Stran & Company, Inc. Stock Compensation Disclosure
| M. | 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 December 31, 2025, the number of shares of common stock available for issuance under the 2021 Plan is 881,712 shares of common stock.
Stock-based compensation expense included the following components:
| Years Ended December 31, | ||||||||
| 2025 | 2024 | |||||||
| Stock options | $ | 25 | $ | 40 | ||||
| Restricted stock | 63 | 88 | ||||||
| $ | 88 | $ | 128 | |||||
All stock-based compensation expense is recorded in general and administrative expense in the consolidated statements of operations.
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 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 four years of continuous service and have 10-year contractual terms.
A summary of option activity under the 2021 Plan as of and for the years ended December 31, 2025 and 2024 is presented below:
Options |
Shares | Weighted Average Exercise Price |
Aggregate Intrinsic Value | |||||||||
| Outstanding at December 31, 2023 | 1,466,062 | $ | 3.98 | $ | ||||||||
| Granted | ||||||||||||
| Forfeited or expired and other adjustments | (89,729 | ) | 3.54 | |||||||||
| Outstanding at December 31, 2024 | 1,376,333 | $ | 4.03 | $ | ||||||||
| Granted | 55,000 | 1.34 | ||||||||||
| Forfeited or expired and other adjustments | (36,833 | ) | 3.80 | |||||||||
| Outstanding at December 31, 2025 | 1,394,500 | $ | 3.89 | $ | 40 | |||||||
| Vested and exercisable at December 31, 2025 | 1,361,510 | $ | 3.96 | $ | 30 | |||||||
The weighted-average remaining contractual term for the options outstanding and exercisable is approximately 6.0 years and 6.0 years, respectively, as of December 31, 2025. As of December 31, 2025, the Company had $15 in unrecognized compensation related to non-vested options to be recognized over the remaining weighted average vesting period of 2.2 years.
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 years ended December 31, 2025 and 2024 is presented below:
| Time-Based Restricted Stock | ||||
| Outstanding (unvested) at December 31, 2023 | 15,736 | |||
| Granted | 54,086 | |||
| Vested | (65,407 | ) | ||
| Forfeited | (415 | ) | ||
| Outstanding (unvested) at December 31, 2024 | 4,000 | |||
| Granted | 277,251 | |||
| Vested | (42,624 | ) | ||
| Forfeited | ||||
| Outstanding (unvested) at December 31, 2025 | 238,627 | |||
As of December 31, 2025, the Company had $416 in unrecognized compensation related to non-vested restricted stock to be recognized over the remaining weighted average vesting period of 2.8 years.
Historical Timeline
| Fiscal Year | Filed | |
|---|---|---|
| 2025 | Mar 25, 2026 | Showing above |
| 2024 | Apr 14, 2025 | |
| 2023 | Mar 28, 2024 | |
About Stock Compensation Disclosures
Stock-based compensation disclosures detail the equity awards granted to employees and executives — including stock options, restricted stock units (RSUs), and performance shares — along with the valuation methods and assumptions used to expense them. This section reveals the true cost of talent retention and the alignment between management incentives and shareholder interests.
Key signals: total unrecognized compensation expense and its expected recognition period signal future earnings headwinds from already-granted awards. For stock options, examine Black-Scholes assumptions — expected volatility, risk-free rate, and expected term — as understating any of these reduces reported compensation expense. Compare stock compensation expense as a percentage of revenue against peers to assess dilution cost. Watch vesting schedules for acceleration clauses tied to change-of-control events. Performance-based awards with undemanding targets may indicate weak governance. Add back stock compensation to operating cash flow to calculate a more conservative free cash flow figure.