Exhibit 10.1

THE EXCHANGE CONTEMPLATED HEREIN IS INTENDED TO COMPORT WITH THE REQUIREMENTS OF SECTION 3(a)(9) OF THE SECURITIES ACT OF 1933, AS AMENDED.

EXCHANGE AGREEMENT

This Exchange Agreement (this “Agreement”) is entered into as of [*], 2026 by and between Streeterville Capital, LLC, a Utah limited liability company (“Investor”), and American Rebel Holdings, Inc., a Nevada corporation (“Company”).

A. Company previously sold and issued to Investor 2,000 shares of Series E Preferred Stock, par value $0.001 per share (the “Series E Preferred”) pursuant to that certain Note Purchase Agreement entered into as of August 22, 2025.

B. Company and Investor desire to exchange (such exchange is referred to as the “Exchange”) [*] shares of Series E Preferred (the “Preferred Shares”) with an aggregate Stated Value (as such term is defined in the Certificate of Designation of Preferences and Rights of Series E Preferred Stock) of $[*] for [*] shares of Company’s common stock (the “Exchange Shares”), at an effective price per Exchange Share of $[*], according to the terms and conditions of this Agreement.

C. The Exchange will consist of Investor surrendering the Preferred Shares in exchange for the Exchange Shares.

D. Other than the surrender of the Preferred Shares, no consideration of any kind whatsoever shall be given by Investor to Company in connection with this Agreement.

E. Investor and Company now desire to exchange the Preferred Shares for the Exchange Shares on the terms and conditions set forth herein.

NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:

1. Recitals and Definitions. Each of the parties hereto acknowledges and agrees that the recitals set forth above in this Agreement are true and accurate, are contractual in nature, and are hereby incorporated into and made a part of this Agreement.

2. Issuance of Exchange Shares. Pursuant to the terms and conditions of this Agreement, the Exchange Shares will be issued to Investor on or before [*], 2026 (such date, the “Issuance Date”) and the Exchange will occur with Investor surrendering the Preferred Shares to Company on the Issuance Date. On the Issuance Date, the Preferred Shares will be cancelled and all obligations of Company under the Preferred Shares shall be deemed fulfilled. The Exchange Shares be issued in book entry form with Company’s transfer agent.

3. Closing. The closing of the Exchange shall occur on the Effective Date by means of the exchange by express courier and email of .pdf documents, but shall be deemed to have occurred at the offices of Hansen Black Anderson Ashcraft PLLC in Lehi, Utah.

4. Holding Period, Tacking and Legal Opinion. Company represents, warrants and agrees that for the purposes of Rule 144 (“Rule 144”) of the Securities Act of 1933, as amended (the “Securities Act”), the holding period of the Exchange Shares will include Investor’s holding period of the Preferred Shares from August 22, 2025. Company agrees not to take a position contrary to this Section 4 in any document, statement, setting, or situation. The Exchange Shares are being issued in substitution of and exchange for and not in satisfaction of the Preferred Shares. The Exchange Shares shall not constitute a novation or satisfaction and accord of the Preferred Shares. Company acknowledges and understands that the representations and agreements of Company in this Section 4 are a material inducement to Investor’s decision to consummate the transactions contemplated herein.

5. Company’s Representations, Warranties and Agreements. In order to induce Investor to enter into this Agreement, Company, for itself, and for its affiliates, successors and assigns, hereby acknowledges, represents, warrants and agrees as follows: (a) Company has full power and authority to enter into this Agreement and to incur and perform all obligations and covenants contained herein, all of which have been duly authorized by all proper and necessary action, (b) no consent, approval, filing or registration with or notice to any governmental authority is required as a condition to the validity of this Agreement or the performance of any of the obligations of Company hereunder, (c) the Exchange Shares, when issued, will be duly authorized by all necessary corporate action and the Exchange Shares will be validly issued, fully paid and non-assessable, free and clear of all taxes, liens, claims, pledges, mortgages, restrictions, obligations, security interests and encumbrances of any kind, nature and description, (d) Company has not received any consideration in any form whatsoever for entering into this Agreement, other than the surrender of the Preferred Shares, and (e) Company has taken no action which would give rise to any claim by any person for a brokerage commission, placement agent or finder’s fee or other similar payment by Company related to this Agreement.

6. Investor’s Representations, Warranties and Agreements. In order to induce the Company to enter into this Agreement, Investor for itself, and for its affiliates, successors and assigns, hereby acknowledges, represents, warrants and agrees as follows: (a) Investor has full power and authority to enter into this Agreement and to incur and perform all obligations and covenants contained herein, all of which have been duly authorized by all proper and necessary action, (b) no consent, approval, filing or registration with or notice to any governmental authority is required as a condition to the validity of this Agreement or the performance of any of the obligations of Investor hereunder, (c) the Investor understands that the Exchange Shares are being offered and exchanged in reliance on specific exemptions from the registration requirements of United States federal and state securities laws and that the Company is relying in part upon the truth and accuracy of, and the Investor’s compliance with, the representations, warranties, agreements, acknowledgments and understandings of the Investor set forth herein and in the Exchange Documents in order to determine the availability of such exemptions and the eligibility of the Investor to acquire the Exchange Shares, (d) the Investor understands that no United States federal or state agency or any other government or governmental agency has passed on or made any recommendation or endorsement of the the Preferred Shares or the Exchange Shares or the fairness or suitability of the investment in the Preferred Shares or the Exchange Shares nor have such authorities passed upon or endorsed the merits of the offering of the Preferred Shares or the Exchange Shares, (e) the Investor is acquiring the Preferred Shares in the ordinary course of its business, the Investor has such knowledge, sophistication, and experience in business and financial matters so as to be capable of evaluation of the merits and risks of the prospective investment in the Preferred Shares and Exchange Shares and has so evaluated the merits and risk of such investment and the Investor is an “accredited investor” as defined in Regulation D under the Securities Act, (f) the Investor owns the Series E Preferred free and clear of any liens, and (g) the issuance of the Exchange Shares shall not result in the Investor beneficially owning a number of shares of Common Stock, when aggregated with any other shares of Common Stock beneficially owned at such time, that would result in the Investor beneficially owning (as determined in accordance with Section 13(d) of the Securities Exchange Act of 1934, as amended, and the rules promulgated thereunder) more than 4.99% of all of the issued and outstanding shares of Common Stock.

7. Governing Law; Venue. This Agreement shall be construed and enforced in accordance with, and all questions concerning the construction, validity, interpretation and performance of this Agreement shall be governed by, the internal laws of the State of Utah, without giving effect to any choice of law or conflict of law provision or rule (whether of the State of Utah or any other jurisdictions) that would cause the application of the laws of any jurisdictions other than the State of Utah. COMPANY HEREBY IRREVOCABLY WAIVES ANY RIGHT IT MAY HAVE TO, AND AGREES NOT TO REQUEST, A JURY TRIAL FOR THE ADJUDICATION OF ANY DISPUTE HEREUNDER OR IN CONNECTION WITH OR ARISING OUT OF THIS AGREEMENT OR ANY TRANSACTION CONTEMPLATED HEREBY.

8. Counterparts. This Agreement may be executed in any number of counterparts with the same effect as if all signing parties had signed the same document. All counterparts shall be construed together and constitute the same instrument. The exchange of copies of this Agreement and of signature pages by facsimile transmission or other electronic transmission (including email) shall constitute effective execution and delivery of this Agreement as to the parties and may be used in lieu of the original Agreement for all purposes. Signatures of the parties transmitted by facsimile transmission or other electronic transmission (including email) shall be deemed to be their original signatures for all purposes.

9. Attorneys’ Fees. In the event of any arbitration or action at law or in equity to enforce or interpret the terms of this Agreement, the parties agree that the party who is awarded the most money shall be deemed the prevailing party for all purposes and shall therefore be entitled to an additional award of the full amount of the attorneys’ fees and expenses paid by such prevailing party in connection with the arbitration, litigation and/or dispute without reduction or apportionment based upon the individual claims or defenses giving rise to the fees and expenses. Nothing herein shall restrict or impair an arbitrator’s or a court’s power to award fees and expenses for frivolous or bad faith pleading.

