~applications~~The Revolving Line of Credit continued indefinitely, ~~and~~subject ~~hiring~~to ~~additional~~Salem ~~staff~~Five ~~with~~Cents’ demand rights and the ~~requisite~~Company’s ~~experience~~ongoing affirmative and ~~training~~other toobligations ~~supplement~~under ~~existing~~the ~~accounting~~Loan ~~professionals~~Documents, as summarized below.

●The ~~Management,~~Company could ~~with~~freely draw upon the ~~assistance~~Revolving Line of aCredit ~~third~~subject ~~party,~~to ~~continued~~Salem Five Cents’ right to ~~perform~~demand ancomplete ~~evaluation~~repayment of the ~~processes~~Revolving Line ~~and~~of ~~procedures~~Credit ~~around~~at ~~our~~any ~~processes,~~time. ~~internal~~Late ~~control~~payments ~~design~~were ~~gaps~~subject to a late payment charge of 5.0%. In the event of failure to repay the loan after Salem Five Cents made demand for full repayment, ~~and~~the ~~recommend~~interest ~~process~~rate ~~enhancements~~would increase by 10.0%. The Demand Note could be prepaid at any time without penalty. Salem Five Cents could assign the Demand Note without the Company’s consent.

●Under Wethe Security ~~continued~~Agreement toand ~~implement~~the ~~enhancements~~other ~~and~~Loan ~~process~~Documents, ~~improvements~~the Company granted Salem Five Cents a first priority security interest in all of its assets, including both assets owned as of the ~~design~~date of the Revolving Line of Credit and ~~implementation~~afterwards, as collateral for full repayment of the ~~reporting~~Revolving ~~systems~~Line ~~relating~~of Credit. Salem Five Cents had the right to file Uniform Commercial Code financing statements with any jurisdiction and with sufficient descriptions of the ~~January~~property ~~2025~~to ~~launch~~perfect its security interest in all of ~~our~~the ~~new~~Company’s ~~NetSuite~~current ~~enterprise~~and ~~resource~~future ~~planning~~assets. Upon ~~system~~default of the Revolving Line of Credit, Salem Five Cents could accelerate repayment of the Revolving Line of Credit, take possession of the Company’s assets, assign a receiver over the Company’s assets, and enforce other rights as to the Company’s assets as secured creditor. The Company was required to pay for all of Salem Five Cents’ reasonable legal fees and expenses incurred to enforce its rights under the Loan Documents.

~~The~~Under ~~material~~the Initial ~~weaknesses~~Loan ~~identified~~Agreement, ~~above~~the ~~will not~~Company bewas ~~considered~~required ~~fully~~to ~~remediated~~continue ~~until~~its ~~these~~current ~~additional~~business ~~controls~~of outsourced marketing solutions, and, ~~procedures~~without ~~have~~the prior ~~operated~~consent ~~effectively~~of ~~for~~Salem aFive ~~sufficient~~Cents, ~~period~~the ~~of time~~Company ~~and~~could ~~management~~not ~~has~~acquire ~~concluded,~~in ~~through~~whole ~~testing,~~or ~~that~~in ~~these~~part ~~controls~~any ~~are~~other ~~effective~~company or business or engage in any other business or open any other locations. ~~Our~~The ~~management~~Company ~~will~~was ~~monitor~~required to use the ~~effectiveness~~proceeds of the Revolving Line of Credit only in connection ~~our~~with ~~remediation~~the ~~plans~~general and ~~will~~ordinary ~~make~~operations ~~changes~~of ~~management~~its ~~determines~~business toand befor ~~appropriate~~the following purpose: general working capital for accounts receivable and inventory purchases.

There were no changes in our internal control over financial reporting during the three months ended March 31, 2025 that materially affected, or are reasonably likely to materially affect, our internal control over financial reporting, except as described above.36

~~Inherent~~The ~~Limitation~~Revolving Line onof Credit was also subject to ongoing affirmative obligations of the ~~Effectiveness~~Company, including: Making punctual repayment of ~~Internal~~the ~~Control~~Revolving Line of Credit amount; maintaining proper accounting books and records in accordance with the opinion of LMHS, P.C. or another Certified Public Accountant acceptable to Salem Five Cents; allowing Salem Five Cents to inspect its accounting books and records; furnishing audited, quarterly, monthly and other financial statements to Salem Five Cents; prior to the date of the Loan Modification Agreement, making payment of Salem Five Cents’ reasonable expenses for a field exam in 2022; and following the date of the Loan Modification Agreement, making payment of Lender’s reasonable expenses for a field exam in 2024; allowing Salem Five Cents to communicate with its accountants; maintaining its properties in good repair subject to ordinary wear and tear; obtaining replacement-cost insurance for its property with Salem Five Cents as Mortgagee/Loss Payee; causing management contracts for the Company’s properties to be subordinated to the rights of Salem Five Cents; and allowing no change of property management company without the prior written consent of Salem Five Cents.

