SWAGW 10-Q
Stran & Company, Inc. (SWAGW)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
(Mark One)
For the quarterly period ended:
or
For the transition period from ____________ to _____________
Commission File Number:
| (Exact name of registrant as specified in its charter) |
| (State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification No.) | |
| (Address of principal executive offices) | (Zip Code) |
| (Registrant’s telephone number, including area code) |
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| (Former name, former address and former fiscal year, 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 | ||
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.
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).
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 ☐ | ||
| 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 August 7, 2026, there were a total of
STRAN & COMPANY, INC.
Quarterly Report on Form 10-Q
Period Ended June 30, 2026
TABLE OF CONTENTS
PART I
FINANCIAL INFORMATION
| Page | |||
| Item 1. | Financial Statements | 1 | |
| Item 2. | Management’s Discussion and Analysis of Financial Condition and Results of Operations | 20 | |
| Item 3. | Quantitative and Qualitative Disclosure About Market Risk | 34 | |
| Item 4. | Controls and Procedures | 34 | |
| PART II | |||
| OTHER INFORMATION | |||
| Item 1. | Legal Proceedings | 35 | |
| Item 1A. | Risk Factors | 35 | |
| Item 2. | Unregistered Sales of Equity Securities and Use of Proceeds | 35 | |
| Item 3. | Defaults Upon Senior Securities | 35 | |
| Item 4. | Mine Safety Disclosures | 35 | |
| Item 5. | Other Information | 35 | |
| Item 6. | Exhibits | 36 |
i
PART I
FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS.
STRAN & COMPANY, INC.
UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
| 1 |
STRAN & COMPANY, INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
(in thousands, except share and per share amounts)
| June 30, 2026 |
December 31, 2025 |
|||||||
| (Unaudited) | ||||||||
| ASSETS | ||||||||
| CURRENT ASSETS: | ||||||||
| Cash and cash equivalents | $ | $ | ||||||
| Investments | ||||||||
| Accounts receivable, net | ||||||||
| Inventory | ||||||||
| Prepaid corporate taxes | ||||||||
| Prepaid expenses | ||||||||
| Deposits | ||||||||
| Other current assets | ||||||||
| Total current assets | ||||||||
| Property and equipment, net | ||||||||
| OTHER ASSETS: | ||||||||
| Intangible assets - customer lists, net | ||||||||
| Intangible assets - trade name | ||||||||
| Goodwill | ||||||||
| Other assets | ||||||||
| Right of use assets | ||||||||
| Total other assets | ||||||||
| Total assets | $ | $ | ||||||
| LIABILITIES AND STOCKHOLDERS’ EQUITY | ||||||||
| CURRENT LIABILITIES: | ||||||||
| Accounts payable and accrued expenses | $ | $ | ||||||
| Accrued payroll and related | ||||||||
| Unearned revenue | ||||||||
| Rewards program liability | ||||||||
| Sales tax payable | ||||||||
| Current portion of contingent earn-out liabilities | ||||||||
| Current portion of installment payment liabilities | ||||||||
| Current portion of vehicle loan | ||||||||
| Current portion of lease liabilities | ||||||||
| Total current liabilities | ||||||||
| LONG-TERM LIABILITIES: | ||||||||
| Long-term contingent earn-out liabilities | ||||||||
| Long-term installment payment liabilities | ||||||||
| Long-term lease liabilities | ||||||||
| Long-term vehicle loan | ||||||||
| Total long-term liabilities | ||||||||
| Total liabilities | ||||||||
| Commitments and contingencies (Note F) | ||||||||
| STOCKHOLDERS’ EQUITY: | ||||||||
| Preferred stock, $ | ||||||||
| Common stock, $ | ||||||||
| Additional paid-in capital | ||||||||
| Accumulated deficit | ( | ) | ( | ) | ||||
| Accumulated other comprehensive income | ||||||||
| Total stockholders’ equity | ||||||||
| Total liabilities and stockholders’ equity | $ | $ | ||||||
The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.
| 2 |
STRAN & COMPANY, INC.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
three and six months ended June 30, 2026 and 2025
(in thousands, except share and per share amounts)
(unaudited)
| For the Three Months Ended June 30, | For the Six Months Ended June 30, | |||||||||||||||
| 2026 | 2025 | 2026 | 2025 | |||||||||||||
| Sales | $ | $ | $ | $ | ||||||||||||
| Cost of sales | ||||||||||||||||
| GROSS PROFIT | ||||||||||||||||
| OPERATING EXPENSES: | ||||||||||||||||
| General and administrative expenses | ||||||||||||||||
| Total operating expenses | ||||||||||||||||
| INCOME (LOSS) FROM OPERATIONS | ( | ) | ||||||||||||||
| OTHER INCOME: | ||||||||||||||||
| Other income (expense), net | ||||||||||||||||
| Interest income | ||||||||||||||||
| Realized gain on investments | ||||||||||||||||
| Total other income | ||||||||||||||||
| INCOME BEFORE INCOME TAXES | ||||||||||||||||
| Provision for income taxes | ||||||||||||||||
| NET INCOME | $ | $ | $ | $ | ||||||||||||
| NET INCOME PER COMMON SHARE | ||||||||||||||||
| Basic | $ | $ | $ | $ | ||||||||||||
| Diluted | $ | $ | $ | $ | ||||||||||||
| WEIGHTED-AVERAGE COMMON SHARES OUTSTANDING | ||||||||||||||||
| Basic | ||||||||||||||||
| Diluted | ||||||||||||||||
The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.
| 3 |
STRAN & COMPANY, INC.
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)
three and six months ended June 30, 2026 and 2025
(in thousands)
(unaudited)
| For the Three Months Ended June 30, | For the Six Months Ended June 30, | |||||||||||||||
| 2026 | 2025 | 2026 | 2025 | |||||||||||||
| Net income | $ | $ | $ | $ | ||||||||||||
| Other comprehensive income (loss): | ||||||||||||||||
| Reclassification of investment gains to net income | ( | ) | ( | ) | ||||||||||||
| Unrealized (loss) gain on investment, net of tax | ||||||||||||||||
| Total other comprehensive income (loss) | ( | ) | ( | ) | ||||||||||||
| Comprehensive income | $ | $ | $ | $ | ||||||||||||
The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.
| 4 |
STRAN & COMPANY, INC.
CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY
three and six months ended June 30, 2026 and 2025
(in thousands, except share amounts)
(unaudited)
| Accumulated | ||||||||||||||||||||||||||||||||
| Preferred Stock | Common Stock | Additional Paid-in |
Other Comprehensive |
Accumulated | Stockholders’ | |||||||||||||||||||||||||||
| Shares | Value | Shares | Value | Capital | Income (Loss) | Deficit | Equity | |||||||||||||||||||||||||
| Balance, January 1, 2026 | $ | $ | $ | $ | $ | ( | ) | |||||||||||||||||||||||||
| Issuance of restricted stock awards | — | |||||||||||||||||||||||||||||||
| Stock-based compensation | — | — | ||||||||||||||||||||||||||||||
| Other comprehensive loss | — | — | ( | ) | ( | ) | ||||||||||||||||||||||||||
| Net income | — | — | ||||||||||||||||||||||||||||||
| Balance, March 31, 2026 | $ | $ | $ | $ | $ | ( | ) | $ | ||||||||||||||||||||||||
| Stock-based compensation | — | — | ||||||||||||||||||||||||||||||
| Repurchase and retirement of ordinary shares | ( |
) | ( |
) | ( |
) | ||||||||||||||||||||||||||
| Other comprehensive loss | — | — | ( |
) | ( |
) | ||||||||||||||||||||||||||
| Net income | — | — | ||||||||||||||||||||||||||||||
| Balance, June 30, 2026 | $ | $ | $ | $ | $ | ( |
) | $ | ||||||||||||||||||||||||
| Accumulated | ||||||||||||||||||||||||||||||||
| Preferred Stock | Common Stock | Additional Paid-in |
Other Comprehensive |
Accumulated | Stockholders’ | |||||||||||||||||||||||||||
| Shares | Value | Shares | Value | Capital | Income (Loss) | Deficit | Equity | |||||||||||||||||||||||||
| Balance, January 1, 2025 | $ | $ | $ | $ | ( | ) | $ | ( | ) | $ | ||||||||||||||||||||||
| Stock-based compensation | — | |||||||||||||||||||||||||||||||
| Other comprehensive income | — | — | ||||||||||||||||||||||||||||||
| Net loss | — | — | ( | ) | ( | ) | ||||||||||||||||||||||||||
| Balance, March 31, 2025 | $ | $ | $ | $ | $ | ( | ) | $ | ||||||||||||||||||||||||
| Issuance of restricted stock awards | — | |||||||||||||||||||||||||||||||
| Stock-based compensation | — | — | ||||||||||||||||||||||||||||||
| Repurchase and retirement of ordinary shares | — | ( |
) | ( |
) | ( |
) | |||||||||||||||||||||||||
| Other comprehensive income | — | — | ||||||||||||||||||||||||||||||
| Net income | — | — | ||||||||||||||||||||||||||||||
| Balance, June 30, 2025 | $ | $ | $ | $ | $ | ( |
) | $ | ||||||||||||||||||||||||
The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.