10. No Reliance. Company acknowledges and agrees that neither Investor nor any of its officers, directors, members, managers, equity holders, representatives or agents has made any representations or warranties to Company or any of its agents, representatives, officers, directors, or employees except as expressly set forth in this Agreement, in making its decision to enter into the transactions contemplated by this Agreement, Company is not relying on any representation, warranty, covenant or promise of Investor or its officers, directors, members, managers, equity holders, agents or representatives other than as set forth in this Agreement.

11. Severability. If any part of this Agreement is construed to be in violation of any law, such part shall be modified to achieve the objective of the parties to the fullest extent permitted and the balance of this Agreement shall remain in full force and effect.

12. Entire Agreement. This Agreement supersedes all other prior oral or written agreements between Company, Investor, its affiliates and persons acting on its behalf with respect to the matters discussed herein, and this Agreement and the instruments referenced herein contain the entire understanding of the parties with respect to the matters covered herein and therein and, except as specifically set forth herein or therein, neither Investor nor Company makes any representation, warranty, covenant or undertaking with respect to such matters.

13. Amendments. This Agreement may be amended, modified, or supplemented only by written agreement of the parties. No provision of this Agreement may be waived except in writing signed by the party against whom such waiver is sought to be enforced.

14. Successors and Assigns. This Agreement shall be binding upon and inure to the benefit of the parties and their respective successors and assigns. This Agreement or any of the severable rights and obligations inuring to the benefit of or to be performed by Investor hereunder may be assigned by Investor to a third party, including its financing sources, in whole or in part. Company may not assign this Agreement or any of its obligations herein without the prior written consent of Investor.

15. Conflict Between Documents. This Agreement shall not be effective or binding unless and until it is fully executed and delivered by Investor and Company. If there is any conflict between the terms of this Agreement, on the one hand, and any other document or agreement between the parties, on the other hand, the terms of this Agreement shall prevail.

16. Time of Essence. Time is of the essence with respect to each and every provision of this Agreement.

17. Further Assurances. Each party shall do and perform or cause to be done and performed, all such further acts and things, and shall execute and deliver all such other agreements, certificates, instruments and documents, as the other party may reasonably request in order to carry out the intent and accomplish the purposes of this Agreement and the consummation of the transactions contemplated hereby.

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IN WITNESS WHEREOF, the undersigned have executed this Agreement as of the date first set forth above.

[Signature Page to Exchange Agreement]

Exhibit 10.2

THIS NOTE AND THE SHARES POTENTIALLY ISSUABLE IN THIS NOTE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS. THIS NOTE AND THE SHARES POTENTIALLY ISSUABLE IN THIS NOTE MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT AS TO THIS NOTE UNDER SAID ACT AND ANY APPLICABLE STATE SECURITIES LAWS OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO AMERICAN REBEL HOLDINGS, INC. THAT SUCH REGISTRATION IS NOT REQUIRED.

OID NOTE

FOR VALUE RECEIVED, AMERICAN REBEL HOLDINGS, INC., a Nevada corporation (the “Borrower”), hereby promises to pay to the Shawn Dworaczyk (the “Holder”) or its registered assigns or successors in interest, on order, the sum of Two Hundred Seventy Thousand Dollars ($270,000.00) (the “Principal Amount”), which includes the original issue discount set forth in Section 10 below and guaranteed interest set forth in Section 1 below, on April 6, 2028 (the “Maturity Date”) if not sooner paid.

The following terms shall apply to this Note:

1. Interest Rate. The Principal Amount outstanding under this Note shall bear interest at a rate equal to 7.5% per annum (the “Interest Rate”). Interest on the Principal Amount shall be equal to no less than Forty Thousand Five Hundred Dollars ($40,500.00).

2. Balloon Payment. The outstanding Principal Amount, subject to adjustment and Holder’s right of conversion, upon mutual agreement between Borrower and Holder, shall be paid in one lump sum of Two Hundred Seventy Thousand Dollars ($270,000.00) on or before the Maturity Date. The Borrower shall have a thirty (30) day grace period with respect to Maturity Date payment. Payment shall be made by bank wire transfer to the Holder’s wire instructions, attached hereto as Exhibit A. For the avoidance of doubt, a missed payment shall be considered an Event of Default, subject to the cure period set forth above.

3. Monitoring Fee Payment. On the 150^th day after the Issuance Date, the Borrower shall pay the Holder a monitoring fee of Ten Thousand Dollars ($10,000.00) (the “Monitoring Fee”). The Borrower shall have a thirty (30) day grace period with respect to Monitoring Fee payment. Payment shall be made by bank wire transfer to the Holder’s wire instructions, attached hereto as Exhibit A. For the avoidance of doubt, a missed payment shall be considered a Minor Default, subject to the cure period set forth above.

4. Prepayment Option; Borrower Redemption of Principal Amount. At any time following the 150th day after the Issuance Date, upon five (5) business days’ written notice to Holder, the Borrower may redeem the outstanding Principal Amount, in whole or in part, by paying the Holder an amount equal to one hundred thirty-five percent (135%) of the Principal Amount being redeemed, together with all other accrued sums payable pursuant to this Note.

5. Issuance of Replacement Note. Upon any partial repayment of this Note, a replacement Note containing the same date and provisions of this Note shall, at the written request of the Holder, be issued by the Borrower to the Holder for the outstanding Principal Amount of this Note and accrued Interest which shall not have been paid.

6. Conversion of Note only upon Mutual Agreement. At any time after the 180^th day of the Issuance Date, the Holder and Borrower may mutually agree to allow Holder the ability to convert all or any part of the outstanding and unpaid amount of this Note (subject to a minimum conversion amount of $50,000.00) into fully paid and non-assessable shares of the Borrower’s Series D Convertible Preferred Stock (the “Preferred Stock”), as such Preferred Stock exists on the Issuance Date, or any shares of capital stock or other securities of the Borrower into which such Preferred Stock shall hereafter be changed or reclassified at the Conversion Price as provided herein (a “Conversion”); provided, however, that in no event shall the Holder be able to convert any portion of this Note in excess of that portion of this Note upon conversion of which the sum of (1) the number of shares of Preferred or Common Stock beneficially owned by the Holder and its affiliates (other than shares of Common Stock which may be deemed beneficially owned through the ownership of the unconverted portion of this Note or the unexercised or unconverted portion of any other security of the Borrower subject to a limitation on conversion or exercise analogous to the limitations contained herein) and (2) the number of shares of Preferred Stock issuable upon the conversion of the portion of this Note with respect to which the determination of this proviso is being made, would result in beneficial ownership by the Holder and its affiliates of more than 4.99% of the outstanding shares of Common Stock. For purposes of the proviso to the immediately preceding sentence, beneficial ownership shall be determined in accordance with Section 13(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and Regulations 13D-G thereunder, except as otherwise provided in clause (1) of such proviso. The beneficial ownership limitations on conversion as set forth in the section may NOT be waived by the Holder. The number of shares of Preferred Stock to be issued upon each conversion of this Note shall be determined by dividing the Conversion Amount (as defined below) by the Conversion Price on the date specified in the notice of conversion, in the form attached hereto as Exhibit B (the “Notice of Conversion”), delivered to the Borrower by the Holder in accordance with Section 5(c) below; provided that the Notice of Conversion is submitted by facsimile or e-mail (or by other means resulting in, or reasonably expected to result in, notice) to the Borrower before 6:00 p.m., New York, New York time on such conversion date (the “Conversion Date”); however, if the Notice of Conversion is sent after 6:00pm, New York, New York time the Conversion Date shall be the next business day. The term “Conversion Amount” means, with respect to any conversion of this Note, the sum of (1) the principal amount of this Note to be converted in such conversion plus (2) at the Holder’s option, accrued and unpaid interest, if any, on such principal amount at the interest rates provided in this Note to the Conversion Date, plus (3) at the Holder’s option, any amounts owed to the Holder pursuant to Section 5(c) hereof. Notwithstanding anything in this Agreement to the contrary, and in addition to the limitations set forth herein, if the Borrower has not obtained Stockholder Approval, the Borrower shall not issue a number of shares of Common Stock under this Agreement, which when aggregated with all other securities that are required to be aggregated for purposes of Rule 5635(d), would exceed 19.99% of the shares of Common Stock outstanding as of the date of definitive agreement with respect to the first of such aggregated transactions (the “Conversion Limitation”). For purposes of this section, “Stockholder Approval” means such approval as may be required by the applicable rules and regulations of the Nasdaq Stock Market LLC (or any successor entity) from the stockholders of the Borrower with respect to the issuance of the shares under this Agreement that, when taken together with any other securities that are required to be aggregated with the issuance of the shares issued under this Agreement for purposes of Rule 5635(d) of the Nasdaq Stock Market LLC (“Rule 5635(d)”), would exceed 19.99% of the issued and outstanding common stock as of the date of definitive agreement with respect to the first of such aggregated transactions. “Principal Market” means the Exchanges, the quotation platforms maintained by the OTC Markets Group or an equivalent replacement exchange, and all rules and regulations relating to such exchange. Upon the occurrence of an Event of Default pursuant to Section 6 hereof, the Conversion Limitation shall no longer apply to limit the issuance of shares in conversion of this Note.

