NASDAQ: SWAG

For
over 30 years we have grown into a leader in the promotional products industry, ranking 12th on PPAI’s Top 100 Distributors
2025 list and 23rd on ASI’s Top 40 Distributors 2025 list. Our co-founder and Chief Executive Officer and President,
Andrew Shape, was also named 2023 Person of the Year by promotional products industry periodical Counselor. Since our first year
of operations in 1995, our annual revenues have gradually grown from approximately $240,000 to approximately $116.2 million in 2025,
a compound annual growth rate of approximately 23%, and between 2019 and 2025, our revenues grew at a compound annual growth rate of
approximately 25%.

As
of December 31, 2025, we had total assets of approximately $49.3 million with total stockholders’ equity of $30.5 million.

We
serve a highly diversified customer base across many industry verticals including pharmaceutical and healthcare, manufacturing, gaming,
technology, finance, construction and consumer goods. Many of our customers are household names and include some of the largest corporations
in the world.

Our
sales increased 40.6% year-over-year in 2025 compared to 2024, which was primarily due to higher spending from existing clients as well
as business from new customers. Additionally, we benefited from the acquisition of substantially all of the assets (the “Gander
Group Assets”) of Bangarang Enterprises, LLC, a California limited liability company (d/b/a Gander Group) (“Gander Group”),
in August 2024.

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Our
headquarters are located at Quincy, Massachusetts, with additional offices located in Warsaw, Indiana; Mt. Pleasant, South Carolina;
Walpole, Massachusetts; Tomball, TX; and Irvine, California. We also have sales representatives in 22 additional locations across the
United States and a network of service providers in the U.S. and abroad, including factories, decorators, printers, logistics firms,
and warehouses.

Our
Industry

Overview
of Promotional Products Market

The
promotional products industry is large yet highly-fragmented, with thousands of smaller participants and indications of a lack of market
power in any one firm or group of firms. The industry has generally experienced growth as businesses continuously invest in sophisticated
marketing campaigns involving multiple types of advertising. Promotional products are items used to promote a product, service or company
program including advertising specialties, premiums, incentives, business gifts, awards, prizes, commemoratives and other imprinted or
decorated items. They are usually given away by companies to consumers or employees. The largest promotional products trade organizations
are ASI and PPAI.

U.S.
Promotional Products is a Large and Growing Market

According
to ASI, the market for promotional products sales reached a record high of $27.7 billion in 2025. Moreover, the promotional products
market is only one segment of a total addressable market of possibly up to $410 billion, based on the size of the promotional products
market ($27.7 billion in 2025 according to ASI); the product packaging market ($185 billion as of 2021, according to Mordor Intelligence,
a leading market intelligence and advisory firm); the loyalty incentive programs market ($90 billion annually according to the Incentive
Marketing Association, the umbrella organization for suppliers in the incentive marketplace); the printing market ($86.6 billion projected
for 2026, according to IBISWorld, an industry research provider); and the trade show and conference planning market ($24.2 billion projected
for 2025, according to IBISWorld).

The
Promotional Products Industry Is Resilient To Other Forms of Advertising

The
promotional products industry is relatively insulated from other forms of advertising such as television and digital advertising. Although
promotional products compete for space within an advertising budget with other forms of advertising, particularly online advertising,
they offer distinct benefits, particularly due to their physical nature, which may help distributors and suppliers continue to sell these
products and related services despite these budgetary pressures. Data shows that promotional products are more effective in generating
brand recognition and sales than other forms of advertising, including television and online advertisements. These factors help shield
established industry firms like ours from the technological and competitive disruption experienced by other types of media advertisers.

The
Promotional Products Industry is Highly Fragmented

The
promotional products industry is also highly fragmented. As of 2025, the firm with the greatest percentage of industry sales generated
$1.4 billion in sales but made up only approximately 4.9% of the $27.7 billion in sales generated in 2025 by promotional products distributors,
based on information reported by ASI and the firm itself. As a group, the top 40 distributors had approximately 38.5% market share as
of 2025, based on total sales of approximately $10.2 billion out of total promotional products distributors’ revenues for 2024
of $26.6 billion, based on ASI’s reports.

Unlike
our company, which provides comprehensive solutions to complex promotional and branding challenges, we view most of our competitors as
generally falling into one of the five categories below:

● Online
e-tailer. Heavily rely on marketing and online advertising to sell directly to businesses,
offering little or no strategic support or program infrastructure.

● Franchise
Model. Consists of many smaller firms or independent representatives without a consistent
strategic vision. They do not offer consistent pricing and have fragmented service capabilities.

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● Large
and Inflexible. Focus on large enterprise customers, struggling to serve the needs of
smaller spend opportunities (less than $3 million annually). They tend to lack in delivering
a high level of service and are limited in their ability to react to changes in the market.

● Non-Core
Offering. Offer promotional merchandise as an add-on to their core business or have grown
through acquisition without any unification strategy.

● Small
Mom-and-Pop. Have little or no infrastructure or executive oversight. Do not have the
financial backing, technology, or infrastructure to support growth or ability to execute
comprehensive marketing programs or large opportunities.

Promotional
Products are a High-impact, Cost-effective Advertising Medium

Because
promotional products are useful and appreciated by recipients, they are retained and used, repeating the imprinted message many times
without added cost to the advertiser. ASI’s Global Ad Impressions Study, 2023 Edition, reported:

● Promotional
products are the most highly regarded form of advertising, more than newspapers, radio, magazine,
television, internet, or mobile ads.

● Up
to 85% of promotional products recipients remember the advertiser worldwide.

● Over
60% of consumers who received outwear and drinkware as promotional products report they would
keep the items for two years or longer, suggesting that businesses using promotional products
may generate long-term revenues and other valuable goodwill from them.

According
to Product Power 2026, a consumer research study conducted by PPAI among more than 5,000 respondents in the United States, branded
merchandise is increasingly associated with personal relevance, appealing design, and emotional connection. The study found that promotional
products are often perceived as meaningful experiences rather than simple giveaways. Approximately 83% of consumers reported that receiving
a promotional product makes them feel appreciated, and about 90% indicated that such items positively influence their perception of the
brand. In addition, roughly 72% of respondents linked branded merchandise with positive emotions, including feelings of pride, belonging,
and gratitude. PPAI’s research suggests that these emotional responses can contribute to stronger brand recall and retention, two
factors that are widely recognized as important drivers of long-term brand engagement.

Competitive
Strengths

We
believe our key competitive strengths include:

● Superior
and Distinctive Technology. We have invested in sophisticated, efficient ordering and
logistics technology that provides order processing, warehousing and fulfillment functions.
We continue to invest in our technology infrastructure, including many customized solutions
developed on Adobe Inc. (“Adobe”)’s open-source e-commerce platform, Magento
Open Source. We have also invested in an internal commercial Enterprise Resource Planning
(ERP) system, Oracle/NetSuite’s NetSuite ERP, which is expected to enhance the process
of gathering and organizing the business data of our company through an integrated software
suite, and was launched in the first half of 2025. Additional NetSuite phases will be planned
and rolled out in the future as necessary.

