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: September 30, 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.)

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)

(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 November 11, 2025, there were a total of 18,288,158 shares of the registrant’s common stock outstanding.

STRAN & COMPANY, INC.

Quarterly Report on Form 10-Q

Period Ended September 30, 2025

TABLE OF CONTENTS

		Page
	PART I
FINANCIAL INFORMATION

Item 1.	Financial Statements	1
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	28
Item 3.	Quantitative and Qualitative Disclosure About Market Risk	45
Item 4.	Controls and Procedures	46

	PART II
OTHER INFORMATION

Item 1.	Legal Proceedings	47
Item 1A.	Risk Factors	47
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	47
Item 3.	Defaults Upon Senior Securities	48
Item 4.	Mine Safety Disclosures	48
Item 5.	Other Information	48
Item 6.	Exhibits	49

PART I

FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS.

STRAN & COMPANY, INC.

UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

		Page

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

STRAN & COMPANY, INC.

CONDENSED CONSOLIDATED BALANCE SHEETS

(in thousands, except share and per share amounts)

	September 30, 2025			December 31, 2024
	(Unaudited)
ASSETS
CURRENT ASSETS:
Cash and cash equivalents	$	6,697		$	9,358
Investments		5,058			8,856
Accounts receivable, net		16,626			18,092
Accounts receivable - related parties, net		402			573
Inventory		7,740			5,389
Prepaid corporate taxes		63			28
Prepaid expenses		2,163			2,308
Deposits		580			423
Other current assets		2			455
Total current assets		39,331			45,482

Property and equipment, net		1,952			1,701

OTHER ASSETS:
Intangible assets - customer lists, net		3,812			4,170
Intangible assets - trade name		654			654
Goodwill		2,321			2,321
Other assets		—			23
Right of use assets		2,192			797
Total other assets		8,979			7,965
Total assets	$	50,262		$	55,148

LIABILITIES AND STOCKHOLDERS’ EQUITY
CURRENT LIABILITIES:
Accounts payable and accrued expenses	$	7,462		$	8,919
Accrued payroll and related		1,605			1,513
Unearned revenue		4,159			4,423
Rewards program liability		2,951			6,000
Sales tax payable		251			353
Current portion of contingent earn-out liabilities		105			256
Current portion of installment payment liabilities		170			365
Current portion of lease liabilities		615			366
Total current liabilities		17,318			22,195

LONG-TERM LIABILITIES:
Long-term contingent earn-out liabilities		455			455
Long-term installment payment liabilities		400			425
Long-term lease liabilities		1,861			432
Other liabilities		32			—
Total long-term liabilities		2,748			1,312
Total liabilities		20,066			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 September 30, 2025 and December 31, 2024, respectively		—			—
Common stock, $0.0001 par value; 300,000,000 shares authorized, 18,288,158 and 18,598,574 shares issued and outstanding as of September 30, 2025 and December 31, 2024, respectively		2			2
Additional paid-in capital		37,902			38,391
Accumulated deficit		(7,732	)		(6,742	)
Accumulated other comprehensive income (loss)		24			(10	)
Total stockholders’ equity		30,196			31,641
Total liabilities and stockholders’ equity	$	50,262		$	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 NINE MONTHS ENDED SEPTEMBER 30, 2025 AND 2024

(in thousands, except share and per share amounts)

(unaudited)

	For the Three Months Ended September 30,						For the Nine Months Ended September 30,
	2025			2024			2025			2024
SALES
Sales	$	25,981		$	19,730		$	87,252		$	55,204
Sales – related parties		—			414			—			460
Total sales		25,981			20,144			87,252			55,664

COST OF SALES:
Cost of sales		18,909			13,873			61,829			38,278
Cost of sales - related parties		—			319			—			354
Total cost of sales		18,909			14,192			61,829			38,632

GROSS PROFIT		7,072			5,952			25,423			17,032

OPERATING EXPENSES:
General and administrative expenses		8,854			8,136			27,345			20,993
Total operating expenses		8,854			8,136			27,345			20,993