| 5 |
STRAN & COMPANY, INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
six months ended June 30, 2026 and 2025
(in thousands)
(unaudited)
| 2026 | 2025 | |||||||
| CASH FLOWS FROM OPERATING ACTIVITIES: | ||||||||
| Net income | $ | $ | ||||||
| Adjustments to reconcile net income to net cash provided by operating activities: | ||||||||
| Depreciation and amortization | ||||||||
| Noncash operating lease expense | ||||||||
| Noncash earnout liability adjustmentz | ( |
) | ||||||
| Provision for credit losses | ||||||||
| Noncash interest accretion | ||||||||
| Stock-based compensation | ||||||||
| Realized gain on short-term investment | ( |
) | ||||||
| Changes in operating assets and liabilities: | ||||||||
| Accounts receivable, net | ( | ) | ( | ) | ||||
| Accounts receivable – related parties, net | ||||||||
| Inventory | ( | ) | ( | ) | ||||
| Prepaid corporate taxes | ( | ) | ||||||
| Prepaid expenses | ( | ) | ( | ) | ||||
| Deposits | ( | ) | ( | ) | ||||
| Other assets | ||||||||
| Accounts payable and accrued expenses | ||||||||
| Accrued payroll and related | ||||||||
| Unearned revenue | ||||||||
| Rewards program liability | ||||||||
| Sales tax payable | ( | ) | ||||||
| Corporate taxes payable | ||||||||
| Operating lease liabilities | ( | ) | ( | ) | ||||
| Net cash provided by operating activities | ||||||||
| CASH FLOWS FROM INVESTING ACTIVITIES: | ||||||||
| Additions to property and equipment | ( | ) | ( | ) | ||||
| Proceeds from sale of investments | ||||||||
| Purchase of investments | ( | ) | ( | ) | ||||
| Net cash (used in) provided by investing activities | ( | ) | ||||||
| CASH FLOWS FROM FINANCING ACTIVITIES: | ||||||||
| Payment of contingent earn-out liabilities | ( |
) | ( |
) | ||||
| Payment of installment payment liabilities | ( | ) | ( | ) | ||||
| Payment for stock repurchase | ( |
) | ( |
) | ||||
| Repayment of vehicle loan | ( | ) | ||||||
| Net cash used in financing activities | ( | ) | ( | ) | ||||
| NET CHANGE IN CASH AND CASH EQUIVALENTS | ||||||||
| CASH AND CASH EQUIVALENTS - BEGINNING | ||||||||
| CASH AND CASH EQUIVALENTS - ENDING | $ | $ | ||||||
The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.
| 6 |
STRAN & COMPANY, INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
six months ended June 30, 2026 and 2025
(CONTINUED)
(in thousands)
(unaudited)
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION
| 2026 | 2025 | |||||||
| Cash paid during the period for: | ||||||||
| Interest | $ | $ | ||||||
| Income taxes | $ | $ | ||||||
| Noncash investing and financing activities: | ||||||||
| Right of use assets obtained in exchange for lease liabilities | $ | $ | ||||||
The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.
| 7 |
STRAN & COMPANY, INC.
NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(in thousands, except share and per share amounts)
| A. | DESCRIPTION OF BUSINESS AND BASIS OF PRESENTATION: |
Description of Business
Stran & Company, Inc. was incorporated under the laws of the Commonwealth of Massachusetts and commenced operations on
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.
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.
Basis of Presentation
The accompanying unaudited condensed consolidated financial statements as of and for the three and six months ended June 30, 2026, include the accounts of the Company and have been prepared by the Company, without audit in accordance with accounting principles generally accepted in the United States of America for interim financial information and in accordance with the instructions to Form 10-Q. Accordingly, they do not include all of the information and note disclosures required by accounting principles generally accepted in the United States (“U.S. GAAP”) for complete audited financial statements. 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 March 25, 2026.
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 or for any future period.
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.
| 8 |
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.
Reclassification
Certain prior period amounts reported in the Company’s unaudited condensed consolidated statement of cash flows and segment disclosures have been reclassified to conform to the Company’s current period presentation. These reclassifications have no impact on the Company’s previously reported results of operations or cash flows.
Recent Accounting Pronouncements - Adopted:
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, with prospective application. The Company adopted the standard on January 1, 2026. Its adoption did not have a material impact on the Company’s unaudited condensed consolidated financial statements.
Recent Accounting Pronouncements - Not Yet Adopted:
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 2025-06 - Intangibles - Goodwill and Other-Internal-Use Software (Subtopic 350-40): 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. ASU 2025-05 permits an entity to apply the new guidance under either a prospective transition approach, a modified transition approach, or a retrospective approach. The Company is currently evaluating the impact of adoption of this ASU on its disclosures.
ASU 2025-11 - Interim Reporting (Topic 290): Narrow-Scope Improvements
In December 2025, the FASB issued ASU 2025-11, which further clarifies certain interim disclosure requirements. ASU 2025-11 is effective for interim reporting periods within annual reporting periods beginning after December 31, 2027. Early adoption is permitted and adoption can be applied either on a prospective or retrospective approach. 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.
| 9 |
STRAN & COMPANY, INC.
NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(in thousands, except share and per share amounts)
| B. | FAIR VALUE MEASUREMENTS: |
Fair value measurements discussed herein are based upon certain market assumptions and pertinent information available to management as of June 30, 2026 and December 31, 2025.
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 three and six months ended June 30, 2026.
| Description | Level | June 30, 2026 | December 31, 2025 | |||||||||
| Assets: | ||||||||||||
| Investments | 1 | $ | $ | |||||||||
| Liabilities: | ||||||||||||
| Earn-out liabilities | 3 | $ | $ | |||||||||
Investments
The Company’s investments consisted of the following as of June 30, 2026:
| Cost | Unrealized Gain (Loss) | Fair Value | ||||||||||
| Money market fund | $ | $ | $ | |||||||||
| Corporate bonds | ||||||||||||
| Mutual funds | ||||||||||||
| $ | $ | $ | ||||||||||
The Company’s investments consisted of the following as of December 31, 2025:
| Cost | Unrealized Gain (Loss) | Fair Value | ||||||||||
| Money market fund | $ | $ | $ | |||||||||
| Corporate bonds | ||||||||||||
| Mutual funds | ||||||||||||
| $ | $ | $ | ||||||||||
| 10 |
STRAN & COMPANY, INC.
NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(in thousands, except share and per share amounts)
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 June 30, 2026, the Company has earn-out liabilities associated with its purchase of Trend Brand Solutions and T.R. Miller Co.
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.
| Unobservable Inputs | June 30, 2026 | |||
| Projected annual gross profit | $ | |||
| Earnout percentage | % | |||
| Expected volatility | % | |||
| Risk-free rate | % | |||
| Discount rate | % | |||
| Required Metric Risk Premium | % | |||
| Time period to settlement | ||||
A reconciliation of the earn-out liabilities is included below:
| Balance as of December 31, 2025 | $ | |||
| Payments earned and paid | ( | ) | ||
| Release of liabilities not earned or paid | ( | ) | ||
| Balance as of June 30, 2026 | $ | |||
| Current portion of contingent earn-out liabilities | $ | |||
| Long-term contingent earn-out liabilities | $ |
| C. | INVENTORY: |
Inventory consists of the following:
| June 30, 2026 | December 31, 2025 | |||||||
| Finished goods (branded products) | $ | $ | ||||||
| Goods in process (un-branded products) | ||||||||
| $ | $ | |||||||
| 11 |
STRAN & COMPANY, INC.
NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(in thousands, except share and per share amounts)
| D. | 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.