● Leading
Market Position. Our over 30 years’ history and size make us a leader in the U.S.
promotional products industry. We believe that the key benefits of our scale include an ability
to efficiently implement large and intensive programs; an ability to invest in sales tools
and technologies to support our customers; and operating efficiencies from our scalable infrastructure.
We believe our market position and scale enhances our ability to increase sales to existing
customers, attract new customers and enter into new markets.

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● Extensive
Network. We have developed a deep network of collaborator factories, decorators, printers,
and warehouses around the globe. This network helps us find the right solution to meet our
customers’ needs, whether they are financial, timing, geographic, or brand goals. This
model provides the flexibility to proactively manage our customers’ promotional needs
efficiently. As a result, we believe that we have an excellent reputation with our customers
for providing a high level of prompt customer service.

● Customer-Centric
Approach. Our customer-centric approach is what has fueled our growth since our inception
and our early adoption of technology to solve challenges for our clients set us apart in
our early growth. We strive to understand the goals and challenges that our customers face,
building unique solutions and seeing each campaign through to completion as an extension
of their team.

● Diversified
Customer Base. We sell our products to over 2,000 active customers and over 30 Fortune
500 companies, including long-standing programs with recurring revenue coming from well-recognized
brands and companies. Our largest customer accounted for 7.2% and 8.4% of overall revenue
during 2025 and 2024, respectively. Our top 10 customers in 2025 and 2024 contributed 35.7%
and 38.1% of revenue, respectively. Our customers span many industries, including pharmaceutical
and healthcare, manufacturing, gaming, technology, finance, construction and consumer goods.

● Experienced
Senior Management Team. Our senior management team, led by our co-founder and Chief Executive
Officer and President, Andrew Shape, is comprised of seasoned industry professionals and
veterans of our company. Our senior management has an average of over 20 years of experience
in the promotional products industry.

● Asset
Acquisition Experience. We have made six business asset acquisitions over the past six
years. Each of these acquisitions has provided a strategic or operational advantage, such
as an expanded geographic footprint into a new market or industry vertical, or alternatively
provided new operational capabilities such as a warehouse with fulfillment or kitting capabilities.
Our experience of identifying target acquisitions and integrating them into our organization
further enhances our profile within the promotional products industry. We continue to explore
and pursue additional acquisition opportunities that are appropriate. Please see “Growth
Strategies – Selectively Pursue Acquisitions” below for a discussion of our asset
acquisition strategy.

Growth
Strategies

The
key elements of our strategy to grow our business include:

● Selectively
Pursue Acquisitions. We believe that we are well-suited to capitalize on opportunities
to acquire businesses with key customer relationships or have other value-added products
or services that complement our current offerings. Our acquisition strategy consists of increasing
our share in existing markets, adding a presence in new or complementary regions, utilizing
our scale to realize cost savings, and acquiring businesses offering synergistic services
such as printing, packaging, POS displays, loyalty and incentive program management, and
decoration, or offering additional differentiators. We also have experience acquiring and
integrating six complementary businesses. See “Competitive Strengths – Asset
Acquisition Experience”.

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We
believe that this strategy and experience will help us to pursue suitable acquisition opportunities in the future and integrate them
successfully. Consistent with this strategy, we continue to evaluate potential acquisition targets, particularly with the following attributes:

○ Geographic
balance, with a focus on acquiring a company in the branded merchandise space based in the
southern and western United States in the $5-10 million revenue range; and

○ Businesses
with complimentary offerings to increase Stran’s portfolio of services and depth of
expertise in these additional industries: Packaging; Loyalty & Incentive; Decorators
(for screen printer, embroidery, direct-to-garment, rub-on transfers, etc.); and Event/Tradeshow
Services.

● Innovate
and Invest in Technology. We continue to invest in upgrades to our platform for customers’
promotional e-commerce objectives, including customizable and scalable features, developed
on Adobe’s open-source e-commerce platform, Magento Open Source. We have also invested
in an internal commercial Enterprise Resource Planning (ERP) system, Oracle/NetSuite’s NetSuite
ERP, which is expected to enhance the process of gathering and organizing the business data
of our Company through an integrated software suite, and was launched in the first half of
2025. Additional NetSuite phases will be planned and rolled out in the future as necessary.
We believe that it is necessary to continue focusing on the buildout of our technology offerings
in order to meet the evolving needs of our customers. Additionally, our strong technology
platform will support our acquisition strategy to integrate acquired businesses into our
existing platforms. We intend to continue making significant investments in research and
development and hiring top technical talent.

● New
Client Development. Our sales and marketing teams are tasked with continuously growing
their books of business by nurturing existing business relationships while actively seeking
new opportunities with new customers. We will continue to promote and ask for referrals from
satisfied customers who often refer us to other potential clients. We continuously seek to
build our sales force through hiring of experienced individuals with established books of
business as well as hiring less experienced individuals that we hope to develop into productive
sales representatives. As we continue to grow, we are hiring sales representatives in different
geographies across the U.S. that further diversify our customer base and attract new customers.
We will continue to build sales and marketing campaigns to promote Stran, including social
media, search engine optimization (SEO), HubSpot Inbound Marketing, and other alternative
platforms. We also plan to continue to identify and exhibit at appropriate tradeshows, conferences,
and events where we have had success.

● Develop
and Penetrate Customer Base. We plan to further expand and leverage our sales force
and broad product and service offering to upsell and cross-sell to both develop new clients
and further penetrate our existing customer base. Many of our services work together and
build on each other to offer greater control and consistency of our customers’ brands
as well as improved efficiency and ease of use for their team. Our goal is to become an extension
of our customers’ team and to support their organizations in using physically branded
products in the most effective means possible. For example, we can offer a one-stop solution
for all tradeshow and event asset management objectives. From pre-show mailings to special
event materials, we can help design as well as produce and manage all tradeshow materials
and processes from start to finish. With multiple warehouses strategically located throughout
the United States, we offer logistics solutions and expertise to effectively fulfill customers’
events needs across the country. The internal inventory-management version of our e-commerce
platform provides the ability to manage not only a customer’s assets for its booth
or event setup, but also its literature, giveaways, and more. We will ship out all assets
with return labels for post-show logistics and establish standard operating procedures for
every asset to be returned back into inventory.

Other
strategies that we plan to implement to expand our customer base with expanded sales staff and technology resources include:

○ Convert
Transactional Customers to Programs. For the Stran & Company, Inc. operating
segment, the majority of our revenue is derived from program business, although only a small
percentage of our customers are considered programmatic. For the years 2025 and 2024, program
clients accounted for 83.0% and 83.3% of total revenue, respectively. Less than 350 of our
more than 2,000 active customers are considered to be program clients. With a larger sales
force and other resources, we believe we can convert more of our customer base from transactional
customers into program clients with much greater revenue potential. 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.
Program customers are typically geared towards longer-lasting relationships that help secure
recurring revenue well into the future.

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○ Strengthen
Marketing and Social Media Outreach. We plan to expand sales and marketing tools
and campaigns to promote the Company, and enhancing our digital marketing efforts, including
paid search advertising, search engine optimization (SEO), social media platforms, such as
Instagram and LinkedIn, and other alternative marketing platforms.