(a) Conversion Price. The Conversion Price shall mean $7.50 per share.

(b) Authorized Shares. The Borrower covenants that during the period that the Note is outstanding, the Borrower will reserve from its authorized and unissued Preferred and Common Stock a sufficient number of shares, free from preemptive rights, to provide for the issuance of Preferred Stock upon the full conversion of this Note, whether by mutual agreement between the Holder and the Borrower or upon an Event of Default, and the subsequent conversion of such Preferred Stock to Common Stock. The Borrower is required at all times to have authorized and reserved no less than three times the number of shares that is actually issuable upon full conversion of the Note (based on the Conversion Price of the Note, 36,000 shares of Preferred Stock and 180,000 shares of Common Stock such shares are convertible into) (the “Reserved Amount”). The Reserved Amount shall be increased (or decreased), at the sole option of the Borrower, from time to time (and in the case of each payment received by the Holder hereunder) in accordance with the Borrower’s obligations hereunder. The Borrower represents that upon issuance, such shares will be duly and validly issued, fully paid and non-assessable. In addition, if the Borrower shall issue any securities or make any change to its capital structure which would change the number of shares of Preferred Stock into which this Note shall be convertible at the Conversion Price, the Borrower shall at the same time make proper provision so that thereafter there shall be a sufficient number of shares of Preferred Stock authorized and reserved, free from preemptive rights, for conversion of the outstanding Note. The Borrower (i) acknowledges that it has irrevocably instructed its transfer agent to issue certificates for the Common Stock issuable upon conversion of the Preferred Stock, and (ii) agrees that its issuance of this Note shall constitute full authority to its officers and agents who are charged with the duty of executing stock certificates to execute and issue the necessary certificates for shares of Preferred Stock, and the shares of Common Stock issuable upon conversion of the Preferred Stock, in accordance with the terms and conditions of this Note.

(c) Method of Conversion.

(i) Mechanics of Conversion. As set forth in Section 6 hereof, at any time following the 180^th day after Issuance Date or within the redemption notice period set forth in Section 4 hereof, upon the mutual agreement of the Holder and the Borrower, the balance due pursuant to this Note may be converted by the Holder in whole or in part by (A) submitting to the Borrower a Notice of Conversion (by facsimile, e-mail or other reasonable means of communication dispatched on the Conversion Date prior to 6:00 p.m., New York, New York time) and (B) subject to Section 6(c)(ii), surrendering this Note at the principal office of the Borrower (upon payment in full of any amounts owed hereunder).

(ii) Surrender of Note Upon Conversion. Notwithstanding anything to the contrary set forth herein, upon conversion of this Note in accordance with the terms hereof, the Holder shall not be required to physically surrender this Note to the Borrower unless the entire unpaid principal amount of this Note is so converted. The Holder and the Borrower shall maintain records showing the principal amount so converted and the dates of such conversions or shall use such other method, reasonably satisfactory to the Holder and the Borrower, so as not to require physical surrender of this Note upon each such conversion.

(iii) Delivery of Preferred Stock Upon Conversion. Upon receipt by the Borrower from the Holder of a facsimile transmission or e-mail (or other reasonable means of communication) of a Notice of Conversion meeting the requirements for conversion as provided in this Section 5(c), the Borrower shall issue and deliver or cause to be issued and delivered to or upon the order of the Holder certificates for the Preferred Stock issuable upon such conversion within three (3) business days after such receipt subject to the terms hereof and applicable rules of the Principal Market (as defined hereinbelow) (the “Deadline”) (and, solely in the case of conversion of the entire unpaid principal amount hereof, surrender of this Note) in accordance with the terms hereof. Upon receipt by the Borrower of a Notice of Conversion, the Holder shall be deemed to be the holder of record of the Preferred Stock issuable upon such conversion, the outstanding principal amount and the amount of accrued and unpaid interest on this Note shall be reduced to reflect such conversion, and, unless the Borrower defaults on its obligations hereunder, all rights with respect to the portion of this Note being so converted shall forthwith terminate except the right to receive the Preferred Stock or other securities, cash or other assets, as herein provided, on such conversion. If the Holder shall have given a Notice of Conversion as provided herein, the Borrower’s obligation to issue and deliver the certificates for Preferred Stock shall be absolute and unconditional, irrespective of the absence of any action by the Holder to enforce the same, any waiver or consent with respect to any provision thereof, the recovery of any judgment against any person or any action to enforce the same, any failure or delay in the enforcement of any other obligation of the Borrower to the holder of record, or any setoff, counterclaim, recoupment, limitation or termination, or any breach or alleged breach by the Holder of any obligation to the Borrower, and irrespective of any other circumstance which might otherwise limit such obligation of the Borrower to the Holder in connection with such conversion.

(iv) Delivery of Common Stock by Electronic Transfer. In lieu of delivering physical certificates representing the Preferred Stock issuable upon conversion, or the shares of Common Stock issuable upon conversion of Preferred Stock, provided the Borrower is participating in the Depository Trust Company (“DTC”) Fast Automated Securities Transfer (“FAST”) program, upon request of the Holder and its compliance with the provisions set forth herein, the Borrower shall use its best efforts to cause its transfer agent to electronically transmit the Preferred Stock issuable upon conversion, or the shares of Common Stock issuable upon conversion of Preferred Stock, to the Holder by crediting the account of Holder’s Prime Broker with DTC through its Deposit and Withdrawal at Custodian (“DWAC”) system.

(v) Failure to Deliver Preferred Stock Prior to Deadline. Without in any way limiting the Holder’s right to pursue other remedies, including actual damages and/or equitable relief, the parties agree that if delivery of the Preferred Stock issuable upon conversion of this Note, or the shares of Common Stock issuable upon conversion of Preferred Stock, is not delivered by the Deadline due to willful and purposeful action and/or inaction of the Borrower, the Borrower shall pay to the Holder $200 per day in cash, for each day beyond the Deadline that the Borrower fails to deliver such Preferred Stock (the “Fail to Deliver Fee”); provided; however that the Fail to Deliver Fee shall not be due if the failure is a result of a third party (i.e., transfer agent; and not the result of any failure to pay such transfer agent) despite the best efforts of the Borrower to effect delivery of such Preferred Stock. Such cash amount shall be paid to Holder by the fifteenth day of the month following the month in which it has accrued or, at the option of the Holder (by written notice to the Borrower by the first day of the month following the month in which it has accrued), shall be added to the principal amount of this Note, in which event interest shall accrue thereon in accordance with the terms of this Note and such additional principal amount shall be convertible into Preferred Stock in accordance with the terms of this Note. The Borrower agrees that the right to convert is a valuable right to the Holder. The damages resulting from a failure, attempt to frustrate, interference with such conversion right are difficult if not impossible to qualify. Accordingly, the parties acknowledge that the liquidated damages provision contained in this Section 5(c)(v) are justified.