A reconciliation of the installment payment liabilities is included below:
| Balance as of December 31, 2025 | $ | |||
| Interest accretion | ||||
| Payments made | ( | ) | ||
| Balance as of June 30, 2026 | $ | |||
| Current portion of installment payment liabilities | $ | |||
| Long-term installment payment liabilities | $ |
| E. | 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 June 30, | Six Months Ended June 30, | |||||||||||||||
| Revenue generated per major product category | 2026 | 2025 | 2026 | 2025 | ||||||||||||
| Promotional products - dropshipping | $ | $ | $ | $ | ||||||||||||
| Promotional products – bulk dropshipping | ||||||||||||||||
| Promotional products – Company owned inventory | ||||||||||||||||
| Casino continuity program | ||||||||||||||||
| Promotional products – third-party distributor | ||||||||||||||||
| Rewards program | ||||||||||||||||
| Additional services | ||||||||||||||||
| $ | $ | $ | $ | |||||||||||||
Unearned revenue includes customer deposits and deferred revenue which represent prepayments from customers. The Company had unearned revenue as follows:
| June 30, 2026 | June 30, 2025 | |||||||
| Balance at January 1, | $ | $ | ||||||
| Revenue recognized | ( | ) | ( | ) | ||||
| Amounts collected not invoiced | ||||||||
| Balance at June 30, | $ | $ | ||||||
For the six months ended June 30, 2026 and 2025, the Company recognized $
| 12 |
STRAN & COMPANY, INC.
NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(in thousands, except share and per share amounts)
| F. | COMMITMENTS AND CONTINGENCIES: |
Legal Proceedings
The Company may from time to time become involved 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.
| G. | STOCKHOLDERS’ EQUITY: |
Stock Repurchase Program
On February 21, 2022, the board of directors of the Company authorized a repurchase of up to $
The Company did not repurchase any shares during the three months ended March 31, 2026 or March 31, 2025. During the three months ended June 30, 2025, the Company repurchased
The following table provides information about stock repurchases during the period April 1, 2026 to June 30, 2026.
Period |
Total |
Average |
Total | Maximum Approximate Dollar Value of Shares that May Yet be Purchased Under the Plans or Programs | ||||||||||||
| April 1, 2026 – April 30, 2026 | $ | $ | ||||||||||||||
| May 1, 2026 - May 31, 2026 | $ | $ | ||||||||||||||
| June 1, 2026 - June 30, 2026 | $ | $ | ||||||||||||||
| H. | STOCK-BASED COMPENSATION: |
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 June 30, 2026, the number of shares of common stock available for issuance under the 2021 Plan is
Stock-based compensation expense included the following components:
| Three Months Ended June 30, | Six Months Ended June 30, | |||||||||||||||
| 2026 | 2025 | 2026 | 2025 | |||||||||||||
| Stock options | $ | $ | $ | $ | ||||||||||||
| Restricted stock | ||||||||||||||||
| $ | $ | |||||||||||||||
All stock-based compensation expense is recorded in general and administrative expense in the unaudited condensed consolidated statements of operations.
| 13 |
STRAN & COMPANY, INC.
NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(in thousands, except share and per share amounts)
Stock Options
The 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 estimated based on the Company’s historical stock price volatility, and for periods prior to January 1, 2026 the expected volatility was 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.
Option awards are 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
A summary of option activity under the 2021 Plan as of and for the six months ended June 30, 2026 is presented below:
| Shares | Weighted Average Exercise Price | Aggregate Intrinsic Value | ||||||||||
| Outstanding at December 31, 2025 | $ | $ | ||||||||||
| Granted | ||||||||||||
| Forfeited or expired and other adjustments | ( | ) | ||||||||||
| Outstanding at June 30, 2026 | $ | $ | ||||||||||
| Vested and exercisable at June 30, 2026 | $ | $ | ||||||||||
The weighted-average grant date fair value of options granted during the six months ended June 30, 2026 was $
Restricted Stock
Restricted stock consists of grants of shares the Company’s common stock, subject to time-based or performance-based vesting requirements. Shares of restricted stock granted under the 2021 Plan with time-based vesting requirements generally vest based on continued services. Shares of restricted stock with performance-based vesting requirements typically vest immediately as various performance goals and targets are achieved. Grants of restricted stock are recognized as issued and outstanding shares of the Company’s common stock, subject to forfeiture in the event the vesting requirements are not met.
A summary of restricted stock activity under the 2021 Plan as of and for the six months ended June 30, 2026 is presented below:
| Time-Based Restricted Stock | ||||
| Outstanding (unvested) at December 31, 2025 | ||||
| Granted | ||||
| Vested | ( | ) | ||
| Forfeited | ||||
| Outstanding (unvested) at June 30, 2026 | ||||
As of June 30, 2026, the Company had $
| 14 |
STRAN & COMPANY, INC.
NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(in thousands, except share and per share amounts)
| I. | INCOME PER SHARE: |
Basic net income per share is computed by dividing net income by the weighted average number of shares of common stock outstanding during the period. The computation of diluted net income per share is similar to the computation of basic net income per share, except that diluted net income 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, as well as the average unrecognized stock compensation expense for the stock options, would be used to purchase the Company’s common stock at the average market price during the period.
The following tables set forth the computation of basic and diluted net income per share of common stock for the three and six months ended June 30, 2026:
| Three Months Ended June 30, 2026 | Six Months Ended June 30, 2026 | |||||||
| Basic net income per common share: | ||||||||
| Numerator: | ||||||||
| Net income | $ | $ | ||||||
| Denominator: | ||||||||
| Weighted average number of shares of common stock outstanding | ||||||||
| Basic net income per common share | $ | $ | ||||||
| Diluted net income per common share: | ||||||||
| Numerator: | ||||||||
| Net income | $ | $ | ||||||
| Denominator: | ||||||||
| Number of shares used in basic computation | ||||||||
| Add: effect of dilutive securities: | ||||||||
| Warrants | ||||||||
| Stock options | ||||||||
| Weighted average number of shares of common stock outstanding used to calculate diluted income per share | ||||||||
| Diluted net income per common share | $ | $ | ||||||
The following tables 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:
| Three Months Ended June 30, 2025 | Six Months Ended June 30, 2025 | |||||||
| Basic net income per common share: | ||||||||
| Numerator: | ||||||||
| Net income | $ | $ | ||||||
| Denominator: | ||||||||
| Weighted average number of shares of common stock outstanding | ||||||||
| Basic net income per common share | $ | $ | ||||||
| Diluted net income per common share: | ||||||||
| Numerator: | ||||||||
| Net income | $ | $ | ||||||
| Denominator: | ||||||||
| Number of shares used in basic computation | ||||||||
| Add: effect of dilutive securities: | ||||||||
| Warrants | ||||||||
| Stock options | ||||||||
| Weighted average number of shares of common stock outstanding used to calculate diluted income per share | ||||||||
| Diluted net income per common share | $ | $ | ||||||
| 15 |
STRAN & COMPANY, INC.
NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(in thousands, except share and per share amounts)
The following table summarizes the outstanding shares of potentially dilutive securities that were excluded from the computation of diluted net income (loss) per share for the periods presented because their inclusion would have been anti-dilutive.
| For the Three Months Ended June 30, 2026 | For the Six Months Ended June 30, 2026 | For the Three Months Ended June 30, 2025 | For the Six Months Ended June 30, 2025 | |||||||||||||
| Warrants | ||||||||||||||||
| Stock options | ||||||||||||||||
| J. | INCOME TAXES: |
The Company calculates its interim income tax provision in accordance with the accounting guidance for income taxes in interim periods. At the end of each interim period, the Company makes its best estimate of the annual expected effective tax rate and applies that rate to its ordinary year-to-date income or loss. The income tax provision or benefit related to significant, unusual, or extraordinary items that will be separately reported or reported net of their related tax effect are individually computed and recognized in the interim period in which those items occur.
The computation of the annual expected effective tax rate at each interim period requires certain estimates and assumptions including, but not limited to, the expected operating income for the year and permanent and temporary differences. The accounting estimates used to compute the provision for income taxes may change as new events occur, additional information is obtained or the tax environment changes.
The Company recorded an income tax provision of approximately $
As of year-end 2025, the Company had federal and state net operating losses (“NOL”) of approximately $
The Company’s effective tax rate for the three months ended June 30, 2026 and 2025 was
| 16 |
STRAN & COMPANY, INC.
NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(in thousands, except share and per share amounts)
| K. | SEGMENTS: |
There is no expense or asset information that is supplemental to information disclosed within the consolidated financial statements that is regularly provided to the CODM (the Company’s ) to monitor and evaluate segment performance.