○ Tradeshows
and Events. We plan to strategically increase our exhibitor presence at appropriate
shows and events such as ProcureCon Marketing, Association of National Advertisers Masters
of B2B Conference, National Beer Wholesalers Association (NBWA), Bar Convent Brooklyn, New
England Cannabis Convention (NECANN), and one or more HR focused show(s). In addition, Gander
Group is a registered exhibitor at the Indian Gaming Tradeshow and Convention.

○ Extend
Relationships. We plan to identify and approach more print, fulfillment, and agency
collaborators to sell into their customer base. This includes a new initiative of Stran Digital
Solutions, an integrated marketing platform that combines digital asset management, sales
enablement, CRM-connected workflows, web-to-print functionality, and data-driven direct mail
into a single, unified solution.

○ Referrals.
We believe we will generate more customer referrals by offering an enhanced loyalty and customer
incentive program.

Products
and Services

Overview

Since
our inception over 30 years ago, we have provided clients with marketing services that help drive sales, and make an impact using custom-branded
merchandise, commercial print, loyalty and incentive programs, packaging and POS solutions while providing a technology solution to deliver
these products and services efficiently via our warehouse and fulfillment system.

Our
value to our customers is to be an extension of their own teams. We work to understand the different business and marketing goals of
each customer and provide solutions that incorporate technology, human capital, and physical branded goods to solve their business challenges.
This model of outsourced combined marketing and program-management services is unique in the promotional products industry, which is
dominated by online e-tailers, franchisees, and mom-and-pop businesses. To achieve this value, we have built the internal resources,
knowledge, and processes to support our clients with more than just commodity items.

We
are both program managers and creative marketers, having developed multiple teams within our organization to specialize and focus our
efforts on supporting customers with the specific support that they need:

● Operations
and e-commerce teams create custom-tailored technology solutions that enable our clients
to view, manage and distribute branded merchandise to their appropriate audience in an efficient
and cost-effective manner.

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● Account
teams work with client stakeholders to understand goals, objectives, marketing and human-resources
initiatives, and the ongoing management of the account.

● In-house
creative agency and product merchandising teams support the account team to provide unique
and custom product ideas along with additional design services such as billboards, annual
reports, and digital ad assets.

● Merchandising
team as well as members of our account teams attend trade shows domestically and internationally
across a variety of markets, allowing us to provide a diverse assortment of product offerings
to our clients.

● Technology
and program teams offer technology solutions to help efficiently manage the order process,
view products and inventory available, distribute products in the most cost-effective manner,
and provide reports and metrics on the activity of the account.

We
work closely with industrial designers of several of our key collaborators to understand the research and trends that are influencing
product development in the six- to 18-month window ensuring that our team is up-to-date on trends in the industry.

Promotional
Product Programs

We
run complex corporate promotional marketing programs for clients across many different industry verticals. Most of our clients take advantage
of all the services we provide; however, at the core of every program are the promotional products themselves. Our team works diligently
to stay on point with the current trends so our clients’ branded products are relevant. We distribute a wide variety of promotional
products to our customers, with the most popular promotional products including wearables, writing utensils, drinkware, technology and
events-related products.

Loyalty
and Incentives Programs

We
build custom solutions for customers looking to drive either customer or employee behavior. We help our customers build a customer loyalty
program or an employee incentive program that meets each customer’s specific needs. Our solutions can include gamification tools,
social media integration, and a points-based plan that rewards clients’ users with a combination of physical products, digital
rewards, gift cards, and experiential rewards nurturing loyalty to their brand. For example, we worked closely with a global producer
of vaccines and medicines for animals, to design and implement a two-tier incentive program in which, on one tier, veterinarians were
incentivized to purchase from our customer through providing them with promotional branded products, and, on a second tier, a loyalty
points program featuring prepaid debit card rewards for end-user pet owners who buy their products.

In
developing our loyalty and incentive offering, Stran has taken a similar approach as we have in other areas of our business. Instead
of developing our own internal solutions organically, we have sought out relationships with businesses with a variety of offerings that
meet the very different needs of each of our customers. By using a collection of third-party providers, we are able to offer a more robust
technology solution that meets the constantly evolving and changing needs of our incentive users.

Packaging
and Point of Sale

Presentation
makes all the difference. Clever and custom packaging and POS displays are essential for elevating brand awareness and critical for driving
sales. From packaging of corporate merchandise and promotional products to developing custom POS displays, clients come to us when they
want to stand out and show the quality that their brands offer. We produce custom packaging and POS projects domestically as well as
overseas for larger-run custom programs for many of our clients.

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Commercial
and Digital Printing

Printed
informational materials used for marketing, or marketing collateral, such as business cards and brochures, are an essential component
to effectively conveying information and marketing messages, and arguably all businesses use some form of marketing collateral. Our new
Digital Solutions initiative supports increasing client demand for quick-turn, small-batch digital printing, centralized brand asset
management, CRM-integrated campaign execution, and self-service ordering portals. When a customer needs print collateral, our digital
print-on-demand options route their orders through our technology platform and to our network of commercial printers to ensure that our
customers can print each piece of collateral in the most effective and efficient manner. By offering print management with our promotional
branded merchandise solutions, we help our customers create impactful presentations and mailings through the most efficient processes.

Warehouse
and Fulfillment

We
offer a global solution for warehousing and fulfillment through a network of fulfillment providers including a 15-year relationship with
industry leader Harte Hanks. These long-standing, strategic relationships provide our clients with process-driven fulfillment solutions
that are scalable to meet client needs including real-time inventory reporting, climate-controlled facilities, high-value product security,
storage, digital print-on-demand, and direct-mail solutions. Our custom front-end technology solution is directly integrated with the
warehouse management software of our strategic global warehouse collaborators.

In
addition to continuing to use our third-party logistics partners like Harte Hanks, we have expanded our in-house warehouse, decoration,
and fulfillment capabilities. Our acquisition of the business and assets of T R Miller Co., Inc., a Massachusetts corporation (“T
R Miller”), provides us with an approximately 25,000-square-foot warehouse, production, and distribution center in Walpole, Massachusetts.
We leverage this facility to offer our customers specialty fulfillment, kitting, and warehousing, allowing us greater control and flexibility
to meet the complex demands of our customers.

Technology

Our
custom-developed e-commerce Magento Open Source platform allows our customers to manage all facets of their marketing program, linking
branded merchandise, print, event assets, customer relationship management, or CRM, loyalty and incentives in a single solution. Our
platform creates cost savings, increasing market efficiencies and brand consistency. With real-time accessibility to the necessary data
to operate a complex demanding marketing program including hierarchy user profile groups, multi-lingual, multi-currency, multi-checkout
methods and integration into many major ERP systems (SAP ERP, NetSuite ERP, Workday, etc.). Our on-demand mobile reporting dashboard
capabilities allows the ability for self-service access within our systems empowering clients with raw data to make informed decisions
for their program.

We
have also invested in an internal commercial Enterprise Resource Planning (ERP) system, Oracle/NetSuite’s NetSuite ERP, which is
expected to enhance the process of gathering and organizing the business data of our company through an integrated software suite, and
was launched in the first half of 2025. Additional NetSuite phases will be planned and rolled out in the future as necessary. NetSuite
combines accounting, order management, inventory, CRM, and presentation functionality. We believe that this ERP will reduce inefficiencies,
expenses and headcount, automate current manual processes, and potentially contribute to growing net revenues.