LOSS FROM OPERATIONS		(1,782	)		(2,184	)		(1,922	)		(3,961	)

OTHER INCOME:
Other income (expense)		304			(22	)		584			(6	)
Interest income		87			64			206			239
Realized gain on investments		79			103			146			176
Total other income		470			145			936			409

LOSS BEFORE INCOME TAXES		(1,312	)		(2,039	)		(986	)		(3,552	)

(Benefit from) provision for income taxes		(72	)		(1	)		4			2

NET LOSS	$	(1,240	)	$	(2,038	)	$	(990	)	$	(3,554	)

NET LOSS PER COMMON SHARE
Basic and diluted	$	(0.07	)	$	(0.11	)	$	(0.05	)	$	(0.19	)

WEIGHTED-AVERAGE COMMON SHARES OUTSTANDING
Basic and diluted		18,384,904			18,589,086			18,526,004			18,584,359

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 NINE MONTHS ENDED SEPTEMBER 30, 2025 AND 2024

(in thousands)

(unaudited)

	For the Three Months Ended September 30,						For the Nine Months Ended September 30,
	2025			2024			2025			2024
Net loss	$	(1,240	)	$	(2,038	)	$	(990	)	$	(3,554	)

Other comprehensive income (loss):
Unrealized gain (loss) on investment, net of tax		(14	)		53			34			34
Total other comprehensive income (loss)		(14	)		53			34			34

Comprehensive loss	$	(1,254	)	$	(1,985	)	$	(956	)	$	(3,520	)

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 NINE MONTHS ENDED SEPTEMBER 30, 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
Stock-based compensation		—		—		—			—		25			—			—			25
Issuance of restricted stock awards		—		—		8,904			—		—			—			—			—
Other comprehensive income		—		—		—			—		—			(14	)		—			(14	)
Repurchase and retirement of ordinary shares		—		—		(267,207	)		—		(408	)		—			—			(408	)
Net loss		—		—		—			—		—			—			(1,240	)		(1,240	)
Balance, September 30, 2025		—	$	—		18,288,158		$	2	$	37,902			24		$	(7,732	)	$	30,196

									Additional		Accumulated Other
	Preferred Stock				Common Stock				Paid-in		Comprehensive			Accumulated			Stockholders’
	Shares		Value		Shares		Value		Capital		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 loss		—		—		—		—		—		(67	)		—			(67	)
Net loss		—		—		—		—		—		—			(491	)		(491	)
Balance, March 31, 2024		—	$	—		18,589,086	$	2	$	38,413	$	(80	)	$	(3,093	)	$	35,242
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
Stock-based compensation		—		—		—		—		3		—			—			3
Other comprehensive income		—		—		—		—		—		53			—			53
Net loss		—		—		—		—		—		—			(2,038	)		(2,038	)
Balance, September 30, 2024		—	$	—		18,589,086	$	2	$	38,436	$	21		$	(6,156	)	$	32,303

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

STRAN & COMPANY, INC.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

NINE MONTHS ENDED SEPTEMBER 30, 2025 AND 2024

(in thousands)

(unaudited)

	2025			2024
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss	$	(990	)	$	(3,554	)
Adjustments to reconcile net loss to net cash (used in) provided by operating activities:
Depreciation and amortization		808			574
Noncash operating lease expense		682			406
Provision for credit losses		536			100
Noncash interest accretion		35			84
Stock-based compensation		65			173

Changes in operating assets and liabilities:
Accounts receivable, net		931			4,092
Accounts receivable – related parties, net		172			(239	)
Inventory		(2,352	)		954
Prepaid corporate taxes		(34	)		28
Prepaid expenses		146			574
Deposits		(157	)		1,139
Other assets		507			(63	)
Accounts payable and accrued expenses		(1,460	)		(2,888	)
Accrued payroll and related		92			(1,267	)
Unearned revenue		(264	)		(262	)
Rewards program liability		(3,049	)		2,125
Sales tax payable		(103	)		(158	)
Operating lease liabilities		(399	)		(391	)
Net cash (used in) provided by operating activities		(4,834	)		1,427