The Company’s segments are Stran & Company, Inc. (“Stran”) and Stran Loyalty Solutions, LLC (“SLS”). Our reportable segments are described below.
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.
The SLS segment’s 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-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 return on investment through tailored merchandise and marketing solutions to build recurring revenues for SLS customers and the segment itself.
As of June 30, 2026, Stran and SLS had total assets of $
Revenue and costs 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 information gets recorded. The CODM reviews operating expense information to monitor segment performance. For the Stran segment, operating expenses are reviewed primarily on an aggregated basis through monthly operating reports and quarterly operating reviews and include payroll and employee-related costs, marketing and selling expenses, general and administrative expenses, professional fees, technology and systems costs, and facilities and occupancy costs. For the SLS segment, the CODM reviews standalone financial statements for the subsidiary, including detailed operating expenses recorded in the subsidiary’s general ledger, consisting primarily of payroll and employee-related costs, marketing and sales expenses, professional fees, technology costs, and other general and administrative expenses. These expense categories are considered together with revenue and profitability measures when assessing segment performance and allocating resources. There are no intersegment revenues or other transactions between the
The tables below present information about reported segments for the three and six months ended June 30, 2026 and 2025.
| For the Three Months Ended | ||||||||||||||||||||||||||||||||
| June 30, 2026 | June 30, 2025 | |||||||||||||||||||||||||||||||
| Stran | SLS | Other | Total | Stran | SLS | Other | Total | |||||||||||||||||||||||||
| Sales | $ | $ | $ | $ | $ | $ | $ | $ | ||||||||||||||||||||||||
| Gross profit | $ | $ | $ | $ | $ | $ | $ | $ | ||||||||||||||||||||||||
| Operating income | $ | $ | $ | ( | ) | $ | $ | $ | $ | ( | ) | $ | ||||||||||||||||||||
| 17 |
STRAN & COMPANY, INC.
NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(in thousands, except share and per share amounts)
| For the Six Months Ended | ||||||||||||||||||||||||||||||||
| June 30, 2026 | June 30, 2025 | |||||||||||||||||||||||||||||||
| Stran | SLS | Other | Total | Stran | SLS | Other | Total | |||||||||||||||||||||||||
| Sales | $ | $ | $ | $ | $ | $ | $ | $ | ||||||||||||||||||||||||
| Gross profit | $ | $ | $ | $ | $ | $ | $ | $ | ||||||||||||||||||||||||
| Operating income (loss) | $ | $ | $ | ( | ) | $ | $ | $ | ( | ) | $ | ( | ) | $ | ( | ) | ||||||||||||||||
| L. | CREDIT LOSSES: |
The 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.
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.
For the three and six months ended June 30, 2026, the Company had no major customer to which sales accounted for more than
For the three and six months ended June 30, 2025, the Company had no major customers to which sales accounted for more than
The accounts receivable balance from all sources on the Company’s consolidated balance sheets as of June 30, 2026 was $
| June 30, 2026 | June 30, 2025 | |||||||
| Balance of allowance for credit losses, beginning of year | $ | ( | ) | $ | ( | ) | ||
| Write off charged against the allowance | ||||||||
| Net increase in allowance estimate | ( | ) | ( | ) | ||||
| Balance of allowance for credit losses, end of period | $ | ( | ) | $ | ( | ) | ||
Accounts receivable at June 30, 2026 and December 31, 2025, includes allowance for credit losses of $
| June 30, 2026 | December 31, 2025 | |||||||
| Trade accounts receivable | $ | $ | ||||||
| Less: allowance for credit losses on accounts receivable | ( | ) | ( | ) | ||||
| Total accounts receivable, net | $ | $ | ||||||
| Accounts receivable - related party | ||||||||
| Less: allowance for credit losses on accounts receivable - related party | ( | ) | ( | ) | ||||
| Total accounts receivable - related party, net | $ | $ | ||||||
| Total accounts receivable from all sources, net | $ | $ | ||||||
| 18 |
STRAN & COMPANY, INC.
NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(in thousands, except share and per share amounts)
| M. | RELATED PARTY TRANSACTIONS: |
Amount due from related party
| Name of Related Party | Relationship | Nature | June 30, 2026 | December 31, 2025 | ||||||||
| Innovative Genetics, Inc. | $ | $ | ||||||||||
Amounts due and paid to related parties
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 Inc. (“Engage & Excel”). Engage & Excel provides certain merger and acquisition, management and recruitment consulting services to the Company. The Company has paid Engage & Excel for consulting services provided approximately $
The Company’s Chief Strategy Officer and Chief Compliance Officer provides consulting services to the Company through Josselin Capital Advisors, Inc. (“JCA”). Effective November 26, 2025, the Company entered into a consulting agreement with JCA (“2025 JCA Agreement”) pursuant to which JCA provides services. Under the 2025 JCA Agreement, JCA receives an annual consulting fee of $
| 19 |
ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.
The following management’s 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 condition. 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 of Terms
Except as otherwise indicated by the context and for the purposes of this report only, references in this report to “we,” “us,” “our,” and the “Company” are 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. References to “Stran segment” are to the unconsolidated operations of Stran & Company, Inc. References to “SLS segment” are to the operations of Stran Loyalty Solutions consolidated with the operations of Gander Group Louisiana. The Company’s reportable segments are further described in Note K to the financial statements accompanying this Quarterly Report on Form 10-Q.
Special Note Regarding Forward-Looking Statements
This report contains forward-looking statements that are based on our management’s beliefs and assumptions and on information currently available to us. All statements other than statements of historical facts are forward-looking statements. 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:
| · | evolving trade matters, including tariffs on goods that we purchase from manufacturers in other countries, and how they could impact our ability to compete cost-effectively; |
| · | our goals and strategies; |
| · | our business development, financial condition and results of operations; |
| · | expected changes in our revenue, costs or expenditures; |
| · | growth and competition trends in our industry; |
| · | our expectations regarding demand for, and market acceptance of, our products or services; |
| · | our expectations regarding our relationships with investors, institutional funding sources and other parties with whom we collaborate; |
| · | our expectations regarding the availability and use of financing from credit facilities or sales of equity or debt securities; |
| · | future fluctuations in general economic and business conditions in the markets in which we operate; and |
| · | future relevant government policies and regulations relating to our industry. |
| 20 |
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 control and which could 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”), 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. 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.
The forward-looking statements made in this report relate only to events or information as 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
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.
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 sale displays; and loyalty and incentive programs.
We earn the majority of our revenue from the 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.
The majority of our revenue is derived from program business, although only a small percentage of our customers are considered programmatic. For the three and six months ended June 30, 2026 program clients accounted for 81.3% and 83.3% of total revenue, respectively. For the three and six months ended June 30, 2025, program clients accounted for 80.2% and 81.8% 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, which we believe will help secure recurring revenue well into the future.
| 21 |
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. Since February 2025 and as of the date of this report, the United States has implemented and repeatedly amended additional country-specific tariffs on goods imported from other countries, with significant changes affecting imports from China. In May 2025, the United States temporarily reduced previously-imposed additional “reciprocal” and fentanyl-related tariffs at a combined rate of 145% on most goods imported from China to a combined rate of 30%, and in August 2025 extended this temporary combined rate on Chinese imports until November 10, 2025. In November 2025, these tariffs were further reduced to a combined rate of approximately 20%. For low-value items of Chinese or Hong Kong origin valued at or below $800 and moving via the international postal stream, duty-free treatment ended May 2, 2025. Since May 14, 2025, such postal shipments have generally been subject to either a 54% ad valorem duty or a $100 per-item postal fee. Separately, the United States eliminated duty-free de minimis treatment for imports from all other countries effective August 29, 2025. In addition, the United States has introduced and adjusted reciprocal tariff rates on imports from numerous trading partners. Since August 7, 2025, additional “reciprocal” tariff rates applicable to most goods from covered countries vary by country between approximately 10% and 41%, with many commonly in the 15%-40% range after later adjustments and exemptions. These additional country-specific tariffs were effected alongside a general increase in separate U.S. tariffs against imports based on product type or sector, as well as, in certain cases, country of origin, in some cases modified by exemptions or other adjustments.
On February 20, 2026, the U.S. Supreme Court held in Learning Resources, Inc. v. Trump (consolidated with Trump v. V.O.S. Selections, Inc.) that the International Emergency Economic Powers Act (“IEEPA”) does not authorize the President to impose tariffs, invalidating both the reciprocal tariffs and the fentanyl-related tariffs on Chinese imports described above as well as all other tariffs imposed under IEEPA. In response, the President immediately issued an executive order terminating the IEEPA tariff orders, and U.S. Customs and Border Protection (“CBP”) halted collection of IEEPA-based duties effective 12:00 a.m. on February 24, 2026.
