Stran & Company, Inc.
For the period ended Sep 30, 2025. Filed Nov 12, 2025.
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A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.
Sep 30, 2025 · Filed Nov 12, 2025
SWAG$1.28-3.0%Stored close · as of Nov 10, 2026
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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 September 30, 2025.
| Period | Total Number of Shares Purchased | Average Price Paid Per Share | Total Number of Shares Purchased as Part of Publicly Announced Plan or Program | Maximum Approximate Dollar Value of Shares that May Yet be Purchased Under the Plan or Program |
|---|---|---|---|---|
| July 1, 2025 - July 31, 2025 | 76,447 | $1.49 | 2,001,906 | $6,357,855 |
| August 1, 2025 - August 31, 2025 | 171,250 | $1.51 | 2,173,156 | $6,098,713 |
| September 1, 2025 - September 30, 2025 | 19,510 | $1.78 | 2,192,666 | $6,063,967 |
| (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”). On May 20, 2022, the Company adopted broker repurchase instructions pursuant to Rule 10b-18, which terminated on May 20, 2023. On June 2, 2023, the Company adopted broker repurchase instructions pursuant to Rule 10b-18, which terminated on June 2, 2024. On May 15, 2025, the Company adopted broker repurchase instructions pursuant to Rule 10b-18, which will terminate on May 15, 2026. On June 30, 2025, the Company adopted broker repurchase instructions pursuant to Rule 10b-18 and Rule 10b5-1 promulgated pursuant to the Exchange Act (“Rule 10b5-1”). Each of the above broker repurchase instructions was adopted in accordance with the restrictions that would apply to the Company if it were subject to the Stran & Company, Inc. Second Amended and Restated Insider Trading Policy (the “Insider Trading Policy”), which generally permits insider purchases of the Company’s stock during the period beginning on the second business day following the day of public release of the Company’s quarterly or annual earnings and ending on the last day of the then-current quarter; repurchases pursuant to a plan that meets the requirements of Rule 10b5-1; or that meet certain other requirements. A copy of the Insider Trading Policy was filed by the Company with the SEC on April 14, 2025 as Exhibit 19.1 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2024. |
| (2) | On August 28, 2025, the Company entered into a Stock Purchase Agreement (the “Stock Purchase Agreement”) with Andrew Shape (the “Seller”), the Company’s President, Chief Executive Officer and a member of its board of directors. Pursuant to the Stock Purchase Agreement, the Company repurchased from the Seller 100,000 shares of the Company’s common stock at a price of $1.47 per share, for an aggregate purchase price of $147,024.22 (the “Repurchase”). The Repurchase was effected under, and counted toward, the Company’s Repurchase Program. Because the Seller is an executive officer and director of the Company and the dollar value of the transaction exceeds the lesser of $120,000 or one percent of the average of the Company’s total assets at year-end for the last two completed fiscal years, the Repurchase constituted an “Interested Transaction” under the Company’s Related Party Transactions Policy (the “Policy”) and a transaction with a “related person” under Item 404(a) of Regulation S-K. In accordance with the Policy and the Nominating and Corporate Governance Committee Charter adopted by the Company’s board of directors, the terms of the Stock Purchase Agreement and the Repurchase were reviewed and unanimously approved by the board of directors’ Nominating and Corporate Governance Committee, which is composed entirely of independent directors, and unanimously approved by the full board of directors, which is composed of a majority of independent directors. |
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