(vi) Conversion Terms Upon Minor Default, Event of Default or Mutual Settlement. At any time following the one hundred eighty (180) day period after the Issuance Date, and upon the occurrence of (i) an uncured Minor Default, (ii) an Event of Default, or (iii) a mutually agreed settlement between the Borrower and the Holder, the Holder may elect to convert outstanding amounts due under this Note directly into shares of the Borrower’s Common Stock, in lieu of Preferred Stock. Such conversion shall be governed by the following terms:

This section shall not limit Holder’s rights to pursue other remedies under this Note upon a Minor Default or in the Event of Default.

(d) Concerning the Shares. The shares of Preferred Stock issuable upon conversion of this Note, or the shares of Common Stock issuable upon conversion of Preferred Stock, may not be sold or transferred unless: (i) such shares are sold pursuant to an effective registration statement under the Act or (ii) the Borrower or its transfer agent shall have been furnished with an opinion of counsel (which opinion shall be in form, substance and scope customary for opinions of counsel in comparable transactions) to the effect that the shares to be sold or transferred may be sold or transferred pursuant to an exemption from such registration (such as Rule 144 or a successor rule) (“Rule 144”); or (iii) such shares are transferred to an “affiliate” (as defined in Rule 144) of the Borrower who agrees to sell or otherwise transfer the shares only in accordance with this Section 5(d) and who is an “accredited investor” as that term is defined in Rule 501(a) of Regulation D.

Any restrictive legend on certificates representing shares of Preferred Stock issuable upon conversion of this Note, or the shares of Common Stock issuable upon conversion of Preferred Stock, shall be removed and the Borrower shall issue to the Holder a new certificate therefore free of any transfer legend if the Borrower or its transfer agent shall have received an opinion of counsel from Holder’s counsel, in form, substance and scope customary for opinions of counsel in comparable transactions, to the effect that (i) a public sale or transfer of such Preferred Stock, or the shares of Common Stock issuable upon conversion of Preferred Stock, may be made without registration under the Act, which opinion shall be accepted by the Borrower so that the sale or transfer is effected; or (ii) in the case of the Preferred Stock issuable upon conversion of this Note, or the shares of Common Stock issuable upon conversion of Preferred Stock, such security is registered for sale by the Holder under an effective registration statement filed under the Act; or otherwise may be sold pursuant to an exemption from registration.

(e) Effect of Certain Events.

(i) Effect of Merger, Consolidation, Etc. At the option of the Holder, the sale, conveyance or disposition of all or substantially all of the assets of the Borrower, the effectuation by the Borrower of a transaction or series of related transactions in which more than 50% of the voting power of the Borrower is disposed of, or the consolidation, merger or other business combination of the Borrower with or into any other Person (as defined below) or Persons when the Borrower is not the survivor shall be deemed to be an Event of Default (as defined in Section 6) pursuant to which the Borrower shall be required to pay to the Holder upon the consummation of and as a condition to such transaction an amount equal to the Default Amount (as defined in Section 6). “Person” shall mean any individual, corporation, limited liability company, partnership, association, trust or other entity or organization.

(ii) Adjustment Due to Merger, Consolidation, Etc. If, at any time when this Note is issued and outstanding and prior to conversion of all of the Note, there shall be any merger, consolidation, exchange of shares, recapitalization, reorganization, or other similar event, as a result of which shares of Preferred or Common Stock of the Borrower shall be changed into the same or a different number of shares of another class or classes of stock or securities of the Borrower or another entity, or in case of any sale or conveyance of all or substantially all of the assets of the Borrower other than in connection with a plan of complete liquidation of the Borrower, then the Holder of this Note shall thereafter have the right to receive upon conversion of this Note, upon the basis and upon the terms and conditions specified herein and in lieu of the shares of Preferred or Common Stock immediately theretofore issuable upon conversion, such stock, securities or assets which the Holder would have been entitled to receive in such transaction had this Note been converted in full immediately prior to such transaction (without regard to any limitations on conversion set forth herein), and in any such case appropriate provisions shall be made with respect to the rights and interests of the Holder of this Note to the end that the provisions hereof shall thereafter be applicable, as nearly as may be practicable in relation to any securities or assets thereafter deliverable upon the conversion hereof. The Borrower shall not affect any transaction described in this Section 5(e)(ii) unless (a) it first gives ten (10) days prior written notice of the record date of the special meeting of stockholders to approve, or if there is no such record date, the consummation of, such merger, consolidation, exchange of shares, recapitalization, reorganization or other similar event or sale of assets (during which time the Holder shall be entitled to convert this Note) and (b) the resulting successor or acquiring entity (if not the Borrower) assumes by written instrument the obligations of this Note. The above provisions shall similarly apply to successive consolidations, mergers, sales, transfers or share exchanges.

(iii) Adjustment Due to Distribution. If the Borrower shall declare or make any distribution of its assets (or rights to acquire its assets) to holders of Preferred or Common Stock as a dividend, stock repurchase, by way of return of capital or otherwise (including any dividend or distribution to the Borrower’s stockholders in cash or shares (or rights to acquire shares) of capital stock of a subsidiary (i.e., a spin-off)) (a “Distribution”), then the Holder of this Note shall be entitled, upon any conversion of this Note after the date of record for determining stockholders entitled to such Distribution, to receive the amount of such assets which would have been payable to the Holder with respect to the shares of Preferred or Common Stock issuable upon such conversion had such Holder been the holder of such shares of Preferred or Common Stock on the record date for the determination of stockholders entitled to such Distribution.

7. Minor Default shall mean a specific type of default under this Note that occurs solely as a result of the Borrower’s failure to pay the Monitoring Fee when due, and such failure remains uncured for a period of thirty (30) calendar days following the Monitoring Fee due date. A Minor Default shall trigger acceleration of the Note, but the total amount due and payable shall be equal to one hundred five percent (105%) of the outstanding Principal amount of the Note, plus any accrued and unpaid Interest and fees, if any, as of the date of acceleration (the “Minor Default Payment”). For the avoidance of doubt, a Minor Default shall not constitute a full Event of Default under Section 8 hereof and shall not trigger the Default Payment defined in Section 8, unless additional uncured Event of Defaults occur beyond the scope of a default as a result of non-payment of the Monitoring Fee. The Minor Default Payment shall be first applied to accrued and unpaid Interest due on the Note and then to the outstanding Principal balance of the Note.

8. Events of Default. Upon the occurrence and continuance of an Event of Default beyond any applicable grace period, not considered a Minor Default, the Holder may make all sums of Principal, Interest and other fees then remaining unpaid hereon and all other amounts payable hereunder immediately due and payable. In the event of such an acceleration, the amount due and owing to the Holder shall be 130% of the outstanding Principal amount of the Note (plus accrued and unpaid Interest and fees, if any) (the “Default Payment”),. The Default Payment shall be first applied to accrued and unpaid Interest due on the Note and then to the outstanding Principal balance of the Note.

The occurrence of any of the following events is an “Event of Default”:

9. Use of Proceeds. The Borrower acknowledges and agrees that its intended use of the net proceeds received from the Holder pursuant to this Note is to support its ongoing operations including but not limited to working capital, operational expansion, Regulation CF launch, Regulation A preparation and launch, and strategic initiatives aligned with the Borrower’s business objectives.

10. Original Issue Discount and Guaranteed Interest. The Holder fully funds this Note upon transfer of $189,000.00 to Borrower at closing. The difference between the amount transferred by the Holder to the Borrower and the Principal Amount of this Note is the Original Issue Discount of $40,500.00 and guaranteed interest of $40,500.00.

11. No Short Selling. The Holder and any of its affiliates will not engage in any short sales with respect to the Common Stock of the Borrower during the term of this Note.

12. Failure or Indulgence Not Waiver. No failure or delay on the part of the Holder hereof in the exercise of any power, right or privilege hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any such power, right or privilege preclude other or further exercise thereof or of any other right, power or privilege. All rights and remedies existing hereunder are cumulative to, and not exclusive of, any rights or remedies otherwise available.