Also on February 20, 2026, invoking Section 122 of the Trade Act of 1974, President Trump imposed a temporary 10% global import surcharge on most imports effective February 24, 2026, for a maximum statutory period of 150 days. The President separately announced via social media an intention to increase this surcharge to 15%; however, no proclamation implementing that increase was ever issued, and the controlling Federal Register notice and CBP’s duty collection remained at 10% throughout the period the surcharge was in effect. On May 7, 2026, the U.S. Court of International Trade held, in a divided 2–1 decision, that the Section 122 surcharge was unlawful, although relief under that decision was limited to the plaintiffs in that litigation rather than extended to all importers. Separately, because Section 122 authority is capped at 150 days absent an extension by Congress, and no such extension occurred, the surcharge expired by its own terms as of July 24, 2026. Following the Supreme Court’s decision, the administration also indicated it would pursue Section 301 investigations targeting numerous U.S. trading partners as a longer-term replacement for the invalidated IEEPA tariffs.
Effective July 24, 2026, the Section 122 global surcharge described above was replaced by new tariffs of 10% or 12.5% imposed under Section 301 of the Trade Act of 1974 on imports from 60 trading partners representing approximately 99% of U.S. imports. The Office of the U.S. Trade Representative (“USTR”) initiated the underlying Section 301 investigation on March 12, 2026, and determined on June 2, 2026, that the investigated economies had failed to impose, or had failed effectively to enforce, prohibitions on the importation of goods produced with forced labor. Economies that had adopted and were enforcing such prohibitions – or that the USTR determined had made satisfactory commitments to adopt and enforce them – became subject to the 10% rate, while the remaining economies, including China, became subject to the 12.5% rate. These duties took effect immediately upon the expiration of the Section 122 surcharge and remain subject to various product- and country-specific exemptions, including for certain raw materials, products whose coverage would cause economy-wide disruption, goods not producible in sufficient quantities domestically, civil aircraft-related articles, certain pharmaceutical products, and a limited in-transit exception for goods loaded before July 24, 2026, and entered for consumption before July 28, 2026.
| 22 |
As a result of the above tariffs and tariff amendments and the ongoing uncertainties as to tariff refunds and future tariff rates, 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. If prices cannot be increased, it may result in a negative impact on our gross margin. 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 that relate to periods preceding the increases in applicable U.S. tariffs since February 2025, including those that may be indicated below for the six months ended June 30, 2026, may be expected to continue to occur in future periods.
During the three and six months ended June 30, 2026, global crude oil and refined product markets were impacted by heightened geopolitical tensions in the Middle East, including the ongoing conflict involving Iran, Israel, and the United States. These developments have not had a direct material impact on our results. However, we are exposed to volatility in energy and oil markets, which could impact manufacturing, transportation, and packaging costs. Maritime restrictions in the Strait of Hormuz will continue to influence this risk. Significant increases in fuel, utilities, and petroleum-based inputs may materially increase our cost of goods sold and logistics expenses, and these increases may not be fully offset through pricing actions, which could adversely impact our margins and operating results.
Our sales for the three and six months ended June 30, 2026 increased 2.4% and 5.4%, respectively, compared to the same periods in 2025, due to higher spending from existing clients as well as business from new customers.
As of June 30, 2026, we had approximately $56.9 million of total assets with approximately $31.5 million of total stockholders’ equity.
Emerging Growth Company and Smaller Reporting Company
We qualify as an “emerging growth company” under the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”). As a result, we are permitted to, and intend to, rely on exemptions from certain disclosure requirements. For so long as we are an emerging growth company, we will not be required to:
| · | 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”); |
| · | present three years, and may instead present only two years, of audited financial statements, with correspondingly reduced “Management’s Discussion and Analysis of Financial Condition and Results of Operations” disclosure in this report; |
| · | 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); |
| · | comply with certain greenhouse gas emissions disclosure and related third-party assurance requirements; |
| · | submit certain executive compensation matters to stockholder advisory votes, such as “say-on-pay” and “say-on-frequency;” and |
| · | disclose certain 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. |
| 23 |
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.
We 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 $1.235 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 (subject to certain exceptional circumstances) 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.
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 available to us 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; (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 Affecting Our Financial Performance
Our operating results are primarily affected by the following factors:
| · | our ability to acquire new customers or retain existing customers; |
| · | our ability to offer competitive product pricing; |
| · | our ability to broaden product offerings; |
| · | industry demand and competition; |
| · | our ability to leverage technology and use and develop efficient processes; |
| · | our ability to attract and retain talented employees; |
| · | our ability to identify or to complete acquisitions or to successfully integrate the businesses we acquire; and |
| · | market conditions and our market position. |
| 24 |
Results of Operations
Comparison of Three Months Ended June 30, 2026 and 2025
The following table sets forth key components of our results of operations during the three months ended June 30, 2026 and 2025 both in dollars and as a percentage of our revenues.
| Three Months Ended June 30 | ||||||||||||||||
| 2026 | 2025 | |||||||||||||||
| Amount | % of | Amount | % of | |||||||||||||
| (in thousands) | Revenues | (in thousands) | Revenues | |||||||||||||
| Sales | $ | 33,358 | 100.0 | % | $ | 32,577 | 100.0 | % | ||||||||
| Cost of sales | 23,336 | 70.0 | % | 22,708 | 69.7 | % | ||||||||||
| GROSS PROFIT | 10,022 | 30.0 | % | 9,869 | 30.3 | % | ||||||||||
| OPERATING EXPENSES: | ||||||||||||||||
| General and administrative expenses | 9,936 | 29.8 | % | 9,474 | 29.1 | % | ||||||||||
| Total operating expenses | 9,936 | 29.8 | % | 9,474 | 29.1 | % | ||||||||||
| INCOME FROM OPERATIONS | 86 | 0.3 | % | 395 | 1.2 | % | ||||||||||
| OTHER INCOME: | ||||||||||||||||
| Other income (expense), net | 165 | 0.5 | % | 285 | 0.9 | % | ||||||||||
| Interest income | 67 | 0.2 | % | 77 | 0.2 | % | ||||||||||
| Realized gain on investments | 10 | — | % | — | — | % | ||||||||||
| Total other income | 242 | 0.7 | % | 362 | 1.1 | % | ||||||||||
| INCOME BEFORE INCOME TAXES | 328 | 1.0 | % | 757 | 2.3 | % | ||||||||||
| Provision for income taxes | 19 | 0.1 | % | 114 | 0.3 | % | ||||||||||
| NET INCOME | $ | 309 | 0.9 | % | $ | 643 | 2.0 | % | ||||||||
| 25 |
Sales
Sales consist primarily of the selling price of the merchandise, service or outbound shipping and handling charges, less discounts, coupons redeemed, returns and credits. Sales by segment and in total were as follows (in thousands):
| Three Months Ended June 30, | Three Months Ended June 30, | Increase / (Decrease) | ||||||||||||||||||||||
| 2026 | % of Total | 2025 | % of Total | $ | % | |||||||||||||||||||
| Stran | $ | 23,262 | 69.7 | % | $ | 21,765 | 66.8 | % | $ | 1,497 | 6.9 | % | ||||||||||||
| SLS | 10,096 | 30.3 | % | 10,812 | 33.2 | % | (716 | ) | (6.6 | )% | ||||||||||||||
| Total sales | $ | 33,358 | 100.0 | % | $ | 32,577 | 100.0 | % | $ | 781 | 2.4 | % | ||||||||||||
Our total sales increased 2.4% to approximately $33.4 million for the three months ended June 30, 2026, from approximately $32.6 million for the three months ended June 30, 2025. Sales by our Stran segment increased to approximately $23.3 million for the three months ended June 30, 2026 from approximately $21.8 million for the three months ended June 30, 2025. Sales by our SLS segment decreased to approximately $10.1 million for the three months ended June 30, 2026 from approximately $10.8 million for the three months ended June 30, 2025. For the Stran segment, the increase in sales was primarily due to higher spending from existing clients as well as business from new customers. For the SLS segment, the decrease in sales was primarily attributable to a decline in sales from existing customers.