~~The~~Prior ~~effectiveness~~to the ofdate ~~any system~~ of ~~internal~~the ~~control over~~Loan ~~financial~~Modification ~~reporting~~Agreement, ~~including~~the ~~ours,~~Revolving isLine ~~subject~~of toCredit ~~inherent~~was ~~limitations,~~further ~~including~~subject to the ~~exercise~~following offinancial ~~judgment in designing, implementing,~~requirements: ~~operating,~~(a) ~~and~~Debt ~~evaluating~~Service ~~the~~Coverage ~~controls~~Ratio: ~~and~~Cash ~~procedures,~~flow ~~and the inability~~ to ~~eliminate~~be ~~misconduct~~calculated ~~completely.~~on ~~Accordingly,~~an ~~any~~annual ~~system~~basis of ~~internal~~ ~~control~~at ~~over~~least ~~financial~~1.20 ~~reporting,~~times ~~including~~EBITDA ~~ours,~~less nocash ~~matter how well designed and operated~~taxes, ~~can only provide reasonable~~distributions, ~~not~~ ~~absolute~~dividends, ~~assurances.~~shareholder Inwithdrawals ~~addition,~~in ~~projections~~any ofform, ~~any~~and ~~evaluation~~unfinanced ofCAPEX ~~effectiveness~~divided toby ~~future~~all ~~periods~~scheduled ~~are~~principal ~~subject~~payments toon ~~the~~all ~~risk~~debt ~~that~~plus ~~controls~~cash ~~may~~interest ~~become~~payments ~~inadequate~~made ~~because~~on ofall ~~changes~~debt; inand ~~conditions,~~(b) orMinimum ~~that~~Net ~~the~~Worth ~~degree~~thresholds: ofThe ~~compliance~~Company ~~with~~was ~~our~~required ~~policies~~to ormeet ~~procedures~~the ~~may~~following ~~deteriorate.~~minimum Wenet ~~intend~~worth tothresholds: ~~continue~~$2,000,000 toat ~~monitor~~December ~~and~~31, ~~upgrade~~2021, ~~our~~$2,750,000 ~~internal~~at ~~controls~~December as31, ~~necessary~~2022, orand ~~appropriate~~$3,500,000 ~~for~~at ~~our~~December ~~business~~31, ~~but cannot assure that such improvements will be sufficient to provide us with effective internal control over financial reporting~~2023.

36Following the date of the Loan Modification Agreement, the Revolving Line of Credit was no longer subject to the Company’s compliance with the Debt Service Coverage Ratio and the Minimum Net Worth terms described above. Instead, the Company was required to meet the following financial requirements:

~~PART~~● IIThe Company was required to maintain a “Minimum Interest Coverage” of 1.25:1, tested for fiscal year ending December 31, 2024 only, and defined as follows: EBITDA (as defined below), divided by cash interest payments made on all debt. “EBITDA” was defined as the trailing year’s total of net income before total interest expense, tax expense, and depreciation and amortization expense. EBITDA was required to be adjusted for extraordinary and/or non-cash items as defined in accordance with generally accepted accounting principles in the United States (“GAAP”).

~~OTHER~~● ~~INFORMATION~~The Company was required to maintain a “Minimum Debt Service Coverage Ratio” of 1.20:1, tested annually beginning with the fiscal year ending December 31, 2025, defined as follows: EBITDA, less cash taxes, distributions, dividends, stockholder withdrawals in any form, and unfinanced capital expenditures (as defined below), divided by all scheduled principal payments on all debt, plus cash interest payments made on all debt, plus cash payments made on contingent earn-out liabilities. “Unfinanced capital expenditures” was defined as the current fiscal-year-end net fixed assets, plus current fiscal-year-end depreciation, less prior fiscal-year-end net fixed assets, less the long-term debt increase.

~~ITEM~~● The Company’s “Ratio of Debt to Tangible Net Worth” was required not to exceed 1.50:1, ~~LEGAL~~tested ~~PROCEEDINGS~~at financial year-end, defined as total liabilities divided by “tangible net worth,” defined as total assets, less total liabilities, less intangible assets and amounts due from stockholder/related parties.