13. Notices. Any notice herein required or permitted to be given shall be in writing and shall be deemed effectively given: (a) upon personal delivery to the party notified, (b) when sent by confirmed facsimile if sent during normal business hours of the recipient, if not, then on the next business day, (c) five days after having been sent by registered or certified mail, return receipt requested, postage prepaid, or (d) one day after deposit with a nationally recognized overnight courier, specifying next day delivery, with written verification of receipt. All communications shall be sent to the Borrower at: American Rebel Holdings, Inc., 218 3^rd Avenue North, Suite 400, Nashville, TN 37201, email: [email protected] and to [email protected] and to the Holder at the address and email set forth on the signature page of this Note, or at such other address as the Borrower or the Holder may designate by ten (10) days advance written notice to the other parties hereto.

14. Amendment Provision. The term “Note” and all reference thereto, as used throughout this instrument, shall mean this instrument as originally executed, or if later amended or supplemented, then as so amended or supplemented, and any successor instrument issued hereunder, as it may be amended or supplemented.

15. Assignability. This Note shall be binding upon the Borrower and its successors and assigns, and shall inure to the benefit of the Holder and its successors and assigns, and may not be assigned by the Borrower without the consent of the Holder.

16. Governing Law. This Note shall be governed by and construed in accordance with the laws of the State of Nevada, without regard to principles of conflicts of laws. Any action brought by either party against the other concerning the transactions contemplated by this Note shall be brought only in the state courts of Nevada or in the federal courts located in the State of Nevada. Both parties agree to submit to the jurisdiction of such courts. Attorneys’ Fees. In any action, suit, proceeding, or dispute between the Borrower and the Holder arising out of, relating to, or in connection with this Note, including any action to enforce or interpret this Note, collect any amounts due under this Note, enforce any judgment, or protect or realize upon any collateral or other security for the obligations evidenced by this Note, the prevailing party shall be entitled to recover from the non-prevailing party its reasonable attorneys’ fees and costs, including those incurred before suit, at trial, on appeal, and in any bankruptcy, insolvency, or post-judgment proceeding. This provision is intended to be mutual, shall survive payment, conversion, repayment, and termination of this Note, and shall not merge into any judgment. In the event that any provision of this Note is invalid or unenforceable under any applicable statute or rule of law, then such provision shall be deemed inoperative to the extent that it may conflict therewith and shall be deemed modified to conform with such statute or rule of law. Any such provision which may prove invalid or unenforceable under any law shall not affect the validity or unenforceability of any other provision of this Note. Nothing in this Section shall preclude either party from bringing an action in another jurisdiction solely to enforce a final judgment entered by a court of competent jurisdiction in Nevada or to realize upon collateral or other security located in such jurisdiction.

17. Construction. Each party acknowledges that its legal counsel participated in the preparation of this Note and, therefore, stipulates that the rule of construction that ambiguities are to be resolved against the drafting party shall not be applied in the interpretation of this Note to favor any party against the other.

18. Usury. If it shall be found that any interest or other amount deemed interest due hereunder violates the applicable law governing usury, the applicable provision shall automatically be revised to equal the maximum rate of interest or other amount deemed interest permitted under applicable law. The Borrower covenants (to the extent that it may lawfully do so) that it will not seek to claim or take advantage of any law that would prohibit or forgive the Borrower from paying all or a portion of the principal or interest on this Note.

19. Piggy-Back Registration Rights. Holder is hereby granted piggy-back registration rights on the shares of Common Stock underlying the Preferred Stock issued or issuable pursuant to this Note for any registration statement the Borrower files under the Securities Act of 1933, as amended, except for Forms S-8, S-3 or as otherwise prohibited by an underwriter or placement agent for the Borrower’s securities

20. Investment Representations. The Holder represents and warrants to the Borrower that:

a. Investment Purpose. As of the date hereof, the Holder is purchasing the Note and the shares of Preferred or Common Stock potentially issuable hereunder (collectively, the “Securities”) for its own account and not with a present view towards the public sale or distribution thereof in a manner that would violate the Securities Act of 1933, as amended (the “1933 Act”), except pursuant to sales registered or exempted from registration under the 1933 Act; provided, however, that by making the representations herein, the Holder does not agree to hold any of the Securities for any minimum or other specific term and reserves the right to dispose of the Securities at any time in accordance with or pursuant to a registration statement or an exemption under the 1933 Act. The Holder is acquiring the Securities hereunder in the ordinary course of its business. The Holder does not presently have any agreement or understanding, directly or indirectly, with any Person to distribute any of the Securities.

b. Accredited Investor Status. The Holder is an “accredited investor” as that term is defined in Rule 501(a) of Regulation D (an “Accredited Investor”).

c. Reliance on Exemptions. The Holder understands that the Securities are being offered and sold to it in reliance upon specific exemptions from the registration requirements of United States federal and state securities laws and that the Borrower is relying upon the truth and accuracy of, and the Holder’s compliance with, the representations, warranties, agreements, acknowledgments and understandings of the Holder set forth herein in order to determine the availability of such exemptions and the eligibility of the Holder to acquire the Securities.

d. Information. The Holder and its advisors, if any, have been, and for so long as the Note remain outstanding will continue to be, furnished with all materials relating to the business, finances and operations of the Borrower and materials relating to the offer and sale of the Securities which have been requested by the Holder or its advisors. The Holder and its advisors, if any, have been, and for so long as the Note remain outstanding will continue to be, afforded the opportunity to ask questions of the Borrower. Notwithstanding the foregoing, the Borrower has not disclosed to the Holder any material nonpublic information and will not disclose such information unless such information is disclosed to the public prior to or promptly following such disclosure to the Holder. The Holder understands that its investment in the Securities involves a significant degree of risk. The Holder is not aware of any facts that may constitute a breach of any of the Borrower’s representations and warranties made herein. The Holder has sought such accounting, legal and tax advice as it has considered necessary to make an informed investment decision with respect to its acquisition of the Securities.

e. Governmental Review. The Holder understands that no United States federal or state agency or any other government or governmental agency has passed upon or made any recommendation or endorsement of the Securities or the fairness or suitability of the investment in the Securities nor have such authorities passed upon or endorsed the merits of the offering of the Securities.

f. Transfer or Re-sale. The Holder understands that (i) the sale or re-sale of the Securities has not been and is not being registered under the 1933 Act or any applicable state securities laws, and the Securities may not be transferred unless (a) the Securities are sold pursuant to an effective registration statement under the 1933 Act, (b) the Holder shall have delivered to the Borrower, at the cost of the Holder, an opinion of counsel that shall be in form, substance and scope customary for opinions of counsel in comparable transactions to the effect that the Securities to be sold or transferred may be sold or transferred pursuant to an exemption from such registration, which opinion shall be accepted by the Borrower, (c) the Securities are sold or transferred to an “affiliate” (as defined in Rule 144 promulgated under the 1933 Act (or a successor rule) (“Rule 144”)) of the Holder who agrees to sell or otherwise transfer the Securities only in accordance with this Agreement and who is an Accredited Investor, (d) the Holder provides the Borrower with reasonable assurance that the Securities can be sold, assigned or transferred pursuant to Rule 144, or (e) the Securities are sold pursuant to Regulation S under the 1933 Act (or a successor rule) (“Regulation S”), and the Holder shall have delivered to the Borrower, at the cost of the Holder, an opinion of counsel that shall be in form, substance and scope customary for opinions of counsel in corporate transactions, which opinion shall be accepted by the Borrower; (ii) any sale of such Securities made in reliance on Rule 144 may be made only in accordance with the terms of said Rule and further, if said Rule is not applicable, any re-sale of such Securities under circumstances in which the seller (or the person through whom the sale is made) may be deemed to be an underwriter (as that term is defined in the 1933 Act) may require compliance with some other exemption under the 1933 Act or the rules and regulations of the SEC thereunder; and (iii) neither the Borrower nor any other person is under any obligation to register such Securities under the 1933 Act or any state securities laws or to comply with the terms and conditions of any exemption thereunder (in each case), except as required hereunder.

g. Legends. The Holder understands that the Note and the conversion common stock shares shall bear any legend as required by the “blue sky” laws of any state and a restrictive legend in substantially the following form (and a stop-transfer order may be placed against transfer of the certificates for such Securities):

“NEITHER THE ISSUANCE AND SALE OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE NOR THE SECURITIES INTO WHICH THESE SECURITIES ARE EXERCISABLE HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED (I) IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR (B) AN OPINION OF COUNSEL (WHICH COUNSEL SHALL BE SELECTED BY THE HOLDER), IN A GENERALLY ACCEPTABLE FORM, THAT REGISTRATION IS NOT REQUIRED UNDER SAID ACT OR (II) UNLESS SOLD PURSUANT TO RULE 144 OR RULE 144A UNDER SAID ACT.”