Human
Capital and Culture

We
are more than an efficient distributor or supplier, and we offer our customers more than just products. We help them achieve their marketing
and business goals using branded merchandise supported with technology, logistics, creative services, and account support. In order to
provide all of these value-added services, we must leverage and cultivate the talent of our employees.

As
an organization we encourage our team to engage with professional development opportunities. These opportunities include online courses,
webinars, training sessions, and participation in various networking and professional development groups. As such we currently have a
member of our team who serves on the board of directors for NEPPA (New England Promotional Products Association), a regional trade association,
as well as a member of Chief, a network of 20,000 women executives, representing 10,000 companies and 77% of the Fortune 100, designed
specifically for women executives to strengthen their leadership and maximize their business impact. Empowering our team to
grow their own careers helps ensure that we are more knowledgeable, experienced, and engaged.

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Pricing

As
a large and growing firm with over 500 suppliers and due to our membership in Facilisgroup, Stran has the purchasing power to receive
advantageous pricing, helping us with price-sensitive bids. Facilisgroup, a buying group of fewer than 1% of distributors in the industry,
processed over $1.5 billion of sales in 2024. Pursuant to our Sublicense Agreement, we may access Facilisgroup’s @ease proprietary
software tools for promotional products business management and analysis and a white labelled, managed, product website which we may
use to sell promotional products under our brand. We may also access its “Signature Collection” website which Facilisgroup
promises offers the best products and margins.

In
addition to this competitive buying power, Stran has developed factory direct relationships with multiple factories in the U.S. and overseas.
These direct relationships require additional vetting, longer production times, and larger production runs. However, we work to blend
production from factory direct manufacturing with our other suppliers to continue to drive costs down on commodity-based items. We compete
regularly with larger competitors and maintain healthy margins using this strategy for sourcing and procuring products.

Supplier
and Fulfillment Relationships

We
have formed strategic relationships with fulfillment and commercial print providers in the United States in order to effectively warehouse
and distribute merchandise from one or more of our warehouse facilities depending on our customer’s requirements. For over 30 years,
we have developed these strategic relationships in order to offer our clients a powerful solution for their branded merchandise needs.
Together, we have experience in developing custom marketing solutions for our clients and regularly kit together promotional printed
items and branded product into a single package. Our expertise in product development and sourcing, technology development, and program
management combined with our various collaborators’ superior warehousing, logistics, fulfillment, distribution and print services
are a competitive advantage.

We
offer a global solution for warehousing and fulfillment through a network of fulfillment providers including a 15-year relationship with
industry leader Harte Hanks. We buy products and certain raw materials from a supplier network of factories, both domestic and international,
as needed. We also outsource certain technology services such as web hosting and data backup. We do not believe that we are dependent
on any supplier. Should any of these suppliers terminate their relationship with us or fail to provide the agreed-on services, we believe
that there would be sufficient alternatives to continue to meet customer demand and comply with our contractual obligations without interruption.

Marketing

We
have a direct sales team consisting of over 50 outside sales representatives and 25 in-house sales representatives. We incentivize our
representatives with a competitive compensation, incentive, and commission structure.

Our
marketing approach combines the sales funnel concept of the marketing process with digital and in-person marketing efforts. We market
to a large number of prospects at the top of the sales funnel to make them aware of our business and our products and services by combining
lead-generation activities with digital marketing, including website content, SEO, paid ads, and email list promotions, and in-person
activities including tradeshow and other events. We use targeted emails, social media messages, and other digital and in-person lead-nurturing
activities, develop case studies, and apply other digital and in-person sales tools to market to prospects that demonstrate interest
in our business. For prospects that demonstrate readiness to buy and reach the bottom of the sales funnel, we use tools such as sales
presentations, sales proposals, and sell sheets.

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Our
efforts in in-person marketing include expanding the number of tradeshows and conferences that we attend and sponsor across different
industry verticals. At these tradeshows, we plan to target representatives of specific industry verticals, such as the beverage industry
or the gaming market, and a variety of professionals attending events focused in the areas of marketing or procurement development.

In
addition to efforts to develop new business opportunities, our marketing team works closely with our sales team and our managers to develop
opportunities from existing customer accounts. With existing customers, we are seeking to cross-sell and expand our services to encompass
all employee, customer, and partner loyalty and engagement programs that are designed to reward loyalty through a combination of premium
products, branded merchandise, and digital and experiential rewards.

Customers
and Markets

Stran’s
customer base includes approximately 2,000 active customers and over 30 Fortune 500 companies, servicing a diverse customer base, encompassing
pharmaceutical and healthcare, manufacturing, gaming, technology, finance, construction and consumer goods. 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 subcontractor.
We have long-term contracts with many of our customers, though most do not have minimum guarantees. We have ongoing contracts with clientele
in such industries as financial services, casino gaming, consumer packaged goods, retail clothing and accessories, pet food and medicine,
fitness, childcare, retail hardware, fast food franchises, healthcare, and environmental services. Contracts are often multi-year and
auto-renewing. Our average contract lifespan is approximately 10 years. Alternatively, we do have inventory guarantees where the customer
must purchase any inventory held by us that has been purchased on their behalf within the contractual time periods. Our active customers
may be broken into two main categories, transactional clients and program clients.

During
2025, sales to our largest two customers were 7.2% and 5.2% of total revenue, respectively. During 2024, sales to our largest two customers
were 8.4% and 6.8% of total revenue, respectively. All other customers generated less than 5% of sales, and the vast majority generated
less than 1% of sales.

While
our customer contracts are typically auto-renewing and we have many long-term established customer relationships, most of our customer
contracts do not have any minimum or exclusive purchase guarantees, other than as to inventory already ordered by them or their program
participants. There is no assurance of recurring revenues. We are not dependent on any particular customer or group of customers, and
our highest-grossing contracts may change from year to year due to client brand initiatives.

We
do business principally with customers based in the United States, although we also provide e-store, logistical support and other promotional
services for client programs in Canada and Europe.

Online
Store

We
have been a leader in the use of technology to offer our clients an online platform to more efficiently manage their promotional marketing
programs and to give them the ability to sell branded merchandise directly to consumers. We launched our first online store for one of
our clients in 1999. Today we offer a custom-built technology platform which offers a B2C (business-to-consumer) retail shopping experience
combined with all of the back-end functionality required of a powerful B2B (business-to-business) marketing services platform. Our technology
platform services over 280 online stores for our clients.

Our
Online Store Account Managers are responsible for ensuring that our stores are up to date with all products, images, and descriptions.
As new products are approved to be added to the online store, our account manager will work the appropriate resources to prep the images,
write the descriptions and upload the images. Typically, this process will take 24-48 hours. For inventoried products, we typically do
not make the products live on the website until they have been received into inventory and are ready to be fulfilled.

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If
there is an issue with an online store, we have dedicated account-specific customer service teams who support all aspects of order fulfillment
that the user can contact to help resolve. If there is a back-order situation where an order would not be able to ship complete or on
time, the appropriate team will review the order and advise the customer on the best and timeliest options to fulfill the order.