~~From~~● ~~time~~The toCompany ~~time,~~was werequired ~~may~~to ~~become~~maintain ~~involved~~a in“Minimum ~~various lawsuits~~Liquidity” ~~and legal proceedings which arise in the ordinary course~~ of ~~business~~$7.5 ~~However,~~million ~~litigation~~at isall ~~subject to inherent uncertainties~~times, ~~and~~ andefined ~~adverse~~as ~~result~~cash inand ~~these~~short-term or other matters may arise from time to time that may harm our business. We are not currently aware of any such legal proceedings or claims that we believe will have a material adverse effect on our businessinvestments, ~~financial~~less ~~condition~~rewards orprogram ~~operating results~~liabilities.

~~ITEM~~The 1ACompany also could not incur any additional indebtedness, secured or unsecured, except in the ordinary course of business; make loans or advances to others or guarantee others’ obligations except for certain ordinary advances to employees or ordinary customer credit terms; make investments; acquire any business; make capital expenditures except in the ordinary course of business; sell any material assets except in the ordinary course of business; or grant any security interests or mortgages in its properties or assets. ~~RISK~~After ~~FACTORS~~the date of the Loan Modification Agreement, any future contingent earn-out obligations were required to be subordinated to the Loan Documents.

~~Not~~In ~~applicable~~connection with the Initial Loan Agreement, on November 22, 2021, the Company, Salem Five Cents and Harte Hanks Response Management/ Boston, Inc. (the “Warehouse Provider”), the lessor of certain warehouse facilities to the Company, executed a Warehouseman’s Waiver in favor of Salem Five Cents (the “Warehouseman’s Waiver”). Under the Warehouseman’s Waiver, the Warehouse Provider disclaimed any interest in the property of the Company stored on the premises (the “Collateral”), and agreed not to interfere with Salem Five Cents’ enforcement of its rights in the Collateral. The Warehouse Provider further agreed to provide notice to Salem Five Cents of any default by the Company of its obligations as to the Warehouse Provider, and to give Salem Five Cents at least 30 days to exercise its rights, which period could be extended by Salem Five Cents up to 60 days upon its payment of the per-diem rental amount. After that period, unless the default had been cured by Salem Five Cents, the Warehouse Provider could dispose of such Collateral as it deemed fit. Upon the receipt of written notice from Salem Five Cents and until such notice was rescinded, the Warehouse Provider was required to honor only instructions from Salem Five Cents with respect to the Collateral, including, any direction from Salem Five Cents to dispose of all or any portion of the Collateral at any time, without any further consent or instruction from Company.

~~ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS.~~37

~~Unregistered~~On ~~Sales~~August 23, 2024, Stran Loyalty Solutions entered into a factoring arrangement to provide accounts receivable financing to Stran Loyalty Solutions. In connection with the factoring arrangement, the Company provided a secured guarantee of ~~Equity~~Stran ~~Securities~~Loyalty Solutions’ obligations under the factoring arrangement. In discussions with Salem Five Cents prior to the establishment of the factoring arrangement, Salem Five Cents indicated that it would terminate the Revolving Line of Credit because of a policy which prohibited it from agreeing to subordination of its security interest in the Company’s assets. The factoring arrangement was terminated by the Company effective February 2025.

~~During~~Accordingly, on September 9, 2024, Salem Five Cents delivered a letter (the ~~three~~“Termination ~~months~~Letter”) ~~ended~~to ~~March~~the 31Company that stated that, ~~2025~~effective August 26, 2024 (the “Termination weDate”), ~~did~~Salem ~~not~~Five ~~sell~~Cents ~~any~~terminated ~~equity~~all ~~securities~~obligations under the Loan Agreement and the Demand Note. The Termination Letter further stated that ~~were~~the ~~not~~Loan ~~registered~~Agreement ~~under~~and the ~~Securities~~Demand ~~Act~~Note and ~~that~~the ~~were~~Loan ~~not~~Documents ~~previously~~shall ~~disclosed~~no ~~under~~longer ~~Item 3.02~~be considered in aforce ~~Current~~or ~~Report~~effect. The Company had no funds drawn on ~~Form~~the ~~8-K~~Revolving Line of Credit on the Termination Date.

~~Purchases~~The Revolving Line of ~~Equity~~Credit ~~Securities~~had been terminated in 2024.

NoAcquisition ~~repurchases~~ of ~~our~~Assets ~~common~~of ~~stock~~Gander ~~were made during the three months ended March 31, 2025.~~Group

~~ITEM~~On 3.August ~~DEFAULTS~~23, ~~UPON~~2024, ~~SENIOR~~Stran ~~SECURITIES~~Loyalty Solutions entered into a Secured Party Sale Agreement, dated as of August 23, 2024 (the “Sale Agreement”), between Stran Loyalty Solutions and Sallyport Commercial Finance, LLC, a Delaware limited liability company (“Secured Party”), pursuant to which Stran Loyalty Solutions agreed to purchase, on an as-is basis, all of the rights and interests of Gander Group, in and to the Gander Group Assets from Secured Party as a private sale pursuant to Article 9 of the Uniform Commercial Code (the “Gander Group Transaction”).