The legend set forth above shall be removed and the Borrower shall issue a certificate without such legend to the holder of any Security upon which it is stamped, if, unless otherwise required by applicable state securities laws, (a) such Security is registered for sale under an effective registration statement filed under the 1933 Act or otherwise may be sold pursuant to Rule 144 or Regulation S without any restriction as to the number of securities as of a particular date that can then be immediately sold, or (b) such holder provides the Borrower with an opinion of counsel, in form, substance and scope customary for opinions of counsel in comparable transactions, to the effect that a public sale or transfer of such Security may be made without registration under the 1933 Act, which opinion shall be accepted by the Borrower so that the sale or transfer is effected. The Holder agrees to sell all Securities, including those represented by a certificate(s) from which the legend has been removed, in compliance with applicable prospectus delivery requirements, if any.

h. Authorization; Enforcement. This Agreement has been duly and validly authorized. This Agreement has been duly executed and delivered on behalf of the Holder, and this Agreement constitutes a valid and binding agreement of the Holder enforceable in accordance with its terms.

i. Residency. The Holder is a resident of the State of Missouri and has no plans to change its residence within the near future.

IN WITNESS WHEREOF, the Borrower has caused this Note to be signed in its name effective as of this 10^th day of April, 2026.

HOLDER:

Shawn Dworaczyk

EXHIBIT A

HOLDER WIRE INSTRUCTIONS

EXHIBIT B

NOTICE OF CONVERSION

(Preferred Stock)

The undersigned, upon mutual agreement between the Holder and the Borrower, hereby elects to convert $_________________ principal amount of the Note (defined below) together with $________________ of accrued and unpaid interest thereto, totaling $_____________ into that number of shares of Series D Convertible Preferred Stock to be issued pursuant to the conversion of the Note (“Preferred Stock”) as set forth below, of American Rebel Holdings, Inc., a Nevada corporation (the “Borrower”), according to the conditions of the convertible note of the Borrower dated as of April 10, 2026 (the “Note”), as of the date written below. No fee will be charged to the Holder for any conversion, except for transfer taxes, if any.

Box Checked as to applicable instructions:

Name: [NAME]

Address: [ADDRESS]

EXHIBIT C

NOTICE OF CONVERSION

(Common Stock)

The undersigned, upon mutual agreement between the Holder and the Borrower, hereby elects to convert $_________________ principal amount of the Note (defined below) together with $________________ of accrued and unpaid interest thereto, totaling $_____________ into that number of shares of common stock, $0.001 par value per share, to be issued pursuant to the conversion of the Note (“Common Stock”) as set forth below, of American Rebel Holdings, Inc., a Nevada corporation (the “Borrower”), according to the conditions of the convertible note of the Borrower dated as of April 10, 2026 (the “Note”), as of the date written below. No fee will be charged to the Holder for any conversion, except for transfer taxes, if any.

Box Checked as to applicable instructions:

Name: [NAME]

Address: [ADDRESS]

Exhibit 99.1

American Rebel Holdings (NASDAQ: AREB) Announces Nasdaq Trading Resumption and Provides Shareholder Update

NASHVILLE, TN / ACCESS Newswire / April 27, 2026 / American Rebel Holdings, Inc. (NASDAQ:AREB)(NASDAQ:AREBW) (“American Rebel” or the “Company”) today acknowledged Nasdaq’s announcement that trading in the Company’s common stock and publicly traded warrants will resume at 11:00 a.m. Eastern Time on April 27, 2026. Trading in AREB and AREBW had been halted by Nasdaq on March 20, 2026 at 7:50 p.m. Eastern Time.

“We appreciate Nasdaq’s resumption of trading and the continued support of our shareholders during this process,” said Andy Ross, Chief Executive Officer of American Rebel. “The shares issued to CEDE & Co. for distribution to stockholders affected by the round-lot rounding were an important part of the stockholder-protection mechanics associated with our reverse split, and we believe that issuance addressed the Nasdaq Publicly Held Shares deficiency. Broadridge’s range analysis also highlights the breadth of our shareholder base, with a significant majority of beneficial holders owning positions below 250 shares. We remain focused on transparency, compliance, and executing our business plan as America’s Patriotic Brand.”

Per a transfer agent report generated this morning, the Company’s most recent common shares issued and outstanding are 4,132,655.

Based on Broadridge’s Share Range Analysis, with a record date of April 14, 2026 and last updated April 22, 2026 at 2:52 a.m., approximately 86% of American Rebel’s approximately 33,908 beneficial shareholders held positions under 250 shares as of the record date, with nearly 82% of holders owning between 100 and 249 shares. These figures reflect Broadridge’s range analysis and should be read alongside the transfer-agent snapshot for reconciliation to the Company’s issued and outstanding share count.

American Rebel appreciates the continued patience and support of its stockholders and remains focused on executing its business strategy across its growing American Rebel brand platform. The Company will continue to provide updates to stockholders as appropriate through public disclosures and official company communications.

The Company’s 1-for-100 reverse stock split became effective on March 23, 2026. The Company notes that the split-adjusted prior reference price, or previous close, for the Company’s common stock was $6.46, as previously disclosed in the Company’s March 24, 2026 stockholder update. Nasdaq’s AREB market activity page is available here: https://www.nasdaq.com/market-activity/stocks/areb. The Company’s March 24, 2026 stockholder update is available here: https://www.nasdaq.com/press-release/american-rebel-holdings-inc-nasdaq-areb-arebw-provides-stockholder-update-following-1.

As previously disclosed, on March 23, 2026, the Company received an additional deficiency letter from Nasdaq notifying the Company that, as a result of the March 23, 2026 1-for-100 reverse stock split, the Company had a post-reverse-split publicly held shares number of approximately 247,279. As a result, the Company did not comply with the minimum 500,000 Publicly Held Shares requirement for continued inclusion under Nasdaq Listing Rule 5550(a)(4). Nasdaq also stated that the Company would remain non-compliant with the minimum $1.00 bid price requirement until the Publicly Held Shares deficiency was cured and, thereafter, until the Company met the bid price standard for a minimum of 10 consecutive business days, unless Nasdaq staff exercised discretion to extend such period.

Nasdaq further stated in the March 23, 2026 Additional Staff Determination Letter that, in addition to the Additional Staff Delist Determination, Nasdaq placed trading in the Company’s securities in a Qualification Halt under Listing Rule 4120(i), effective March 23, 2026, and that the Qualification Halt would remain in place at least until the Company regained compliance with the Publicly Held Shares requirement under Nasdaq Listing Rule 5550(a)(4).

As most recently disclosed in the Company’s Current Report on Form 8-K, on April 6, 2026, in connection with the round-lot share rounding associated with the March 23, 2026 reverse stock split, the Company issued 3,218,299 shares of common stock to CEDE & Co. for distribution to stockholders affected by the rounding. The Company disclosed that it believed this issuance cures the Nasdaq deficiency for the Publicly Held Shares requirement for continued inclusion under Nasdaq Listing Rule 5550(a)(4). The Form 8-K is available here: https://www.sec.gov/Archives/edgar/data/1648087/000149315226015851/form8-k.htm.

Investor Contact

American Rebel Holdings, Inc.

[email protected]

About American Rebel Holdings, Inc.

American Rebel Holdings, Inc. (NASDAQ: AREB; AREBW) is America’s Patriotic Brand. Founded in 2014, the Company has built a portfolio of patriotic lifestyle products including safes, personal security solutions, branded apparel and accessories, and American Rebel Light Beer.