Competition

Our
major competitors include companies such as 4Imprint Group plc (LSE: FOUR.L), Brand Addition Limited (The Pebble Group plc) (LSE: PEBB),
BAMKO LLC (Superior Group of Companies, Inc.) (Nasdaq: SGC), Staples Promotional Products (Staples, Inc.), Boundless Network, Inc., Custom
Ink, Cimpress plc (Nasdaq: CMPR), HALO Branded Solutions, Inc., Imagine This (Shye West, Inc.), Power Promotions, Inc. and Global Promotional
Sourcing, LLC. We also compete with a multitude of foreign, regional and local competitors that vary by market. If our existing or future
competitors seek to gain or retain market share by reducing prices, we may be required to lower our prices, which would adversely affect
our operating results. Similarly, if customers or potential customers perceive the products or services offered by our existing or future
competitors to be of higher quality than ours or part of a broader product mix, our revenues may decline, which would adversely affect
our operating results.

Our
Program Management

We
are experienced and industry-leading program managers who integrate all aspects of a successful program. Our program team works hand
in hand with our account teams to drive the processes and procedures that ensure we are effectively managing our programs. For Stran,
program management is built upon six key building blocks:

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● Creative
Products. We approach promotional marketing, branded merchandise, and loyalty and
incentives with the structure and vision of an ad agency. We have built a robust creative
and merchandising team that works collaboratively with our account teams to bring fresh ideas
and identify future trends for each of our program clients. We proactively develop merchandising
plans, source products, offer individual personalization, understand trends, and make continuous
improvements to the product offering based on user demand and marketing goals. We also offer
multiple procurement methods within the same platform. These include inventoried products,
made-to-order products, and personalized products. Our approach is to utilize all three procurement
methods within a single program to take advantage of the benefits each method offers. In
addition to these three procurement models, Stran has developed strong factory direct relationships
with factories around the globe. We utilize these relationships to help drive down costs
for our clients. In order to ensure that we can bring products to market quickly and reduce
the possibility of backorders, Stran uses a blended approach to sourcing. We work with our
domestic supply base to bookend our overseas inventory purchases. Stran purchases and owns
inventory for many clients. This benefits our customers by allowing for budget flexibility
and a pay-as-you-go model, resulting in reduced upfront costs and streamlined accounting
and reporting.

● Robust
Technology. We have developed our own custom technology platform based on
Magento Open Source, an open-source software e-commerce platform. Using Magento we have been
able to build a custom solution that meets the very distinctive needs of each of our clients.
Stran is constantly making improvements and enhancements to our technology offerings. Client
stores feature the ability to purchase a combination of inventoried products in addition
to on-demand, and personalized products. The front-end responsive design ensures an impressive
mobile experience. Our platform is user-friendly and easy to use while robust enough to offer
many of the requirements needed in a traditional B2B solution. The requirements can include
allocation to cost centers, departments, or general ledger codes; approval hierarchies; varied
product selection or pricing by user group; and robust reporting. Our custom-built platform
is also tied directly into our fulfillment center system for streamlined flow of data and
we are capable of tying our platform into third party software such as Salesforce as well
as accounting and procurement software.

● Global
Distribution. We offer a global solution for warehousing and fulfillment through
a network of industry-leading fulfillment providers including a close working relationship
with Harte Hanks, an industry leader in warehousing, fulfillment, print-on-demand, direct
mail, and kitting. The relationship between Stran and Harte Hanks has been fine-tuned over
a 15-year period and allows Stran to do what we do best, which is the creativity, product
procurement, technology and account management while allowing Harte Hanks to do what they
do best, which is process-driven fulfillment. Through our longstanding relationship with
Harte Hanks we have developed integrated account management teams which ensures that while
the customer has a large and diverse account team to support all their program needs, they
also have a single account director responsible for all aspects of their program.

Under
our agreement with Harte Hanks, as amended and supplemented, we may subcontract to Harte Hanks one or multiple functions as appropriate,
such as e-store website setup; ongoing website inventory management services; monthly account management services; and print-on-demand,
warehousing, fulfillment, pick/pack/ship, and other inventory management services. Costs and fees depend on types of services provided
and any special or custom work that we request on behalf of our customers.

In
addition to continuing to use our third-party logistics partners like Harte Hanks, we are expanding our in-house warehouse, decoration,
and fulfillment capabilities. Our acquisition of the business and assets of T R Miller provides us with an approximately 25,000-square-foot
warehouse, production, and distribution center in Walpole, Massachusetts. We leverage this facility to offer our customers specialty
fulfillment, kitting, and warehousing, allowing us greater control and flexibility to meet the complex demands of our customers.

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● Proactive
Customer Services. Customer service is a key component of the overall success of
an organization. Each account is assigned a single dedicated account director who is responsible
for all aspects of the customer’s program. This account director is supported by an
online store account manager, a special-order account manager, a fulfillment account manager,
account coordinators, a merchandiser, art team support, operations team support, and accounting
support. The customer’s account director works with program stakeholders on weekly
status calls, quarterly business reviews and an annual review. We also use customer feedback
surveys periodically to gain insight from the power users of the customer’ program
and we have a formal corrective action process to address any issues that are not caught
through our proactive efforts.

● Integration.
Offering our clients an industry-leading technology platform that stands alone only adds
so much value. We have worked to ensure that our platform can be easily integrated with as
many other technology platforms used by our clients as possible. This helps our clients in
many different ways depending on the specific integrations. We can integrate with various
CRM or marketing automation platforms to help our clients track and measure who is using
the marketing assets that we provide and how they are performing. We can also integrate with
a number of different accounting and procurement systems. This helps our clients better control
their spend as well as account for their spend. By forming a close working relationship with
worldwide logistics leader Harte Hanks as our warehouse collaborator, we offer the most robust
warehousing, fulfillment, kitting, and other logistics capabilities available domestically
and internationally. In addition to their multiple U.S. locations for warehousing and fulfillment,
Harte Hanks is a leader in print-on-demand and direct mail. Harte Hanks completes over 3
million on-time shipments of time-sensitive materials each year. Being able to integrate
print, product, packaging, kitting, and direct mail, we help our client be more impactful
and efficient with their promotional marketing efforts.

Intellectual
Property

We
conduct our business using the registered trademarks “STRÄN” and “Gander Group” as well as the
registered trade name “Stran Promotional Solutions”. We also use the unregistered logo “STRÄN promotional solutions”.

To
protect our intellectual property, we rely on a combination of laws and regulations, as well as contractual restrictions. Federal trademark
law protects our registered trademark STRÄN and Gander Group and may protect our unregistered logo “STRÄN promotional
solutions”. We also rely on the protection of laws regarding unregistered copyrights for certain content we create and trade secret
laws to protect our proprietary technology including our e-commerce platform and ERP system. To further protect our intellectual property,
we enter into confidentiality agreements with our executive officers and directors.

Seasonality
and Cyclicality

Our
business and the promotional products industry overall is generally subject to some seasonal fluctuations. The final quarter of the calendar
year is generally the strongest due to the holiday selling season and customers exhausting annual marketing budgets, while the first
quarter of the calendar year is generally the weakest due to customers planning their budgets and marketing campaigns for the upcoming
year.