~~None~~Under the Sale Agreement, the aggregate consideration for the Gander Group Assets consisted of (a) cash payments by Stran Loyalty Solutions to Secured Party of approximately $1.1 million (the “Cash Purchase Price”), and (b) the assumption by Stran Loyalty Solutions of certain liabilities totaling approximately $5.5 million (the “Gander Group Assumed Liabilities”), subject to adjustment, at and following the Gander Group Transaction Closing (as defined below), including the payment at the Gander Group Transaction Closing of $150 thousand to Warson Capital Partners, LLC, an investment banking firm retained by Gander Group, for its fees and expenses with respect to the Gander Group Transaction, including the marketing for sale of the Gander Group Assets (the “Transaction Expense Payment”).

~~ITEM~~At 4the consummation of the transactions contemplated by the Sale Agreement (the “Gander Group Transaction Closing”), Stran Loyalty Solutions paid the Cash Purchase Price, including the payment of the Transaction Expense Payment, and assumed the Gander Group Assumed Liabilities. ~~MINE~~As ~~SAFETY~~a ~~DISCLOSURES~~result of the Gander Group Transaction Closing, the Company indirectly acquired substantially all of the asset of Gander Group, including all of the equity of Gander Group Louisiana, which became a wholly-owned subsidiary of Stran Loyalty Solutions.

~~Not~~In ~~applicable~~addition, Stran Loyalty Solutions entered into a Release Agreement, dated as of August 23, 2024, between Gander Group and Stran Loyalty Solutions (the “Release Agreement”). Under the Release Agreement, Gander Group granted a full and complete waiver and release of Stran Loyalty Solutions and its affiliates of any non-competition, non-solicitation, or similar restrictive covenants of any parties owed to Gander Group or any of its affiliates.

~~ITEM~~The 5.Sale ~~OTHER~~Agreement ~~INFORMATION~~and the Release Agreement included provisions for indemnification, reimbursement for returned items, handling of assets and liabilities during Gander Group’s wind-down, and certain other matters.

~~Deadlines for Stockholder Proposals and Nominations at Combined 2024 and 2025 Annual Meeting~~38

~~The~~Contractual Company’s combined 2024 and 2025 annual meeting of stockholders (the “Annual Meeting”) has been scheduled to be held on Friday, July 25, 2025, and that the record date for the determination of stockholders of the Company entitled to receive notice of and to vote at the Annual Meeting shall be the close of business on Tuesday, May 27, 2025. The time and location of the Annual Meeting will be as set forth in the Company’s definitive proxy statement for the Annual Meeting to be filed with the Securities and Exchange Commission.Obligations

~~Due~~Property to the fact that the date of the Annual Meeting has been changed by more than 30 days from the anniversary date of the 2023 annual meeting of stockholders, the Company is providing the deadlines for submission of any qualified stockholder proposal for inclusion in the Company’s proxy materials for the Annual Meeting, for proper presentation of proposals or director nominations at the Annual Meeting, and for solicitation of proxies in support of director nominees in compliance with the universal proxy rules.Leases

~~For~~On aJanuary ~~proposal~~10, to2025, bethe ~~included~~Company inentered ~~our proxy statement~~into ~~for~~a ~~the Annual Meeting in accordance with Rule 14a~~seven-8year ~~under~~lease ~~the~~agreement ~~Exchange~~for ~~Act,~~new ~~the~~office ~~proposal~~space ~~must~~in beNorth ~~received no later than Friday~~Quincy, ~~May 30, 2025~~Massachusetts. AThe ~~proposal~~Company’s ~~which~~existing islease ~~received~~agreement ~~after the applicable date or which otherwise fails to meet the requirements~~ for ~~stockholder proposals~~its ~~established~~office byspace ~~the~~expires ~~SEC~~May ~~will~~31, ~~not be included~~2025. The ~~submission~~new oflease aterm ~~stockholder~~commenced ~~proposal~~on ~~does~~June ~~not~~1, ~~guarantee~~2025 ~~that~~and itexpires ~~will~~on beMay ~~included~~31, in2032 ~~the proxy statement. The proposal must also comply~~ with ~~the~~an ~~other~~option ~~requirements~~to ~~for~~extend ~~stockholder proposals under Rule 14a-8 under~~ the ~~Exchange~~ ~~Act~~lease inan ~~order~~additional ~~for~~five ityears. toThe belease ~~required~~contains toan beinitial ~~included~~base inrent ~~our~~of ~~proxy~~approximately ~~statement~~$21 ~~for~~thousand ~~the~~per ~~Annual~~month ~~Meeting~~with 2.2% In- ~~addition~~2.5% annual escalations, ifplus ~~the~~a ~~requirements~~percentage of ~~Rule 14a-4(c)(2)~~taxes ~~under~~and ~~the~~operating ~~Exchange~~expenses ~~Act~~incurred ~~are~~by ~~not complied with,~~ the ~~Company~~lessor ~~may exercise discretionary voting authority under proxies it solicits to vote~~ in ~~accordance~~connection with ~~its~~the ~~best~~ownership ~~judgment~~and onmanagement of ~~any~~the ~~such proposal~~property.