Forward-Looking Statements

This press release contains forward-looking statements within the meaning of the federal securities laws. Forward-looking statements include, without limitation, statements regarding the Company’s Nasdaq listing status; the resumption of trading in the Company’s common stock and warrants; the Company’s belief that the issuance of shares to CEDE & Co. for distribution to stockholders affected by round-lot share rounding cures the Nasdaq Publicly Held Shares deficiency under Nasdaq Listing Rule 5550(a)(4); the Company’s ability to regain, evidence, or maintain compliance with Nasdaq’s continued listing standards; the Company’s ability to satisfy the minimum $1.00 bid price requirement; the Company’s ability to maintain compliance with Nasdaq’s minimum stockholders’ equity requirement; the Company’s continued listing on The Nasdaq Capital Market; the Company’s shareholder base, share count, and transfer-agent and Broadridge reconciliation matters; and the Company’s business strategy, operating plans, growth initiatives, liquidity, capital resources, and future public disclosures.

Forward-looking statements are based on current expectations, estimates, assumptions, and projections and are subject to significant risks, uncertainties, and changes in circumstances, many of which are outside the Company’s control. Although Nasdaq has announced the resumption of trading in the Company’s securities, there can be no assurance that the Company has regained compliance with all applicable Nasdaq continued listing requirements, that Nasdaq Staff or the Nasdaq Hearings Panel will agree with the Company’s belief that the CEDE & Co. share issuance cures the Publicly Held Shares deficiency, or that the Company will receive any favorable future determination from Nasdaq Staff, the Nasdaq Hearings Panel, the Nasdaq Listing and Hearing Review Council, or any other Nasdaq adjudicatory body.

As previously disclosed, Nasdaq Staff has noted that, under Nasdaq Listing Rule 5810(c)(3)(A), the Company will remain non-compliant with the minimum $1.00 bid price requirement until the Publicly Held Shares deficiency is cured and, thereafter, the Company meets the bid price standard for a minimum of 10 consecutive business days, unless Nasdaq Staff exercises its discretion to extend such 10-day period as discussed in Nasdaq Listing Rule 5810(c)(3)(H). The Company can provide no assurance that it will satisfy the minimum bid price requirement for the required period, that Nasdaq Staff will exercise any discretion in the Company’s favor, or that the Company will otherwise be able to maintain compliance with Nasdaq’s continued listing standards. The April 9, 2026 Form 8-K includes the Publicly Held Shares deficiency, bid-price compliance, Qualification Halt, and CEDE & Co. issuance disclosures.

In addition, the Company remains subject to Nasdaq Hearings Panel monitoring for compliance with Nasdaq’s minimum stockholders’ equity requirement under Nasdaq Listing Rule 5550(b)(1). As previously disclosed, the Panel confirmed compliance with the Equity Rule on November 21, 2025 and advised that the Company would be subject to a mandatory one-year Panel monitoring period beginning on that date. During the monitoring period, if Nasdaq Staff determines that the Company is again out of compliance with the Equity Rule, the Company may not be permitted to submit a compliance plan or receive additional Staff-level time to regain compliance, and Nasdaq Staff may issue a Delist Determination Letter. In such event, the Company may request a new hearing before the initial Nasdaq Hearings Panel or a newly convened panel, but there can be no assurance that the Company would receive a favorable determination or that its securities would remain listed on Nasdaq. The Company’s November 24, 2025 Form 8-K describes the one-year Panel monitoring period and related delisting risks.

Actual results could differ materially from those expressed or implied by these forward-looking statements as a result of various factors, including, but not limited to, Nasdaq’s review of the Company’s compliance with continued listing standards; any further decisions, notices, delisting determinations, trading halts, suspension actions, or other actions by Nasdaq Staff, the Nasdaq Hearings Panel, the Nasdaq Listing and Hearing Review Council, or the Nasdaq Board; volatility in the market price and trading volume of the Company’s securities; the Company’s ability to maintain sufficient stockholders’ equity; the Company’s ability to satisfy bid price, Publicly Held Shares, market value, shareholder, corporate governance, and other Nasdaq listing requirements; the effects of the reverse stock split and round-lot share rounding; changes in the Company’s issued and outstanding share count; the timing and accuracy of broker, depository, transfer-agent, and beneficial ownership information; the Company’s ability to raise capital or execute strategic transactions; general market, economic, industry, and regulatory conditions; and the risks described in the Company’s filings with the Securities and Exchange Commission.

Investors are cautioned not to place undue reliance on forward-looking statements, which speak only as of the date of this press release. The Company undertakes no obligation to update or revise any forward-looking statements, whether as a result of new information, future events, Nasdaq determinations, market developments, or otherwise, except as required by applicable law.

SOURCE: American Rebel Holdings

Exhibit 99.2

American Rebel Holdings, Inc. (NASDAQ:AREB) Announces American Rebel Light Beer Sales Results - Rebel Light Outsells Every Beer at the 2026 NHRA Gatornationals by 40%, Underscoring Strong Alignment with NHRA Fans

American Rebel Light Official Beer Sponsor activation, the American Rebel Light Patriotic Beer Garden, live music on the American Rebel Stage, a high-energy Matt Hagan Total Wine pre-race event, and early on-track success from American Rebel-backed teams highlight growing momentum with consumers, retailers, venue operators, and distribution partners

NASHVILLE, TN / ACCESS Newswire / April 28, 2026 / American Rebel Beverages, a subsidiary of American Rebel Holdings, Inc. (NASDAQ:AREB), today announced that American Rebel Light Beer delivered a breakout performance at the 57th Annual AMALIE Motor Oil NHRA Gatornationals in Gainesville, Florida, where American Rebel Light Beer outsold every other beer offered at the track by 40%, outperformed a top national brand by 600%, and exceeded that brand’s light beer version by 150%.

American Rebel - America’s Patriotic Beer didn’t just show up to the 2026 Amalie Motor Oil NHRA Gatornationals. It took over.

For American Rebel, the weekend was about more than strong sales. Management believes the Gatornationals provided compelling real-world proof that NHRA fans and American Rebel Light Beer are a natural fit. In one of the most patriotic, high-energy, tradition-rich environments in motorsports, fans responded to the brand’s message, taste profile, and full-event activation in a way that translated into visible engagement and measurable sell-through. American Rebel Light is America’s Patriotic Beer, brewed for Americans who love their country and a great-tasting premium light lager.

“NHRA is where our people are,” said Andy Ross, Chairman and Chief Executive Officer of American Rebel Holdings, Inc. “These are fans who love speed, freedom, competition, country, and the full race-day experience. Gainesville showed exactly why American Rebel Light belongs in that environment. Fans didn’t just try the beer - they came back for it, they carried it through the Midway and the grandstands, and they made it clear that America’s Patriotic Beer resonates with this audience.”

As the Official Beer Sponsor of the Gatornationals, American Rebel Light built one of the weekend’s most visible brand platforms. The American Rebel Light Patriotic Beer Garden anchored the Midway and became a central gathering place for fans throughout race weekend. The American Rebel Stage kept energy high with live music between nitro sessions, including a performance by Ross, extending the brand from beverage choice to full fan experience. From first-round qualifying through final eliminations, American Rebel Light was positioned not simply as a sponsorship asset, but as part of the atmosphere and identity of the event itself.

That alignment was reinforced operationally by Tri-Eagle Sales, American Rebel’s distributor partner across North and North Central Florida, which supported on-site execution, cold-box placement, product delivery, and event-level logistics throughout the weekend. The result was a highly visible, high-velocity activation that showcased the brand’s ability to perform in a competitive, high-volume live-event environment.

The Numbers Don’t Lie: Fan Demand For American Rebel Light Beer Was Overwhelming

“We were incredibly excited by American Rebel’s outstanding performance at the Gatornationals,” said Dylan Witt, District Manager - Southeast, Sodexo Live! Sports Division. “Their team was attentive, responsive, and extremely supportive in helping us execute this event...and I found a new Beer! The brand (American Rebel Light) truly resonated with consumers, and the sales results exceeded all expectations. This success has energized our team, and we are actively exploring additional opportunities to support American Rebel across other venues we manage throughout the Southeast. We see great potential for growth and look forward to expanding our partnership.”