Portions
of the promotional products industry are cyclical in nature. Generally, when economic conditions are favorable, the industry tends to
perform well. When the economy is weak or if there are economic disturbances that create uncertainty with corporate profits, the promotional
products industry tends to experience low or negative growth.

Security

We
regularly receive and store information about our customers, vendors and other third parties. We have programs in place to detect, contain,
and respond to data security incidents. See Item 1C. “Cybersecurity”. However, because the techniques used to obtain
unauthorized access, disable or degrade service, or sabotage systems change frequently and may be difficult to detect for long periods
of time, we may be unable to anticipate these techniques or implement adequate preventive measures. In addition, hardware, software,
or applications we develop or procure from third parties or through open-source solutions may contain defects in design or manufacture
or other problems that could unexpectedly compromise information security. Unauthorized parties may also attempt to gain access to our
systems or facilities, or those of third parties with whom we do business, through fraud, trickery, or other forms of deceiving our team
members, contractors, and vendors.

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Employees

As
of March 13, 2026, we employed 154 full-time employees, 2 part-time employees and 15 independent contractors.

We
do not believe any of our employees are represented by labor unions, and we believe that we have an excellent relationship with our employees.

Regulation

Trade
Regulations

As
disclosed above, our suppliers generally source or manufacture finished goods in parts of the world that may be affected by the imposition
of duties, tariffs or other import regulations by the United States. The Company believes that its redundant network of suppliers provide
sufficient capacity to mitigate any dependency risks from a single supplier.

We
buy promotional products from suppliers or factories both domestically and internationally as needed. We do not depend on any single
supplier. However, if we are unable to continue to obtain our finished products from international locations or if our suppliers are
unable to source raw materials, it could significantly disrupt our business. Further, we are affected by economic, political and other
conditions in the United States and internationally, including those resulting in the imposition or increase of import duties, tariffs
and other import regulations and widespread health emergencies, which could have a material adverse effect on our business.

Laws
and Regulations Relating to E-Commerce

Our
business is subject to a variety of laws and regulations applicable to companies conducting business on the internet. Jurisdictions vary
as to how, or whether, existing laws governing areas such as personal privacy and data security, consumer protection or sales and other
taxes, among other areas, apply to the internet and e-commerce, and these laws are continually evolving. For example, certain applicable
privacy laws and regulations require us to provide customers with our policies on sharing information with third parties, and advance
notice of any changes to these policies. Related laws may govern the manner in which we store or transfer sensitive information or impose
obligations on us in the event of a security breach or inadvertent disclosure of such information. Additionally, tax regulations in jurisdictions
where we do not currently collect state or local taxes may subject us to the obligation to collect and remit such taxes, or to additional
taxes, or to requirements intended to assist jurisdictions with their tax collection efforts.

The
production, distribution and sale in the United States of many of our products are subject to the Federal Food, Drug, and Cosmetic Act,
the Federal Trade Commission Act, the Lanham Act, state consumer protection laws, competition laws, federal, state and local workplace
health and safety laws, various federal, state and local environmental protection laws, various other federal, state and local statutes
applicable to the production, transportation, sale, safety, advertising, labeling and ingredients of such products, and rules and regulations
adopted pursuant to these laws. Outside the United States, the distribution and sale of our many products and related operations are
also subject to numerous similar and other statutes and regulations.

We
are subject to various federal, state and local laws and regulations, including but not limited to, laws and regulations relating to
labor and employment, U.S. customs and consumer product safety, including the Consumer Product Safety Improvement Act (the “CPSIA”).
The CPSIA created more stringent safety requirements related to lead and phthalates content in children’s products. The CPSIA regulates
the future manufacture of these items and existing inventories and may cause us to incur losses if we offer for sale or sell any non-compliant
items. Failure to comply with the various regulations applicable to us may result in damage to our reputation, civil and criminal liability,
fines and penalties and increased cost of regulatory compliance. We are also subject to various state consumer protection laws such as
Proposition 65 in California, which requires that a specific warning appear on any product that contains a substance listed by the State
of California as having been found to cause cancer or birth defects, unless the amount of such substance in the product is below a safe
harbor level.

New
legislation or regulation, the application of laws from jurisdictions whose laws do not currently apply to our business, or the application
of existing laws and regulations to the internet and e-commerce generally could result in significant additional taxes on our business.
Further, we could be subject to fines or other payments for any past failures to comply with these requirements. The continued growth
and demand for e-commerce is likely to result in more laws and regulations that impose additional compliance burdens on e-commerce companies.

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Laws
and Regulations Relating to Data Privacy

In
the ordinary course of our business, we might collect and store in our internal and external data centers, cloud services and networks
sensitive data, including our proprietary business information and that of our customers, suppliers and business collaborators, as well
as personal information of our customers and employees. The secure processing, maintenance and transmission of this information is critical
to our operations and business strategy. The number and sophistication of attempted attacks and intrusions that companies have experienced
from third parties has increased over the past few years. Despite our security measures, it is impossible for us to eliminate this risk.

A
number of U.S. states have enacted data privacy and security laws and regulations that govern the collection, use, disclosure, transfer,
storage, disposal, and protection of personal information, such as social security numbers, financial information and other sensitive
personal information. For example, all 50 states and several U.S. territories now have data breach laws that require timely notification
to affected individuals, and at times regulators, credit reporting agencies and other bodies, if a company has experienced the unauthorized
access or acquisition of certain personal information. Other state laws, particularly the California Consumer Privacy Act, as amended
(“CCPA”), among other things, contain disclosure obligations for businesses that collect personal information about residents
in their state and affords those individuals new rights relating to their personal information that may affect our ability to collect
and/or use personal information. Moreover, on January 28, 2022, the California Attorney General announced that certain consumer loyalty
programs are subject to the CCPA, which may affect some of our customers who use our loyalty program services if they are found not to
comply with the CCPA’s requirements. Effective January 1, 2023, we also became subject to the California Privacy Rights Act (the
“CPRA”), which expands upon the consumer data use restrictions, penalties and enforcement provisions under the California
Consumer Privacy Act.

In
addition to California, the following U.S. states have enacted comprehensive consumer privacy protection laws:

● Virginia’s
Consumer Data Protection Act (“VCDPA”) establishes rights for Virginia consumers
to control how companies use individuals’ personal data. The VCDPA dictates how companies
must protect personal data in their possession and respond to consumers exercising their
rights, as prescribed by the law, regarding such personal data. The VCDPA went into effect
on January 1, 2023.

● The
Colorado Privacy Act (the “CPA”) and Connecticut’s An Act Concerning Personal
Data Privacy and Online Monitoring (“CDPA”), effective as of July 1, 2023, are
similar comprehensive consumer privacy laws in Colorado and Connecticut, respectively.

● Effective
as of December 31, 2023, the Utah Consumer Privacy Act (“UCPA”) regulates business
handling of consumers’ personal data in Utah.

● Effective
as of July 1, 2024, the Texas Data Privacy and Security Act (“TDPSA”) and the
Oregon Consumer Privacy Act (“OCPA”) became comprehensive privacy laws in Texas
and Oregon, respectively.

● Effective
as of October 1, 2024, the Montana Consumer Data Privacy Act (“MCDPA”) became
a comprehensive privacy law in Montana.