Cost of Sales
Cost of sales by segment and in total were as follows (in thousands):
| Three Months Ended June 30, | Three Months Ended June 30, | Increase / (Decrease) | ||||||||||||||||||||||
| 2026 | % of Total | 2025 | % of Total | $ | % | |||||||||||||||||||
| Stran | $ | 15,692 | 67.2 | % | $ | 14,171 | 62.4 | % | $ | 1,521 | 10.7 | % | ||||||||||||
| SLS | 7,644 | 32.8 | % | 8,537 | 37.6 | % | (893 | ) | (10.5 | )% | ||||||||||||||
| Total cost of sales | $ | 23,336 | 100.0 | % | $ | 22,708 | 100.0 | % | $ | 628 | 2.8 | % | ||||||||||||
Our total cost of sales increased 2.8% to approximately $23.3 million for the three months ended June 30, 2026, from approximately $22.7 million for the three months ended June 30, 2025. As a percentage of sales, total cost of sales increased to 70.0% for the three months ended June 30, 2026 from 69.7% for the three months ended June 30, 2025. Cost of sales by our Stran segment increased to approximately $15.7 million for the three months ended June 30, 2026 from approximately $14.2 million for the three months ended June 30, 2025. Cost of sales by our SLS segment decreased to approximately $7.6 million for the three months ended June 30, 2026 from approximately $8.5 million for the three months ended June 30, 2025. The increase in the dollar amount of total cost of sales was primarily due to the increase in sales of 2.4% 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 decrease was primarily attributable to effective cost management and lower tariffs.
| 26 |
Gross Profit
Gross profit by segment and in total were as follows (in thousands):
| Three Months Ended June 30, | Three Months Ended June 30, | Increase / (Decrease) | ||||||||||||||||||||||
| 2026 | % of Total | 2025 | % of Total | $ | % | |||||||||||||||||||
| Stran | $ | 7,570 | 75.5 | % | $ | 7,594 | 76.9 | % | $ | (24 | ) | (0.3 | )% | |||||||||||
| SLS | 2,452 | 24.5 | % | 2,275 | 23.1 | % | 177 | 7.8 | % | |||||||||||||||
| Total gross profit | $ | 10,022 | 100.0 | % | $ | 9,869 | 100.0 | % | $ | 153 | 1.6 | % | ||||||||||||
Gross profit consists of sales less total cost of sales. Our total gross profit increased 1.6 % to approximately $10.0 million, or 30.0% of sales, for the three months ended June 30, 2026, from approximately $9.9 million, or 30.3% of sales, for the three months ended June 30, 2025. Gross profit of our Stran segment was approximately $7.6 million for each of the three months ended June 30, 2026 and the three months ended June 30, 2025. Gross profit of our SLS segment increased to approximately $2.5 million for the three months ended June 30, 2026 from approximately $2.3 million for the three months ended June 30, 2025. The increase in the dollar amount of total gross profit was primarily attributable to customer mix and effective cost management. For the Stran segment, the decrease in the dollar amount of gross profit was due to customer mix. For the SLS segment, the increase in the dollar amount of gross profit was primarily attributable to improved customer mix, effective cost management, and lower tariffs.
Gross profit margin is defined as gross profit as a percentage of sales. The decrease in total gross profit margin to 30.0% for the three months ended June 30, 2026 from 30.3% for the three months ended June 30, 2025 was primarily due to a shift in our customer mix and margin contribution. The gross profit margin for the Stran segment decreased to 32.5% for the three months ended June 30, 2026 from 34.9% for the three months ended June 30, 2025 due to customer mix. The gross profit margin for the SLS segment increased to 24.3% for the three months ended June 30, 2026 from 21.0% for the three months ended June 30, 2025 due to improved customer mix and effective cost management.
The gross profit and gross profit margin for the remainder of 2026 will be largely dependent on revenue levels.
Operating Expenses
Operating expenses by segment and in total were as follows (in thousands):
| Three Months Ended | Three Months Ended | Increase / (Decrease) | ||||||||||||||||||||||
| June 30, 2026 | % of Total | June 30, 2025 | % of Total | $ | % | |||||||||||||||||||
| Stran | $ | 6,932 | 69.8 | % | $ | 6,532 | 69.0 | % | $ | 400 | 6.1 | % | ||||||||||||
| SLS | 2,009 | 20.2 | % | 2,053 | 21.6 | % | (44 | ) | (2.1 | )% | ||||||||||||||
| Other | 995 | 10.0 | % | 889 | 9.4 | % | 106 | 11.9 | % | |||||||||||||||
| Total operating expenses | $ | 9,936 | 100.0 | % | $ | 9,474 | 100.0 | % | $ | 462 | 4.9 | % | ||||||||||||
Operating expenses consist of general and administrative expenses. Our total operating expenses increased 4.9% to approximately $9.9 million for the three months ended June 30, 2026, from approximately $9.5 million for the three months ended June 30, 2025. Operating expenses of our Stran segment increased to approximately $6.9 million for the three months ended June 30, 2026 from approximately $6.5 million for the three months ended June 30, 2025. Operating expenses of our SLS segment decreased to approximately $2.0 million for the three months ended June 30, 2026 from approximately $2.1 million for the three months ended June 30, 2025. As a percentage of sales, total operating expenses increased to 29.8% for the three months ended June 30, 2026, from 29.1% for the three months ended June 30, 2025. As a percentage of sales, operating expenses of our Stran segment decreased to 29.8% for the three months ended June 30, 2026 from 30.0% for the three months ended June 30, 2025. As a percentage of sales, operating expenses of our SLS segment increased to 19.9% for the three months ended June 30, 2026 from 19.0% for the three months ended June 30, 2025. For the Stran segment, the increase in the dollar amount of operating expenses was primarily due to higher sales-related costs, and our investment in STRAN Digital Solutions to provide enhanced functionality and offerings to scale client programs. For the SLS segment, the decrease in the dollar amount of operating expenses was primarily attributable to a small reduction in headcount and lower sales-related costs. Operating expenses for “Other” consists of unallocated corporate costs, including salaries for our corporate officers, audit-related fees, board of director compensation, and other stock-related charges. Such costs increased by approximately $0.1 million to approximately $1.0 million for the three months ended June 30, 2026, from approximately $0.9 million for the three months ended June 30, 2025. The increase was primarily due to higher legal and accounting expenses.
| 27 |
Other Income
Other income consists of other income (expense), interest income, and realized gain on investments. Our other income, net was approximately $165 thousand for the three months ended June 30, 2026, compared to other income, net of approximately $285 thousand for the three months ended June 30, 2025. This change was primarily related to cost recoveries in 2025 for estimated shipping charges that did not reoccur in 2026. Our interest income was approximately $67 thousand for the three months ended June 30, 2026, compared to approximately $77 thousand for the three months ended June 30, 2025. This decrease was primarily attributable to lower average program deposit balances compared to the same period in the prior year, offset by slightly higher interest rates. Our realized gain on investments was $10 thousand for the three months ended June 30, 2026, compared to $0 for the three months ended June 30, 2025, since no investments were sold during the three months ended June 30, 2025.
Income Tax Provision
Income tax provision reflects statutory tax rates in the jurisdictions in which we operate adjusted for permanent book/tax differences.
Income tax provision for the three months ended June 30, 2026 was approximately $19 thousand compared to an income tax expense of approximately $114 thousand for the three months ended June 30, 2025. The effective tax rate for the three months ended June 30, 2026 was 5.9%, based on income before income taxes of approximately $0.3 million. The effective tax rate for the three months ended June 30, 2025 was 15.1%, based on income before income taxes of approximately $0.8 million.
The change in the effective tax rate from the comparison of 2026 and 2025 as noted above primarily relates to our estimated earnings and the Company’s position that its deferred tax assets require a full valuation allowance.
Net Income
Our net income for the three months ended June 30, 2026 was approximately $0.3 million, compared to net income of approximately $0.6 million for the three months ended June 30, 2025. This change was primarily due to an increase in operating expenses offset by an increase in gross profit for the reasons described above.