CASH FLOWS FROM INVESTING ACTIVITIES:
Business acquisitions, net of cash acquired		—			(1,469	)
Additions to property and equipment		(700	)		(508	)
Proceeds from sale of investments		9,043			9,161
Purchase of investments		(5,210	)		(5,668	)
Net cash provided by investing activities		3,133			1,516

CASH FLOWS FROM FINANCING ACTIVITIES:
Payment of contingent earn-out liabilities		(151	)		(68	)
Payment of installment payment liabilities		(255	)		(798	)
Payment of notes payable		—			(100	)
Payment for stock repurchase		(554	)		—
Net cash used in financing activities		(960	)		(966	)

NET CHANGE IN CASH AND CASH EQUIVALENTS		(2,661	)		1,977

CASH AND CASH EQUIVALENTS - BEGINNING		9,358			8,059
CASH AND CASH EQUIVALENTS - ENDING	$	6,697		$	10,036

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

STRAN & COMPANY, INC.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

NINE MONTHS ENDED SEPTEMBER 30, 2025 AND 2024

(CONTINUED)

(in thousands)

(unaudited)

SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION

	2025		2024
Cash paid during the period for:
Interest	$	24	$	83
Income taxes	$	67	$	2

Noncash investing and financing activities:
Right of use assets obtained in exchange for lease liabilities	$	2,077	$	—
Assets acquired in Gander Group business acquisition	$	—	$	8,314
Liabilities assumed in Gander Group business acquisition	$	—	$	6,845

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)

ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES:

Organization - Stran & Company, Inc. 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.

Unless otherwise stated in this Quarterly Report on Form 10-Q, references to “we”, “our”, or the “Company” refer to Stran & Company, Inc. The Company is headquartered in Quincy, Massachusetts.

Operations - The Company is an outsourced marketing solutions provider that sells branded products to customers. The Company purchases products and branding through various third-party manufacturers and decorators and resells the finished goods to customers.

In addition to selling branded products, the Company offers 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.

Method of Accounting - The Company’s unaudited condensed consolidated financial statements are prepared using the accrual basis of accounting in accordance with accounting principles generally accepted in the United States of America. (“U.S. GAAP”).

Basis of Presentation - The accompanying unaudited condensed consolidated financial statements as of and for the three and nine months ended September 30, 2025, include the accounts of the Company and have been prepared by the Company, without audit, pursuant to the rules and regulations of the Securities and Exchange Commission. These unaudited condensed consolidated financial statements should be read in conjunction with the audited financial statements and the notes thereto included in our Annual Report on Form 10-K filed with the Securities and Exchange Commission on April 14, 2025.

Certain 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. In our opinion, all adjustments (consisting solely of normal recurring adjustments) necessary to state fairly the information in the following unaudited condensed consolidated financial statements of the Company have been included. The results of operations for interim periods are not necessarily indicative of the results for the full year.

Principles of Consolidation - The Company’s unaudited condensed consolidated financial statements include the accounts of its wholly owned subsidiaries. All intercompany balances and transactions have been eliminated in consolidation.

STRAN & COMPANY, INC.

NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(in thousands, except share and per share amounts)

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.

Fair Value Measurements and Fair Value of Financial Instruments - The Company follows the guidance in ASC 820 for its financial assets and liabilities that are re-measured and reported at fair value at each reporting period.

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:

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

Concentration of Credit Risk - Financial instruments that potentially subject the Company to concentrations of credit risk consist primarily of accounts receivable and deposits in excess of federally insured limits. These risks are managed by performing ongoing credit evaluations of customers’ financial condition and by maintaining all deposits in high quality financial institutions.

As of September 30, 2025 and December 31, 2024, the Company maintained deposits in four banks that exceeded the federal insured deposit limit of the Federal Deposit Insurance Corporation (“FDIC”).