● Effective
as of January 1, 2025, the Iowa Consumer Privacy Act (“ICPA”), the Delaware Personal
Data Privacy Act (“DPDPA”), the Nebraska Data Privacy Act (“NEDPA”),
the New Hampshire Data Privacy Act (“NHDPA”), became comprehensive privacy laws
in Iowa, Delaware, Nebraska, and New Hampshire, respectively.

● Effective
as of January 15, 2025, the New Jersey Data Protection Act (“NJDPA”) became a
comprehensive privacy law in New Jersey.

● Effective
as of July 1, 2025, the Minnesota Consumer Data Privacy Act (“MCDPA”) and the
Tennessee Information Protection Act (“TIPA”) will become comprehensive privacy
laws in Minnesota and Tennessee, respectively.

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● Effective
as of October 1, 2025, the Maryland Online Data Privacy Act of 2024 (“MODPA”)
will become a comprehensive privacy law in Maryland.

● Effective
as of January 1, 2026, the Indiana Consumer Data Protection Act (“ICDPA”), the
Kentucky Consumer Data Protection Act (“KCDPA”), and the Rhode Island Data Transparency
and Privacy Protection Act (“RIDTPPA”) will become comprehensive privacy laws
in Indiana, Kentucky, and Rhode Island, respectively.

The
European Union (the “EU”) General Data Protection Regulation (“GDPR”) imposes stringent requirements for controllers
and processors of personal data of persons in the EU, including, for example, more robust disclosures to individuals and a strengthened
individual data rights regime, shortened timelines for data breach notifications, limitations on retention of information, increased
requirements pertaining to special categories of data, and additional obligations when we contract with third-party processors in connection
with the processing of the personal data. The GDPR also imposes strict rules on the transfer of personal data out of the EU to the United
States and other third countries. In addition, the GDPR provides that EU member states may make their own further laws and regulations
limiting the processing of personal data.

The
GDPR applies extraterritorially, and we may be subject to the GDPR because of our data processing activities that involve the personal
data of individuals located in the EU, such as in connection with our EU-based students. Failure to comply with the requirements of the
GDPR and the applicable national data protection laws of the EU member states may result in fines of up to €20,000,000 or up to
4% of the total worldwide annual turnover of the preceding financial year, whichever is higher, and other administrative penalties. GDPR
regulations may impose additional responsibility and liability in relation to the personal data that we process, and we may be required
to put in place additional mechanisms to ensure compliance with the new data protection rules.

Following
the withdrawal of the United Kingdom from the EU and the expiry of the transition period, from January 1, 2021, the United Kingdom Data
Protection Act 2018 (“UK GDPR”) retains in large part the GDPR in United Kingdom national law. The UK GDPR mirrors the fines
under the GDPR, e.g., we could be fined up to the greater of €20 million/£17.5 million or 4% of global turnover under each
regime.

The
Controlling the Assault of Non-Solicited Pornography And Marketing Act, as amended (the “CAN-SPAM Act”), and similar laws
adopted by several states, regulate unsolicited commercial emails, create criminal penalties for emails containing fraudulent headers,
and control other abusive online marketing practices. The law also restricts data collection and use in connection with its opt-out process
requirements for senders of commercial emails. Similarly, the U.S. Federal Trade Commission has guidelines that impose responsibilities
on us with respect to communications with consumers and impose fines and liability for failure to comply with rules with respect to advertising
or marketing practices it may deem misleading or deceptive.

The
federal U.S. Children’s Online Privacy Protection Act (“COPPA”), the GDPR, and the UK GDPR impose additional restrictions
on the ability of online services to collect information from minors. In addition, certain states, including Utah and Massachusetts,
have laws that impose criminal penalties on the production and distribution of content that is “harmful to a minor.”

The
interpretation and enforcement of the laws and regulations described above are uncertain and subject to change, and may require substantial
costs to monitor and implement and maintain adequate compliance programs. Failure to comply with U.S. and international data protection
laws and regulations could result in government enforcement actions (which could include substantial civil and/or criminal penalties),
private litigation and/or adverse publicity and could negatively affect our operating results and business.

16

Environmental
Regulations

We
use certain plastic, glass, fabric, metal and other products in our business which may be harmful if released into the environment. In
view of the nature of our business, compliance with federal, state, and local laws regulating the discharge of materials into the environment,
or otherwise relating to the protection of the environment, has had no material effect upon our operations or earnings, and we do not
expect it to have a material impact in the foreseeable future. However, see “Risk Factors – Risks Related to Our Business
and Industry – Increased focus by governments, vendors, stockholders, and customers on sustainability issues, including those related
to climate change, may have a material adverse effect on our business and operations.” and “Risk Factors – Risks
Related to Our Business and Industry – Environmental regulations may impact our future operating results.” for discussion
of material related risks.

Tax
Laws and Regulations

Changes
in tax laws or regulations in the jurisdictions in which we do business, including the United States, or changes in how the tax
laws are interpreted, could further impact our effective tax rate, further restrict our ability to repatriate undistributed offshore
earnings, or impose new restrictions, costs or prohibitions on our current practices and reduce our net income and adversely affect our
cash flows.

We
are also subject to tax audits in the United States and other jurisdictions and our tax positions may be challenged by tax authorities.
Although we believe that our current tax provisions are reasonable and appropriate, there can be no assurance that these items will be
settled for the amounts accrued, that additional tax exposures will not be identified in the future or that additional tax reserves will
not be necessary for any such exposures. Any increase in the amount of taxation incurred as a result of challenges to our tax filing
positions could result in a material adverse effect on our business, results of operations and financial condition.

Other
Regulations

We
are subject to international, federal, national, regional, state, local and other laws and regulations affecting our business, including
those promulgated under the Occupational Safety and Health Act, the Consumer Product Safety Act, the Flammable Fabrics Act, the Textile
Fiber Product Identification Act, the rules and regulations of the Consumer Products Safety Commission, the Food, Drug, and Cosmetic
Act, the Foreign Corrupt Practices Act of 1977 (the “FCPA”), various securities laws and regulations including but not limited
to the Securities Exchange Act of 1934, as amended (the “Exchange Act”), the Securities Act of 1933, as amended (the “Securities
Act”), the Listing Rules of The Nasdaq Stock Market LLC (“Nasdaq”), various labor, workplace and related laws, and
environmental laws and regulations. Failure to comply with such laws and regulations may expose us to potential liability and have an
adverse effect on our results of operations.

Corporate
Structure and History

Our
company was incorporated in Massachusetts on November 17, 1995 under the name “Strän & Company, Inc.” We also use
the registered trade name “Stran Promotional Solutions”.

On
September 26, 2020, we acquired certain assets including the customer account managers and customer base of the Wildman Imprints promotional
products business division of WBG.