37On November 26, 2024, the Company entered into a lease for a 6,500-square foot office space in Irvine, California. The lease commenced on January 1, 2025 and is for a term of 36 months from the commencement date. The lease included an escalation clause with annual increases of approximately 4% increase per year.

InThe ~~accordance~~following ~~with the Company’s Amended and Restated Bylaws (“Bylaws”), for any proposal or any director nomination that~~ is ~~not~~a ~~included~~schedule ~~in the Company’s proxy statement for the Annual Meeting to be brought~~ by ayears ~~stockholder before the Annual Meeting, notice~~ of ~~the proposal or nomination must be~~future ~~received~~minimum bylease ~~May~~payments ~~26,~~(in ~~2025.~~thousands):

On March 19, 2025, the Compensation Committee approved the grant of the following discretionary cash bonuses: $50,000 was granted to Andrew Shape, Chief Executive Officer and President; $25,000 was granted to David Browner, Chief Financial Officer; and $25,000 was granted to John Audibert, Vice President of Growth and Strategic Initiatives. The bonus compensation was in addition to any cash bonus or other compensation that each of the recipients may be entitled to or eligible for under his respective employment or consulting agreement with the Company.

Remainder of 2025	$	375
2026		702
2027		679
2028		335
2029		276
Thereafter		693
Total future non-cancelable minimum lease payments	$	3,060

~~None~~Lease ofcosts ~~our~~for ~~directors~~the orthree ~~“officers~~months ended June 30,” as2025 ~~defined~~and in2024 ~~Rule~~totaled ~~16a-1(f)~~approximately ~~under~~$0.2 ~~the~~million ~~Exchange~~and ~~Act~~$0.2 million, ~~adopted~~respectively. orLease ~~terminated~~costs afor ~~Rule~~the ~~10b5-1~~six ~~trading~~months ~~plan~~ended orJune ~~arrangement~~30, or2025 ~~a non-Rule 10b5-1~~and ~~trading~~2024 ~~plan~~totaled orapproximately ~~arrangement,~~$0.4 asmillion ~~defined~~and in$0.3 ~~Item~~million, ~~408(c)~~respectively. ofWe ~~Regulation~~anticipate ~~S-K,~~no ~~during~~deficiencies ~~the~~in ~~fiscal~~our ~~quarter~~ability ~~ended~~to ~~March~~make ~~31,~~these ~~2025~~payments.

~~ITEM~~Other 6.Cash ~~EXHIBITS.~~Obligations

Exhibit No.		Description
3.1		Articles of Incorporation of Stran & Company, Inc. (incorporated by reference to Exhibit 3.1 to the Registration Statement on Form S-1 filed on October 7, 2021)
3.2		Amended and Restated Bylaws of Stran & Company, Inc. (incorporated by reference to Exhibit 3.2 to the Amendment No.1 to Registration Statement on Form S-1 filed on October 22, 2021)
31.1*		Certifications of Principal Executive Officer filed pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
31.2*		Certifications of Principal Financial and Accounting Officer filed pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
32.1**		Certifications of Principal Executive Officer furnished pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
32.2**		Certifications of Principal Financial and Accounting Officer furnished pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
101.INS*		Inline XBRL Instance Document
101.SCH*		Inline XBRL Taxonomy Extension Schema Document
101.CAL*		Inline XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF*		Inline XBRL Taxonomy Extension Definition Linkbase Document
101.LAB*		Inline XBRL Taxonomy Extension Label 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)

The Company manages reward card programs for clients. Under these programs, the Company receives cash and simultaneously records a liability for the total amount received. These accounts are adjusted on a periodic basis as reward cards are funded or reduced at the direction of the customers. As of June 30, 2025 and December 31, 2024, the Company had net deposits totaling approximately $0.4 million and $0.4 million, respectively.