For the three and nine months ended September 30, 2025, the Company had no major customers to which sales accounted for more than 10% of the Company’s revenues. The Company had accounts receivable from one customer amounting to 15% of the total accounts receivable balance as of September 30, 2025.

For the three and nine months ended September 30, 2024, the Company had one major customer to which sales accounted for more than 10% of the Company’s revenues. The Company had accounts receivable from this customer amounting to 0.8% of the total accounts receivable balance.

STRAN & COMPANY, INC.

NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(in thousands, except share and per share amounts)

Revenue Recognition - 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:

identify the contract(s) with a customer;

ii.

identify the performance obligations in the contract;

iii.

determine the transaction price;

iv.

allocate the transaction price to the performance obligations within the contract; and

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

The Company’s 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, 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.

The transaction price for the majority of the Company’s sales can be clearly identified in a significant majority of the contracts due to an observable selling price. The transaction price is then allocated to the performance obligation(s), i.e. promotional product. The agreements include clearly identified prices.

The Company recognizes revenue when or as performance obligations are satisfied by transferring control of a promised good or service to a customer. Stran evaluates transfer of control primarily from the customer’s perspective. Considering the transaction from the customer’s perspective reduces the risk that revenue is recognized for activities that do not transfer control of a good or service to the customer. Management determines, at contract inception, whether control of a good or service transfers to a customer over time or at a point in time. The assessment of whether control transfers over time or at a point in time is critical to the timing of revenue recognition. Payments from customers received in advance of the performance obligation being met are recognized as liabilities until performance occurs. In general, receivables from customer are primarily due within 30 days of the invoice date.

STRAN & COMPANY, INC.

NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(in thousands, except share and per share amounts)

10.

Accounts Receivable and Allowance for Credit Losses - Accounts receivable at September 30, 2025 and December 31, 2024, includes allowance for credit losses of $1,162 and $791 (inclusive of $427 and $327 for related party receivables), respectively. Accounts receivable at December 31, 2023 was $17,076 (inclusive of $853 for related party receivables).

	September 30, 2025			December 31, 2024
Trade accounts receivable	$	17,361		$	18,556
Less: allowance for credit losses on accounts receivable		(735	)		(464	)
Total accounts receivable, net	$	16,626		$	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	$	17,028		$	18,665

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 the unaudited condensed consolidated financial statements included in this report for more information.

11.

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.

To determine whether goodwill is impaired, annually 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 judgment. 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.

STRAN & COMPANY, INC.

NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(in thousands, except share and per share amounts)

12.

Uncertainty in Income and Other Taxes - The Company adopted the standards for Accounting for Uncertainty in Income Taxes, which required the Company to report any uncertain tax positions and to adjust its financial statements for the impact thereof. As of September 30, 2025 and December 31, 2024, the Company determined it had uncertain tax positions of $0 and $3,141, respectively. During the quarter ended September 30, 2025, the Company reversed its previously recorded uncertain tax positions considering the filing of its tax return for the year ended December 31, 2024. This reversal did not affect the income tax provision or tax balances recognized on the unaudited condensed consolidated balance sheet as there were only offsetting changes in individual temporary differences.

13.

Income Taxes - Income taxes are provided for the tax effects of transactions reported in the financial statements and consist of taxes currently due plus deferred taxes. Deferred taxes are provided for differences between the basis of assets and liabilities for financial statements and income tax purposes offset by a valuation allowance.

The Company recorded an income tax benefit of approximately $72 and $1 in the unaudited condensed consolidated statement of operations for the three months ended September 30, 2025 and 2024, respectively. The Company recorded an income tax expense of approximately $4 and $2 in the unaudited condensed consolidated statement of operations for the nine months ended September 30, 2025 and 2024, respectively.