On
May 24, 2021, we changed our state of incorporation to the State of Nevada by merging into Stran & Company, Inc., a Nevada corporation
that was incorporated on May 19, 2021, and changed the spelling of our name to “Stran & Company, Inc.” In addition, on
May 24, 2021, our authorized capital stock changed from 200,000 shares of common stock, $0.01 par value, to 350,000,000 shares, consisting
of 300,000,000 shares of Common Stock, $0.0001 par value per share (“common stock”), and 50,000,000 shares of Preferred Stock,
$0.0001 par value per share (“preferred stock”). At the same time, we also completed a 100,000-for-1 forward stock split
of our outstanding common stock through the merger by issuing 100,000 shares of our common stock for each previously outstanding share
of common stock of our predecessor Massachusetts company. As a result of this stock split, our issued and outstanding common stock increased
from 100 shares to 10,000,000 shares, all of which were then held by Andrew Stranberg, our Executive Chairman, Treasurer, Secretary,
and director.

17

Following
our reincorporation in Nevada, on May 24, 2021, Mr. Stranberg was our sole stockholder then holding a total of 10,000,000 shares of our
common stock. On the date of the reincorporation transaction, Mr. Stranberg transferred 3,400,000 shares of common stock to Andrew Shape,
our Chief Executive Officer and President and director, and 800,000 shares of common stock to Randolph Birney, a former executive officer
of the Company, pursuant to stock purchase agreements. The price per share was equal to $0.1985 per share, which was the calculated price
of a share of common stock of the Company as of December 31, 2020 determined through a valuation of the shares of common stock of the
Company dated April 27, 2021. Each of Messrs. Shape and Birney paid the purchase price for the shares to Mr. Stranberg through the delivery
to Mr. Stranberg of a secured promissory note effective as of May 24, 2021. Each of the promissory notes provides for 2% simple annual
interest. Pursuant to an amendment to the promissory notes and the related stock purchase agreements, dated as of May 17, 2024, the principal
and accrued interest must be repaid by each note’s sixth anniversary, May 24, 2027. Each note grants a security interest to Mr.
Stranberg in the transferred shares as to the repayment obligations under the note.

The
stock purchase agreements, as amended, between Mr. Stranberg and Messrs. Shape and Birney provided that the shares are also subject to
a lockup provision providing that one-half of the purchased shares may not be sold until the second anniversary of the date of the stock
purchase agreement, or May 24, 2023; provided, however, that such restriction on transfer will expire at a rate of 1/48th
of the shares subject to the restriction per month over such two-year period. The shares were also subject to a market standoff provision
restricting transfers and other dispositions of the shares as reasonably requested by the Company and its underwriter until the date
that is two years after its initial public offering, which occurred on November 8, 2021. The shares were also formerly subject to a repurchase
right which lapsed upon the occurrence of the initial public offering. Subject to the above remaining restrictions, Messrs. Shape and
Birney may sell the shares subject to the security interest at prevailing market prices so long as such portion of the sale proceeds
as is required under the promissory note to repay the note is so used to repay the note.

On
May 24, 2021, Mr. Stranberg also transferred 700,000 shares of common stock to another third party pursuant to a stock purchase agreement
subject to a different arrangement with Mr. Stranberg from Mr. Shape and Mr. Birney’s.

On
November 12, 2021, the Company completed its initial public offering, in which it sold 4,337,349 units, each unit consisting of one share
of common stock and a publicly-traded warrant to purchase one share of common stock at the initial public offering price of $4.15 per
unit, plus an additional 650,602 shares of common stock and 650,602 publicly-traded warrants pursuant to the exercise of the underwriters’
over-allotment option. Initially, the common stock and publicly-traded warrants had been listed on The Nasdaq Capital Market tier of
Nasdaq under the initial ticker symbols “STRN” and “STRNW”, respectively. Subsequently, we changed the ticker
symbols of the shares and publicly-traded warrants to “SWAG” and “SWAGW”, respectively. Each whole share exercisable
pursuant to the publicly-traded warrants had an initial exercise price per share of $5.1875, equal to 125% of the initial public offering
price. Due to our subsequent private placement of common stock and common stock purchase warrants at a purchase price of $4.97 for one
share and 1.25 warrants combined, after attributing a warrant value of $0.125, the exercise price per share of the publicly-traded warrants
was reduced to $4.81375 as of December 10, 2021. The publicly-traded warrants were immediately exercisable and will expire on the fifth
anniversary of the original issuance date. The units were not certificated. The shares of common stock and publicly-traded warrants were
immediately separable and were issued separately, though they were issued and purchased together as a unit in the offering.

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On
December 10, 2021, we completed a private placement with several investors, wherein a total of 4,371,926 shares of common stock were
issued at a purchase price of $4.97 per share, with each investor also receiving a warrant to purchase up to a number of shares of common
stock equal to 125% of the number of shares of common stock purchased by such investor in the private placement, or a total of 5,464,903
shares, at an exercise price of $4.97 per share, for a total purchase price of approximately $21.7 million. The warrants were immediately
exercisable on the date of issuance, expire five years from the date of issuance and have certain downward-pricing adjustment mechanisms,
including with respect to any subsequent equity sale that is deemed a dilutive issuance, in which case the warrants were subject to a
floor price of $4.80 per share before stockholder approval of the private placement was obtained, and after stockholder approval was
obtained, such floor price would be reduced to $1.00 per share, as set forth in the warrants. On December 10, 2021, the holders of shares
of common stock entitled to vote approximately 65.4% of our outstanding voting stock on December 10, 2021 approved the Company’s
entry into the private placement. We filed preliminary and definitive information statements on Schedule 14C with the Securities and
Exchange Commission (the “SEC”) on December 29, 2021 and January 11, 2022, and delivered copies of the definitive information
statement to stockholders or their nominees on January 12, 2022. On January 31, 2022, the stockholders’ consent became effective
pursuant to Rule 14c-2 under the Exchange Act. As a result, the exercise price of the warrants may be reduced to as low as $1.00 per
share if their downward-pricing adjustment mechanisms become applicable. The warrants issued in this private placement are not registered
for resale or listed on any stock exchange and are subject to restrictions on transfer. We engaged EF Hutton, division of Benchmark Investments,
LLC (“EF Hutton”) as our placement agent for the private placement. We agreed, among other things, to issue the EF Hutton’s
designees warrants to purchase an aggregate of 131,158 shares of common stock, which is equal to 3.0% of the total number of shares issued
in the private placement, at an exercise price of $4.97 per share.

On
January 31, 2022, we acquired substantially all of the assets used in the branding, marketing and promotional products and services business
of G.A.P. Promotions. On August 31, 2022, we acquired substantially all of the assets used in the branding, marketing and promotional
products and services business of Trend Brand Solutions. On December 20, 2022, we acquired substantially all of the assets used in the
branding, marketing and promotional products and services business of Premier NYC. On June 1, 2023, we acquired substantially all of
the assets used in the branding, marketing and promotional products and services business of T R Miller. On August 23, 2024, we acquired
substantially all of the assets used in the casino continuity and loyalty programs products and services business of Gander Group.

As
of March 25, 2026, we had two subsidiaries, Stran Loyalty Solutions and Gander Group Louisiana.

Our
principal executive offices are located at 500 Victory Road, Suite 301, Quincy, MA 02171 and our telephone number is 800-833-3309. We
maintain a website at https://www.stran.com. Information available on our website is not incorporated by reference in and is not deemed
a part of this report. Our fiscal year ends on December 31. Neither we nor any of our predecessors have been in bankruptcy, receivership
or any similar proceeding.

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