*Critical ~~Filed~~Accounting ~~herewith~~Estimates

**We ~~Furnished~~prepare ~~herewith~~our financial statements in accordance with U.S. GAAP. The preparation of financial statements requires us to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenue, costs and expenses, and related disclosures. We evaluate our estimates and assumptions on an ongoing basis. We base our estimates on historical experience and on various other assumptions that we believe to be reasonable under the circumstances. Actual results could differ significantly from the estimates made by our management. To the extent that there are differences between our estimates and actual results, our future financial statements presentation, financial condition, results of operations, and cash flows will be affected.

38We believe that the assumptions and estimates associated with the valuation of goodwill and intangible assets, have the greatest potential impact on our financial statements. Therefore, we consider these to be our critical accounting policies and estimates. For further information on all of our significant accounting policies, see the notes to our financial statements beginning on page 1 of this Quarterly Report on Form 10-Q.

~~SIGNATURES~~Valuation of Goodwill and Intangible Assets

~~Pursuant~~We toperform an annual impairment review of our goodwill during the ~~requirements~~fourth fiscal quarter of each year, and more frequently if we believe indicators of impairment exist. The process of evaluating the ~~Securities~~potential impairment of goodwill is highly subjective and requires significant judgment. To review for impairment, we ~~Exchange~~first ~~Act~~assess qualitative factors to determine whether events or circumstances lead to a determination that it is more likely than not that the fair value of ~~1934~~our reporting unit is less than its carrying amount. Our qualitative assessment of the recoverability of goodwill, whether performed annually or based on specific events or circumstances, considers various macroeconomic, industry-specific and company-specific factors. These factors include: (i) severe adverse industry or economic trends; (ii) significant company-specific actions; (iii) current, historical or projected deterioration of our financial performance; or (iv) a sustained decrease in our market capitalization below our net book value. After assessing the ~~registrant~~totality ~~has~~of ~~duly~~events ~~caused~~and ~~this~~circumstances, ~~report~~if we determine that it is more likely than not that the fair value of our reporting unit to bewhich ~~signed~~goodwill onis assigned is greater than its ~~behalf~~carrying byamount, no further assessment is performed. If we determine that it is more likely than not that the ~~undersigned~~fair ~~thereunto~~value ~~duly~~of ~~authorized~~our reporting unit is less than its carrying amount, we calculate the fair value of that reporting unit and compare the fair value to the reporting unit’s net book value.

Date: May 15, 2025	STRAN & COMPANY, INC.
	/s/ Andrew Shape
	Name:	Andrew Shape
	Title:	Chief Executive Officer and President
	(Principal Executive Officer)
	/s/ David Browner
	Name:	David Browner
	Title:	Chief Financial Officer
	(Principal Accounting and Financial Officer)

39Determining the fair value of a reporting unit involves the use of significant estimates and assumptions. Our goodwill impairment test uses both the income approach and the market approach to estimate a reporting unit’s fair value. The income approach is based on the discounted cash flow method that uses the reporting unit estimates for forecasted future financial performance, including revenues, operating expenses, and taxes, as well as working capital and capital asset requirements. These estimates are developed as part of our long-term planning process based on assumed market segment growth rates and our assumed market segment share, estimated costs based on historical data and various internal estimates. Projected cash flows are then discounted to a present value employing a discount rate that properly accounts for the estimated market weighted-average cost of capital, as well as any risk unique to the subject cash flows. The market approach is based on weighting the financial multiples of comparable companies and applying a control premium. A reporting unit’s carrying value represents the assignment of various assets and liabilities, excluding certain corporate assets and liabilities, such as cash and debt.

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We assess the impairment of long-lived assets, including purchased property and equipment, right-of-use assets, and intangible assets, whenever events or changes in circumstances indicate that the carrying value of such assets may not be recoverable. Factors we consider important which could trigger an impairment review include: (i) significant underperformance relative to historical or projected future operating results, (ii) significant changes in the manner of our use of the acquired assets or the strategy for our overall business, or (iii) significant negative industry or economic trends. The process of evaluating the potential impairment of long-lived assets under the accounting guidance on property and equipment and intangible assets is also highly subjective and requires significant judgment. In order to estimate the fair value of long-lived assets, we typically make various assumptions about the future prospects of our business or the part of our business to which the long-lived assets relate. We also consider market factors specific to the business and estimate future cash flows to be generated by the business, which requires significant judgment as it is based on assumptions about market demand for our products over a number of future years. Based on these assumptions and estimates, we determine whether we need to take an impairment charge to reduce the value of the long-lived assets stated on our consolidated balance sheets to reflect their estimated fair value. Assumptions and estimates about future values and remaining useful lives are complex and often subjective. They can be affected by a variety of factors, including external factors, such as the real estate market, industry and economic trends, and internal factors, such as changes in our business strategy and our internal forecasts. Although we believe the assumptions and estimates we have made in the past have been reasonable and appropriate, changes in assumptions and estimates could materially impact our reported financial results.