As of year-end 2024, the Company had federal and state net operating losses (“NOL”) of approximately $4.0 million and $4.8 million, respectively. The federal NOLs generated will carryforward indefinitely. Generally, state NOLs will begin to expire March 31, 2028. In accordance with Section 382 of the U.S. Internal Revenue Code, the usage of the Company’s NOL carryforwards may be subject to annual limitations to 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.

The Company’s effective tax rate for the three months ended September 30, 2025 and 2024 was (5.5%) and (0.1%), respectively. The Company’s effective tax rate for the nine months ended September 30, 2025 and 2024 was 0.4% and 0.1% 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 earnings and a partial release of the valuation allowance from period to period. The Company has recognized a full valuation allowance on its gross deferred tax assets less its deferred tax liabilities.

On July 4, 2025, the One Big Beautiful Bill Act (“OBBBA”) was enacted in the United States. The OBBBA includes several significant tax provisions, such as the permanent extension of certain expiring provisions of the Tax Cuts and Jobs Act, modifications to the international tax framework and the restoration of certain business provisions. The legislation has multiple effective dates, with certain provisions effective in 2025 and others implemented through 2027. The Company does not expect the enactment of OBBBA to have a material impact on its consolidated financial statements.

14.

Stock-Based Compensation - The Company accounts for its stock-based awards in accordance with ASC 718, 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.

15.

Stock Option and Warrant Valuation - 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.

STRAN & COMPANY, INC.

NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(in thousands, except share and per share amounts)

16.

Advertising - The Company follows the policy of charging the costs of advertising to expense as incurred. For the three months ended September 30, 2025 and 2024, advertising costs amounted to $80 and $148, respectively. For the nine months ended September 30, 2025 and 2024, advertising costs amounted to $324 and $342, respectively.

17.

Segments - In its operation of the business, management, including our chief operating decision maker (“CODM”), who is also our Chief Executive Officer, reviews certain financial information, including segmented internal profit and loss statements prepared on a basis not consistent with U.S. GAAP.

For each of its segments, the CODM uses segment revenue, gross margin and segment operating income in the annual budgeting and forecasting process. 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 the periods presented, we reported our financial performance based on the following segments: Stran & Company, Inc. and Stran Loyalty Solutions, LLC.

18.

Reclassification - Certain prior period statement of cash flow amounts have been reclassified to conform to the Company’s current period presentation. These reclassifications have no impact on the Company’s previously reported cash flows.

19.

Recent Accounting Pronouncements

Recent Accounting Pronouncements - Adopted:

ASU 2024-01 – Compensation – Stock Compensation (Topic 718)

In March 2024, the Financial Accounting Standards Board (“FASB”) issued Accounting Standard Update (“ASU”) 2024-01, which clarifies the accounting for profits interest awards. This update provides guidance on determining 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.

The guidance is effective for fiscal years and interim periods beginning after December 15, 2024, with early adoption permitted. The Company adopted the standard on January 1, 2025. Its adoption did not have a material impact on the Company’s unaudited condensed consolidated financial statements.

Recent Accounting Pronouncements - Not Yet Adopted:

ASU 2023-09 – Income Taxes (Topic 740)

In December 2023, the FASB issued ASU 2023-09, 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. The guidance is effective for fiscal years beginning after December 15, 2024, and interim periods within fiscal years beginning after December 15, 2025, with early adoption permitted. The Company is currently evaluating the impact of adoption of this ASU on its disclosures.

STRAN & COMPANY, INC.

NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(in thousands, except share and per share amounts)

ASU 2024-03 - Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses

In November 2024, the FASB issued ASU 2024-03, which requires the disaggregation, in the notes to the financial statements, of certain cost and expense captions presented on the face of the Company’s statements 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. The Company is currently evaluating the impact of adoption of this ASU on its disclosures.