Comparison of Six Months Ended June 30, 2026 and 2025
The following table sets forth key components of our results of operations during the six months ended June 30, 2026 and 2025 both in dollars and as a percentage of our sales.
| Six Months Ended June 30, | ||||||||||||||||
| 2026 | 2025 | |||||||||||||||
| Amount (in thousands) | % of Revenues | Amount (in thousands) | % of Revenues | |||||||||||||
| Sales | $ | 64,607 | 100.0 | % | $ | 61,271 | 100.0 | % | ||||||||
| Cost of sales | 44,942 | 69.6 | % | 42,920 | 70.0 | % | ||||||||||
| GROSS PROFIT | 19,665 | 30.4 | % | 18,351 | 30.0 | % | ||||||||||
| OPERATING EXPENSES: | ||||||||||||||||
| General and administrative expenses | 18,934 | 29.3 | % | 18,491 | 30.2 | % | ||||||||||
| Total operating expenses | 18,934 | 29.3 | % | 18,491 | 30.2 | % | ||||||||||
| INCOME (LOSS) FROM OPERATIONS | 731 | 1.1 | % | (140 | ) | (0.2 | )% | |||||||||
| OTHER INCOME: | ||||||||||||||||
| Other income (expense) | 243 | 0.4 | % | 280 | 0.5 | % | ||||||||||
| Interest income | 134 | 0.2 | % | 119 | 0.2 | % | ||||||||||
| Realized gain on investments | 10 | — | % | 67 | 0.1 | % | ||||||||||
| Total other income | 387 | 0.6 | % | 466 | 0.8 | % | ||||||||||
| INCOME BEFORE INCOME TAXES | 1,118 | 1.7 | % | 326 | 0.5 | % | ||||||||||
| Provision for income taxes | 65 | 0.1 | % | 76 | 0.1 | % | ||||||||||
| NET INCOME | $ | 1,053 | 1.6 | % | $ | 250 | 0.4 | % | ||||||||
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Sales
Sales consist primarily of the selling price of the merchandise, service or outbound shipping and handling charges, less discounts, coupons redeemed, returns and credits. Sales by segment and in total were as follows (in thousands):
| Six Months Ended June 30, | Six Months Ended June 30, | Increase / (Decrease) | ||||||||||||||||||||||
| 2026 | % of Total | 2025 | % of Total | $ | % | |||||||||||||||||||
| Stran | $ | 46,690 | 72.3 | % | $ | 42,700 | 69.7 | % | $ | 3,990 | 9.3 | % | ||||||||||||
| SLS | 17,917 | 27.7 | % | 18,571 | 30.3 | % | (654 | ) | (3.5 | )% | ||||||||||||||
| Total sales | $ | 64,607 | 100.0 | % | $ | 61,271 | 100.0 | % | $ | 3,336 | 5.4 | % | ||||||||||||
Our total sales increased 5.4% to approximately $64.6 million for the six months ended June 30, 2026, from approximately $61.3 million for the six months ended June 30, 2025. Sales by our Stran segment increased to approximately $46.7 million for the six months ended June 30, 2026 from approximately $42.7 million for the six months ended June 30, 2025. Sales by our SLS segment decreased to approximately $17.9 million for the six months ended June 30, 2026 from approximately $18.6 million for the six months ended June 30, 2025. For the Stran segment, the increase in sales was primarily due to higher spending from existing clients as well as business from new customers. For the SLS segment, the decrease in sales was primarily attributable to lower spend from existing customers.
Cost of Sales
Cost of sales by segment and in total were as follows (in thousands):
| Six Months Ended June 30, | Six Months Ended June 30, | Increase / (Decrease) | ||||||||||||||||||||||
| 2026 | % of Total | 2025 | % of Total | $ | % | |||||||||||||||||||
| Stran | $ | 31,723 | 70.6 | % | $ | 28,315 | 66.0 | % | $ | 3,408 | 12.0 | % | ||||||||||||
| SLS | 13,219 | 29.4 | % | 14,605 | 34.0 | % | (1,386 | ) | (9.5 | )% | ||||||||||||||
| Total cost of sales | $ | 44,942 | 100.0 | % | $ | 42,920 | 100.0 | % | $ | 2,022 | 4.7 | % | ||||||||||||
Our total cost of sales increased 4.7% to approximately $44.9 million for the six months ended June 30, 2026, from approximately $42.9 million for the six months ended June 30, 2025. As a percentage of sales, total cost of sales decreased to 69.6% for the six months ended June 30, 2026 from 70.0% for the six months ended June 30, 2025. Cost of sales by our Stran segment increased to approximately $31.7 million for the six months ended June 30, 2026 from approximately $28.3 million for the six months ended June 30, 2025. Cost of sales by our SLS segment decreased to approximately $13.2 million for the six months ended June 30, 2026 from approximately $14.6 million for the six months ended June 30, 2025. The increase in the dollar amount of total cost of sales was primarily due to the increase in sales of 5.4% 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 decrease was primarily attributable to lower sales and effective cost management.
| 29 |
Gross Profit
Gross profit by segment and in total were as follows (in thousands):
| Six Months Ended June 30, | Six Months Ended June 30, | Increase / (Decrease) | ||||||||||||||||||||||
| 2026 | % of Total | 2025 | % of Total | $ | % | |||||||||||||||||||
| Stran | $ | 14,967 | 76.1 | % | $ | 14,385 | 78.4 | % | $ | 582 | 4.0 | % | ||||||||||||
| SLS | 4,698 | 23.9 | % | 3,966 | 21.6 | % | 732 | 18.5 | % | |||||||||||||||
| Total gross profit | $ | 19,665 | 100.0 | % | $ | 18,351 | 100.0 | % | $ | 1,314 | 7.2 | % | ||||||||||||
Gross profit consists of sales less total cost of sales. Our total gross profit increased 7.2% to approximately $19.7 million, or 30.4% of sales, for the six months ended June 30, 2026, from approximately $18.4 million, or 30.0% of sales, for the six months ended June 30, 2025. Gross profit of our Stran segment increased to approximately $15.0 million for the six months ended June 30, 2026 from approximately $14.4 million for the six months ended June 30, 2025. Gross profit of our SLS segment increased to approximately $4.7 million for the six months ended June 30, 2026 from approximately $4.0 million for the six months ended June 30, 2025. The increase in the dollar amount of total gross profit was primarily attributable to customer mix and effective cost management. For the Stran segment, the increase in the dollar amount of gross profit was due to an increase in sales of approximately $4.0 million, which was partially offset by an increase of cost of sales of approximately $3.4 million for the reasons described above. For the SLS segment, the increase in the dollar amount of gross profit was primarily attributable to improved customer mix and effective cost management.
Gross profit margin is defined as gross profit as a percentage of sales. The increase in total gross profit margin to 30.4% for the six months ended June 30, 2026 from 30.0% for the six months ended June 30, 2025 was primarily due to a shift in our customer mix and margin contribution. The gross profit margin for the Stran segment decreased to 32.1% for the six months ended June 30, 2026 from 33.7% for the six months ended June 30, 2025 due to customer mix. The gross profit margin for the SLS segment increased to 26.2% for the six months ended June 30, 2026 from 21.4% for the six months ended June 30, 2025 due to improved customer mix and effective cost management.
The gross profit and gross profit margin for the remainder of 2026 will be largely dependent on revenue levels.
Operating Expenses
Operating expenses by segment and in total were as follows (in thousands):
| Six Months Ended June 30, | Six Months Ended June 30, | Increase / (Decrease) | ||||||||||||||||||||||
| 2026 | % of Total | 2025 | % of Total | $ | % | |||||||||||||||||||
| Stran | $ | 13,160 | 69.5 | % | $ | 12,162 | 65.8 | % | $ | 998 | 8.2 | % | ||||||||||||
| SLS | 3,723 | 19.7 | % | 4,200 | 22.7 | % | (477 | ) | (11.4 | )% | ||||||||||||||
| Other | 2,051 | 10.8 | % | 2,129 | 11.5 | % | (78 | ) | (3.7 | )% | ||||||||||||||
| Total operating expenses | $ | 18,934 | 100.0 | % | $ | 18,491 | 100.0 | % | $ | 443 | 2.4 | % | ||||||||||||
Operating expenses consist of general and administrative expenses. Our total operating expenses increased 2.4% to approximately $18.9 million for the six months ended June 30, 2026, from approximately $18.5 million for the six months ended June 30, 2025. Operating expenses of our Stran segment increased to approximately $13.2 million for the six months ended June 30, 2026 from approximately $12.2 million for the six months ended June 30, 2025. Operating expenses of our SLS segment decreased to approximately $3.7 million for the six months ended June 30, 2026 from approximately $4.2 million for the six months ended June 30, 2025. As a percentage of sales, total operating expenses decreased to 29.3% for the six months ended June 30, 2026, from 30.2% for the six months ended June 30, 2025. As a percentage of sales, operating expenses of our Stran segment decreased to 28.2% for the six months ended June 30, 2026 from 28.5% for the six months ended June 30, 2025. As a percentage of sales, operating expenses of our SLS segment decreased to 20.8% for the six months ended June 30, 2026 from 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 increased headcount and employee-related costs, higher sales-related costs, and our investment in STRAN Digital Solutions to provide enhanced functionality and offerings to scale client programs. For the SLS segment, the decrease in the dollar amount of operating expenses was primarily attributable to a small reduction in headcount and lower sales-related costs. Operating expenses for “Other” consists of unallocated corporate costs, including salaries for our corporate officers, audit-related fees, board of director compensation, and other stock-related charges. Such costs decreased by approximately $78 thousand to approximately $2.1 million for the six months ended June 30, 2026, from approximately $2.1 million for the six months ended June 30, 2025. The decrease was primarily due to lower legal and accounting expenses.