Recent Accounting Pronouncements

For a discussion of recently adopted accounting pronouncements, see Recently Issued Accounting Pronouncements in Note A.19 to our unaudited condensed consolidated financial statements beginning on page 1 of this Quarterly Report on Form 10-Q.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.

Not applicable.

ITEM 4. CONTROLS AND PROCEDURES

Evaluation of Disclosure Controls and Procedures

Our management, with the participation of our Chief Executive Officer and Chief Financial Officer, evaluated our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) prior to the filing of this Quarterly Report on Form 10-Q. Based on that evaluation, our Chief Executive Officer and Chief Financial Officer concluded that, as of the end of the period covered by this Quarterly Report on Form 10-Q, our disclosure controls and procedures were not effective due to the following material weaknesses in our internal control over financial reporting:

●

There was a material weakness in our 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.

	●	We identified a material weakness in internal control related to the proper design and implementation of certain controls over management’s formal review process that includes multiple levels of review as well as timely review of accounts and reconciliations leading to material adjustments.

	●	We identified a material weakness in internal control related to the proper design and implementation of certain controls over income tax provision and management’s review of the income tax provision.

	●	We did not design and maintain effective controls over financial reporting for accounts receivable and unearned revenue, freight charges, and inventory and cost of sales accounts.

	●	We did not design and maintain effective controls over financial reporting related to the proper presentation and disclosure for related party transactions.

●

We did not effectively select and develop certain information technology general controls related to access and change management controls that led to deficiencies in the design and operation of control activities.

Changes in Internal Control Over Financial Reporting

Following the identification and communication of the material weaknesses described above, management continued to implement the following remediation actions relating to these material weaknesses during the three months ended June 30, 2025 as follows:

●

We continued to utilize the services of external consultants for non-routine and/or technical accounting issues as they arise.

●

We continued to expand and improve our review process for complex accounting transactions by enhancing access to accounting literature, engaging third-party professionals with whom to consult regarding complex accounting applications, and hiring additional staff with the requisite experience and training to supplement existing accounting professionals.

●

Management, with the assistance of a third party, continued to perform an evaluation of the processes and procedures around our processes, internal control design gaps, and recommend process enhancements.

●

We continued to implement enhancements and process improvements, including the design and implementation of reporting systems relating to the January 2025 launch of our new NetSuite enterprise resource planning system.

The material weaknesses identified above will not be considered fully remediated until these additional controls and procedures have operated effectively for a sufficient period of time and management has concluded, through testing, that these controls are effective. Our management will monitor the effectiveness of our remediation plans and will make changes management determines to be appropriate.

There were no changes in our internal control over financial reporting during the three months ended June 30, 2025 that materially affected, or are reasonably likely to materially affect, our internal control over financial reporting, except as described above.

Inherent Limitation on the Effectiveness of Internal Control

The effectiveness of any system of internal control over financial reporting, including ours, is subject to inherent limitations, including the exercise of judgment in designing, implementing, operating, and evaluating the controls and procedures, and the inability to eliminate misconduct completely. Accordingly, any system of internal control over financial reporting, including ours, no matter how well designed and operated, can only provide reasonable, not absolute assurances. In addition, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with our policies or procedures may deteriorate. We intend to continue to monitor and upgrade our internal controls as necessary or appropriate for our business but cannot assure that such improvements will be sufficient to provide us with effective internal control over financial reporting.

PART II

OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS.

From time to time, we may become involved in various lawsuits and legal proceedings which arise in the ordinary course of business. However, litigation is subject to inherent uncertainties, and an adverse result in these or other matters may arise from time to time that may harm our business. We are not currently aware of any such legal proceedings or claims that we believe will have a material adverse effect on our business, financial condition or operating results.

ITEM 1A. RISK FACTORS.

There are no material changes from the risk factors previously disclosed in Item 1A, “Risk Factors” of our Annual Report on Form 10-K for the year ending December 31, 2024.

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS.

Unregistered Sales of Equity Securities

During the period covered by this report, we did not sell any equity securities that were not registered under the Securities Act and that were not previously disclosed under Item 3.02 in a Current Report on Form 8-K.

Purchases of Equity Securities

The following table provides information about our repurchases of common stock during the period April 1, 2025 to June 30, 2025.