ASU 2025-05 – Financial Instruments – Credit Losses (Topic 326): Measurement of Credit Losses for Accounts Receivable and Contract Assets

In July 2025, the FASB issued ASU 2025-05, which provides all entities with a practical expedient for use in developing reasonable and supportable forecasts as part of estimating expected credit losses, upon which an entity may assume that current conditions as of the balance sheet date do not change for the remaining life of the asset. The update must be applied prospectively. ASU 2025-05 is effective for fiscal years beginning after December 15, 2025 and interim periods within those annual reporting periods. Early adoption is permitted. The Company is currently evaluating the impact of adoption of this ASU on its disclosures.

ASU 2025-06 - Targeted Improvements to the Accounting for Internal-Use Software

In September 2025, the FASB issued ASU 2025-06, which is intended to improve the operability and application of guidance related to capitalized software development costs. ASU 2025-06 is effective for fiscal years beginning after December 15, 2027. Early adoption is permitted. The Company is currently evaluating the impact of adoption of this ASU on its disclosures.

No other new accounting pronouncements adopted or issued had or are expected to have a material impact on the unaudited condensed consolidated financial statements.

FAIR VALUE MEASUREMENTS:

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

Fair Value on a Recurring Basis

The Company follows the guidance in ASC 820, 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 September 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 September 30, 2025 and December 31, 2024, and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value:

Description	Level	September 30, 2025		December 31, 2024
Assets:
Investments	1	$	5,058	$	8,856

Liabilities:
Earn-out liabilities	3	$	560	$	711

STRAN & COMPANY, INC.

NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(in thousands, except share and per share amounts)

Investments

The Company’s investments consisted of the following as of September 30, 2025:

	Cost		Unrealized Gain (Loss)		Fair Value
Money market fund	$	1,774	$	—	$	1,774
Corporate bonds		1,970		20		1,990
Mutual funds		1,290		4		1,294
	$	5,034	$	24	$	5,058

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

	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

Earn-Out Liabilities

In connection with certain of the Company’s asset acquisitions, certain earn-out liabilities were established which reflect the estimated amounts payable upon the achievement of sales from acquired intangible assets over a period of time following the acquisition. As of September 30, 2025, the Company has earn-out liabilities associated with its purchase of Trend Brand Solutions, T.R. Miller Co., and Premier NYC.

Assumptions used in determining the fair 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 September 30, 2025:

Unobservable Inputs		September 30, 2025
Projected annual gross profit		$907 - $4,398
Earnout percentage		40.0% - 45.0%
Expected volatility		25.0%
Risk-free rate		3.6% - 4.2%
Discount rate		5.0% - 5.2%
Required Metric Risk Premium		5.3% - 7.7%
Time period to settlement		0.2 - 2.2 years

STRAN & COMPANY, INC.

NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(in thousands, except share and per share amounts)

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

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

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

INVENTORY:

Inventory consists of the following:

	September 30, 2025		December 31, 2024
Finished goods (branded products)	$	7,533	$	5,093
Goods in process (un-branded products)		207		296
	$	7,740	$	5,389

PROPERTY AND EQUIPMENT, NET:

Property and equipment, net consists of the following:

	September 30, 2025			December 31, 2024
Leasehold improvements	$	364		$	6
Office furniture and equipment		502			660
Software		3,275			2,967
Transportation equipment		62			62
		4,203			3,695
Accumulated depreciation		(2,251	)		(1,994	)
	$	1,952		$	1,701

The Company recorded depreciation expense of $166 and $131 for the three months ended September 30, 2025 and 2024, respectively. The Company recorded depreciation expense of $451 and $302 for the nine months ended September 30, 2025 and 2024, respectively. During the three months ended September 30, 2025, the Company wrote off fully depreciated assets totaling $192.

STRAN & COMPANY, INC.

NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(in thousands, except share and per share amounts)

GOODWILL AND INTANGIBLE ASSETS:

The following table summarizes the activity in the Company’s goodwill balance:

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 September 30, 2025	$	2,321

(1)

Net of accumulated impairment loss of $1,992 as of December 31, 2023.