| 30 |
Other Income
Other income consists of other income (expense), interest income, and realized gain on investments. Our other income, net was approximately $243 thousand for the six months ended June 30, 2026, compared to other income, net of approximately $280 thousand for the six months ended June 30, 2025. This change was primarily related to cost recoveries from prior periods for estimated shipping charges. Our interest income was approximately $134 thousand for the six months ended June 30, 2026, compared to approximately $119 thousand for the six months ended June 30, 2025. This increase was primarily attributable to higher interest rates earned on program deposit balances, partially offset by slightly lower average program deposit balances compared to the same period in the prior year. Our realized gain on investments was $10 thousand for the six months ended June 30, 2026, compared to approximately $67 thousand for the six months ended June 30, 2025, due to the reduced amount of investments sold in 2026 when compared to the same period in 2025.
Income Tax Provision
Income tax provision reflects statutory tax rates in the jurisdictions in which we operate adjusted for permanent book/tax differences.
Income tax provision for the six months ended June 30, 2026 was approximately $65 thousand compared to an income tax expense of approximately $76 thousand for the six months ended June 30, 2025. The effective tax rate for the six months ended June 30, 2026 was 5.8%, based on income before income taxes of approximately $1.1 million. The effective tax rate for the six months ended June 30, 2025 was 23.3%, based on income before income taxes of approximately $0.3 million.
The change in the effective tax rate from the comparison of 2026 and 2025 as noted above primarily relates to our estimated earnings and the Company’s position that its deferred tax assets require a full valuation allowance.
Net Income
Our net income for the six months ended June 30, 2026 was approximately $1.1 million, compared to net income of approximately $0.3 million for the six months ended June 30, 2025. This change was primarily due to an increase in gross profit for the reasons described above.
Liquidity and Capital Resources
As of June 30, 2026, we had cash and cash equivalents of approximately $7.4 million and investments of approximately $5.2 million. We have largely 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 positive cash flow during the six months ended June 30, 2026.
| 31 |
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 June 30, 2027 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.
Summary of Cash Flows
The following table provides detailed information about our net cash flows for the six months ended June 30, 2026 and 2025 (in thousands).
| Six Months Ended June 30, | ||||||||
| 2026 | 2025 | |||||||
| Net cash provided by operating activities | $ | 1,555 | $ | 534 | ||||
| Net cash (used in) provided by investing activities | (339 | ) | 3,705 | |||||
| Net cash used in financing activities | (561 | ) | (527 | ) | ||||
| Net change in cash and cash equivalents | 655 | 3,712 | ||||||
| Cash and cash equivalents - beginning | 6,753 | 9,358 | ||||||
| Cash and cash equivalents - ending | $ | 7,408 | $ | 13,070 | ||||
Net cash provided by operating activities was approximately $1.6 million for the six months ended June 30, 2026, as compared to net cash provided by operating activities of approximately $0.5 million for the six months ended June 30, 2025. The change was primarily due to an increase in net income, an increase in unearned revenue, and higher accounts payable and accruals as a result of timing. These increases were offset by a decrease in cash provided by the rewards program, higher inventory, and prepaid deposits for customer orders, as a result of the timing of payments.
Net cash used in investing activities was approximately $0.3 million for the six months ended June 30, 2026, as compared to net cash provided by investing activities of approximately $3.7 million for the six months ended June 30, 2025. The change was primarily due to non-recurring redemptions of our investments from 2025.
Net cash used in financing activities was approximately $0.6 million for the six months ended June 30, 2026, as compared to approximately $0.5 million for the six months ended June 30, 2025. Net cash used in financing activities was primarily related to higher amounts spent to repurchase our common stock, payments of installment loan liabilities, which remained consistent from period to period, and lower amounts paid on earn-out liabilities.
Contractual Obligations
Property Leases
The Company’s prior lease agreement for its office space expired May 31, 2025. On January 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.
| 32 |
On 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 contains an initial base rent of approximately $17 thousand per month. The lease included an escalation clause with annual increases of approximately 4% per year.
The following is a schedule by years of future minimum lease payments (in thousands):
| Remainder of 2026 | $ | 382 | ||
| 2027 | 679 | |||
| 2028 | 335 | |||
| 2029 | 276 | |||
| 2030 | 283 | |||
| Thereafter | 411 | |||
| Total | $ | 2,366 |
Lease costs for the three months ended June 30, 2026 and 2025 totaled approximately $0.2 million and $0.2 million, respectively. Lease costs for the six months ended June 30, 2026 and 2025 totaled approximately $0.4 million and $0.4 million, respectively. We anticipate no deficiencies in our ability to make these payments.
Other Cash Obligations
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, 2026 and December 31, 2025, the Company had net reward card program liabilities totaling approximately $3.0 million and $1.5 million, respectively.
Critical Accounting Estimates
We 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 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.
We consider an accounting estimate to be critical if: (i) the accounting estimate requires us to make assumptions about matters that were highly uncertain at the time the accounting estimate was made, and (ii) changes in the estimate that are reasonably likely to occur from period to period or use of different estimates that we reasonably could have used in the current period, and that would have a material impact on our financial condition or results of operations. There are items within our unaudited consolidated financial statements that require estimation but are not deemed critical, as defined above.
Recent Accounting Pronouncements
For a discussion of recently adopted accounting pronouncements, see Recently Issued Accounting Pronouncements in Note A to our financial statements accompanying this Quarterly Report on Form 10-Q.
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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 certain controls over the review and approval of journal entries. |
| · | There was a material weakness in our internal controls related to the proper selection and development of certain information technology general controls related to user access, vendor management 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 six months ended June 30, 2026 as follows:
| · | 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. |
| · | Management is implementing enhanced policies and procedures governing the preparation, review, and approval of journal entries. These efforts include the implementation of improved approval workflows within the Company’s NetSuite system, the establishment of more clearly defined review criteria, and the refinement of user roles and responsibilities to strengthen segregation of duties and ensure appropriate review and authorization of journal entries. |
| · | We continued to implement enhancements and process improvements, including the design and implementation of reporting systems relating to our NetSuite enterprise resource planning system. These enhancements include refinements to user access controls, enhancements to vendor setup and management procedures and improvements to the documentation and review of system configuration changes. |
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 that management determines to be appropriate.
There were no changes in our internal control over financial reporting during the fiscal quarter ended June 30, 2026 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting, other than those 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.
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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 ended December 31, 2025.
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 three months ended June 30, 2026.
| Period | Total Number of Shares Purchased | Average Price Paid per Share | Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs (1) | Maximum Approximate Dollar Value of Shares that May Yet be Purchased Under the Plans or Programs | ||||||||||||
| April 1, 2026 – April 30, 2026 | — | $ | — | 2,192,667 | $ | 6,063,967 | ||||||||||
| May 1, 2026 - May 31, 2026 | 80,236 | $ | 1.98 | 2,272,903 | $ | 5,905,100 | ||||||||||
| June 1, 2026 - June 30, 2026 | 50,332 | $ | 2.02 | 2,323,235 | $ | 5,803,429 | ||||||||||
| (1) | On February 21, 2022, the Company’s board of directors authorized a stock repurchase program (the “Repurchase Program”) under which the Company may repurchase up to $10 million of its outstanding shares of common stock in the open market, or privately negotiated transactions, in accordance with all applicable securities laws and regulations, including Rule 10b-18 promulgated under the Exchange Act (“Rule 10b-18”). During the three months ended June 30, 2026, the Company made repurchases pursuant to broker repurchase instructions pursuant to Rule 10b-18 and Rule 10b5-1 promulgated pursuant to the Exchange Act (“Rule 10b5-1”). The Company’s broker repurchase instructions were 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. |
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, 2026 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,
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ITEM 6. EXHIBITS.
| * | Filed herewith |
| ** | Furnished herewith |
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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 11, 2026 | 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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