Period	Total Number of Shares Purchased		Average Price Paid Per Share		Total Number of Shares Purchased as Part of Publicly Announced Plan or Program		Maximum Approximate Dollar Value of Shares that May Yet be Purchased Under the Plan or Program
April 1, 2025 - April 30, 2025		—	$	—		—	$	6,617,594
May 1, 2025 - May 31, 2025		30,949	$	1.21		1,846,115	$	6,575,864
June 1, 2025 - June 30, 2025		79,344	$	1.37		1,925,459	$	6,471,760

On February 21, 2022, the Company’s board of directors authorized a stock repurchase program under which the Company may repurchase up to $10 million of its outstanding shares of common stock in the open market, in accordance with all applicable securities laws and regulations, including Rule 10b-18 promulgated under the Exchange Act (“Rule 10b-18”). On May 20, 2022, the Company adopted broker repurchase instructions pursuant to Rule 10b-18, which terminated on May 20, 2023. On June 2, 2023, the Company adopted broker repurchase instructions pursuant to Rule 10b-18, which terminated on June 2, 2024. On May 15, 2025, the Company adopted broker repurchase instructions pursuant to Rule 10b-18, which will terminate on May 15, 2026. On June 30, 2025, the Company adopted broker repurchase instructions pursuant to Rule 10b-18 and Rule 10b5-1 promulgated pursuant to the Exchange Act (“Rule 10b5-1”). Each of the above broker repurchase instructions was adopted in accordance with the restrictions that would apply to the Company if it were subject to the Stran & Company, Inc. Second Amended and Restated Insider Trading Policy (the “Insider Trading Policy”), which generally permits insider purchases of the Company’s stock during the period beginning on the second business day following the day of public release of the Company’s quarterly or annual earnings and ending on the last day of the then-current quarter; repurchases pursuant to a plan that meets the requirements of Rule 10b5-1; or that meet certain other requirements. A copy of the Insider Trading Policy was filed by the Company with the SEC on April 14, 2025 as Exhibit 19.1 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2024.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES.

None.

ITEM 4. MINE SAFETY DISCLOSURES.

Not applicable.

ITEM 5. OTHER INFORMATION.

We have no information to disclose that was required to be disclosed in a Current Report on Form 8-K during the three months ended June 30, 2025 but was not reported. There have been no material changes to the procedures by which security holders may recommend nominees to our board of directors where those changes were implemented after the Company last provided disclosure of such procedures.

None of our directors or “officers,” as defined in Rule 16a-1(f) under the Exchange Act, adopted or terminated a Rule 10b5-1 trading plan or arrangement or a non-Rule 10b5-1 trading plan or arrangement, as defined in Item 408(c) of Regulation S-K, during the fiscal quarter ended June 30, 2025.

ITEM 6. EXHIBITS.

Exhibit No.		Description
3.1		Articles of Incorporation of Stran & Company, Inc. (incorporated by reference to Exhibit 3.1 to the Registration Statement on Form S-1 filed on October 7, 2021)
3.2		Amended and Restated Bylaws of Stran & Company, Inc. (incorporated by reference to Exhibit 3.2 to the Amendment No.1 to Registration Statement on Form S-1 filed on October 22, 2021)
10.1*		Director Separation and Indemnification Agreement, dated as of June 16, 2025, between Stran & Company, Inc. and Ashley L. Marshall
10.2*		Director Separation and Indemnification Agreement, dated as of June 16, 2025, between Stran & Company, Inc. and Alejandro Tani
10.3*		Director Separation and Indemnification Agreement, dated as of June 17, 2025, between Stran & Company, Inc. and Travis McCourt
31.1*		Certifications of Principal Executive Officer filed pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
31.2*		Certifications of Principal Financial and Accounting Officer filed pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
32.1**		Certifications of Principal Executive Officer furnished pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
32.2**		Certifications of Principal Financial and Accounting Officer furnished pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
101.INS*		Inline XBRL Instance Document
101.SCH*		Inline XBRL Taxonomy Extension Schema Document
101.CAL*		Inline XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF*		Inline XBRL Taxonomy Extension Definition Linkbase Document
101.LAB*		Inline XBRL Taxonomy Extension Label 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)

*	Filed herewith

**	Furnished herewith

SIGNATURES

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

Date: August 12, 2025	STRAN & COMPANY, INC.

	/s/ Andrew Shape
	Name:	Andrew Shape
	Title:	Chief Executive Officer and President
	(Principal Executive Officer)

	/s/ David Browner
	Name:	David Browner
	Title:	Chief Financial Officer
	(Principal Accounting and Financial Officer)

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Filing Compare · Stran & Company, Inc.