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

	Weighted-	As of September 30, 2025							As of December 31, 2024
	Average Remaining Useful Life	Gross		Accumulated Amortization			Net Carrying Amount		Gross		Accumulated Amortization			Net Carrying Amount
Customer lists	7.8 years	$	5,175	$	(1,363	)	$	3,812	$	5,175	$	(1,005	)	$	4,170
Total intangible assets - customer lists, net		$	5,175	$	(1,363	)	$	3,812	$	5,175	$	(1,005	)	$	4,170
Trade name	Indefinite	$	654	$	—		$	654	$	654	$	—		$	654
Total intangible assets - trade name		$	654	$	—		$	654	$	654	$	—		$	654

The Company recorded amortization expense of $122 and $100 for the three months ended September 30, 2025 and 2024, respectively. The Company recorded amortization expense of $358 and $272 for the nine months ended September 30, 2025 and 2024, respectively.

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

Fiscal Years:
Remainder of 2025	$	124
2026		488
2027		488
2028		488
2029		488
Thereafter		1,736
Total	$	3,812

Actual future estimated amortization expense could differ from these estimated amounts as a result of future acquisitions, dispositions, impairments, and other factors or changes.

STRAN & COMPANY, INC.

NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(in thousands, except share and per share amounts)

ACQUISITIONS

Gander Group Acquisition

On August 23, 2024, Stran Loyalty Solutions entered into the Sale Agreement, between Stran Loyalty Solutions and the Secured Party, pursuant to which Stran Loyalty Solutions agreed to purchase, on an as-is basis, all of the rights and interests of 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.

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 a result of the Gander Group 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.

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.

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

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

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

The Gander Group Assets were valued using a combination of a multi-period excess earnings methodology, a form of a discounted cash flow 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 $2,321 is expected to be deductible for tax purposes.

The Company incurred approximately $435 of acquisition related transaction costs in conjunction with the Gander Group Acquisition.

STRAN & COMPANY, INC.

NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(in thousands, except share and per share amounts)

Pro forma disclosure for the Gander Group Acquisition

The following unaudited pro forma financial information reflects the consolidated results of operations of the Company for the nine months ended September 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:

Sales	$	85,803

Net loss	$	(32	)

The following unaudited pro forma financial information reflects the amounts of revenue and net loss of Gander Group included in the consolidated results of operations of the Company for the period from the date of acquisition (August 23, 2024) through September 30, 2024:

Sales	$	3,488

Net loss	$	(187	)

ACCOUNTS PAYABLE AND ACCRUED EXPENSES:

Accounts payable and accrued expenses consist of the following:

	September 30, 2025		December 31, 2024
Inventory purchases	$	5,427	$	6,363
Accrued expenses		2,035		2,556
	$	7,462	$	8,919

REWARD CARD PROGRAM LIABILITY:

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 September 30, 2025 and December 31, 2024, the Company had reward card program liabilities totaling $2,951 and $6,000, respectively.

INSTALLMENT PAYMENT LIABILITIES:

The installment payment liabilities incurred in 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, applying rates commensurate with the 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.

STRAN & COMPANY, INC.

NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(in thousands, except share and per share amounts)

A reconciliation of the installment payment liabilities is included below:

Balance as of December 31, 2024	$	790
Interest accretion		35
Payments made		(255	)
Balance as of September 30, 2025	$	570

Current portion of installment payment liabilities	$	170
Long-term installment payment liabilities	$	400

REVENUE:

Revenue disaggregated according to the timing of transfer of goods or services (e.g., at a point in time) was as follows:

	Three Months Ended September 30,				Nine Months Ended September 30,
Revenue generated per major product category	2025		2024		2025		2024
Promotional products - dropshipping	$	9,590	$	7,926	$	30,728	$	24,464
Promotional products – bulk dropshipping		2,170		1,872		12,085		10,761
Promotional products – Company owned inventory		3,401		3,270		10,591		9,474
Casino continuity program		8,336		3,488		25,901		3,488
Redemption code program		—		1,856		—		1,856
Promotional products – third-party distributor

SEC Form 10-Q filed by Stran & Company Inc.