The momentum extended well beyond the track. On the Thursday before race weekend, American Rebel hosted a high-energy meet-and-greet and sampling event with four-time NHRA Funny Car World Champion Matt Hagan at Total Wine & More in Gainesville. Fans lined up well before Hagan arrived, stretching through the lobby and out the door. The event sold more than 50 twelve-packs in a single activation, making it one of the strongest chain-level sampling events in the brand’s history and providing another clear signal that trial is converting into purchase.

“We knew the event would be strong, but the turnout blew us away,” said Todd Porter, President of American Rebel Beverages. “What we saw in Gainesville - both at retail and at the track - is exactly what we want our distribution partners, retail accounts, and venue operators to see: when consumers taste Rebel Light and experience the brand in the right setting, they buy it. That kind of trial-to-purchase conversion matters, and it gives us confidence as we continue to expand in Florida and other key markets.”

“Florida is a cornerstone state for American Rebel Light Beer in 2026, and partnering with Tri-Eagle Sales is a game-changer,” said Ross. “Tri-Eagle’s market relationships, logistics strength, and disciplined execution will help us turn growing retailer demand into real retail velocity.”

American Rebel believes the Gatornationals weekend also demonstrates a broader commercial point for wholesalers, retailers, and on-premise partners: American Rebel Light is built for high-engagement occasions. The brand’s patriotic positioning, approachable taste profile, race-day energy, and integrated activation model created a powerful combination that drove both traffic and sales. For on-premise operators and venue partners, the weekend showed the brand’s ability to hold its own in a crowded, competitive environment. For off-premise retailers, the Total Wine event showed the power of sampling, athlete association, and merchandising to convert interest into immediate sell-through. For distributors, the event offered a scalable playbook that combines sponsorship, field execution, consumer trial, and retail follow-through.

America’s Beer. America’s Race. America’s Fans.

At 110 calories, 4g of carbs, 4.2% ABV, and zero corn, rice, or shortcuts, American Rebel Light is built for the NHRA and American Rebel fans who showed up in Gainesville and chose it overwhelmingly over every other option. The 2026 Gatornationals proved that when you put America’s Patriotic Beer in front of the right crowd, they don’t just try it - they come back for more.

America’s Patriotic, God-Fearing, Constitution-Loving, National Anthem-Singing, Stand-Your-Ground Beer

American Rebel Racing’s 2026 NHRA presence also helped put the brand front-and-center with one of motorsports’ most loyal fan bases. At the season-opening Gatornationals, both Matt Hagan in Funny Car and Leah Pruett in Top Fuel opened eliminations with first-round victories, while John Hall rode the American Rebel Light Pro Stock Motorcycle all the way to the final round. Management believes that opening-race performance reinforced the energy around the American Rebel brand at the track and extended the weekend’s momentum beyond beer sales alone.

That momentum has continued through the early part of the 2026 NHRA season. Hagan followed Gainesville by winning the historic 1,000th Funny Car race in NHRA history at the Lucas Oil NHRA Winternationals in Pomona. Pruett reached the final round in Phoenix in just her second race back in Top Fuel competition, and unofficial NHRA points following the fourth event of the season listed Hagan second in Funny Car, Pruett third in Top Fuel, and Hall third in Pro Stock Motorcycle. The Company’s driver lineup at Gainesville included Leah Pruett in Top Fuel, Matt Hagan in Funny Car, and John Hall in Pro Stock Motorcycle, giving American Rebel Light Beer meaningful on-track exposure across multiple premier NHRA classes at the very start of the season.

“We’re proud of what the NHRA Gatornationals weekend represented in beer sales at the track,” Porter added. “This was not just a sponsorship. It was a brand statement. Our American Rebel Beer Garden, our race-team relationships, our music, our retail event, and our distributor execution all came together to create an unforgettable fan experience. That matters to consumers, and it matters to the accounts and partners who want brands that can create energy, sell product, and build repeat business with American Rebel Light Beer.”

American Rebel Light is positioned as a premium domestic light lager crafted for consumers who want a crisp, easy-drinking beer with a cleaner ingredient story and a bold brand identity. With approximately 110 calories, 4 grams of carbohydrates, and 4.2% ABV per 12-ounce serving, American Rebel Light is brewed with a 100% all-malt recipe and without the corn, rice, or added sweetener shortcuts often associated with mass-market light beer. Brewed in La Crosse, Wisconsin by City Brewing Company, with recipe development in partnership with the AlcSource beverage innovation team, the product is built for consistency, scale, and broad consumer appeal.

Since launch, American Rebel Light has continued to expand under a Distributor-First growth strategy, securing distribution agreements across 18 states and building placements in both on-premise and off-premise accounts. Management believes the Gatornationals performance provides a strong proof point for future growth discussions with chain buyers, independent retailers, venue operators, and distributors seeking brands that can generate authentic consumer connection and visible market momentum.

“Gainesville was another milestone weekend for American Rebel Light,” Ross said. “For retail investors, it showed consumer demand. For retailers and establishments, it showed velocity. For wholesalers and venue partners, it showed execution. And for American Rebel Light Beer, it reinforced something we believe strongly: when America’s Patriotic Beer is placed in front of the right crowd, it wins.”

PUT A CAN IN YOUR HAND: A BETTER-FOR-YOU PREMIUM LIGHT LAGER BUILT TO WIN

American Rebel Light Beer is America’s Patriotic Beer-crafted for beer drinkers who want a crisp, clean, easy-drinking domestic light lager with a “better-for-you” profile, aligned with a brand that celebrates freedom and the American spirit. It’s the only BEER we’re DRINKIN’ ROUND HERE.

American Rebel Light Beer is positioned as a premium domestic light lager brewed for taste, quality, and consistency at scale-highlighting:

About American Rebel Light Beer

Brewed for patriots who love their country, American Rebel Light Beer is a premium domestic light lager-crisp, clean, all-natural, and bold-crafted for beer drinkers who want full-flavor refreshment with a lighter feel. With approximately 100 calories, 3.2g of carbohydrates, and 4.3% ABV per 12 oz serving, American Rebel Light is brewed without corn, rice, or added sweeteners that are common in many mass-produced light beers. Since its launch in April 2024, American Rebel Light Beer has rolled out in 18 states and continues to expand nationwide as America’s Patriotic, “healthy-for-you” light beer brewed for patriots who love this country. Anchored by its signature brand statement “America’s Patriotic, God-Fearing, Constitution-Loving, National Anthem-Singing, Stand-Your-Ground Beer,” it celebrates freedom, Life, Liberty, and the pursuit of the American Dream, inspiring consumers to Stand Tall, Stand Proud, Be Loud.

Headquartered in Nashville, Tennessee, American Rebel Light Beer is proudly served in leading honky-tonk establishments up and down Lower Broadway, bringing patriotic refreshment to the heart of Music City. The brand pursues a Distributor-First growth strategy, prioritizing strong partnerships with leading wholesalers to rapidly expand retail and on-premise availability, accelerate placements in chains and key accounts, and build nationwide momentum through consistent execution and consumer access.

Since its launch in September 2024, American Rebel Light Beer has executed distribution agreements with top-tier partners in Tennessee, Connecticut, Kansas, Kentucky, Ohio, Iowa, Missouri, North Carolina, Florida, Indiana, Virginia, Mississippi, Minnesota, Arkansas, Pennsylvania, Massachusetts, West Virginia and most recently Alabama.

For more information, visit www.americanrebelbeer.com.

Retail and Distribution Inquiries

Todd Porter

President, American Rebel Beverages

[email protected]

About American Rebel Holdings, Inc. (NASDAQ:AREB)

American Rebel Holdings, Inc. is a diversified patriotic lifestyle company headquartered in Nashville, Tennessee. Originally known for its branded safes and personal security products, the Company has expanded into the beverage, apparel, and accessories markets. Through American Rebel Beverages, the Company markets American Rebel Light Beer, a premium domestic light lager that continues to gain recognition as America’s Patriotic Beer. American Rebel Holdings leverages its patriotic brand identity, consumer lifestyle positioning, and growing distribution network to build a scalable national platform across multiple consumer categories.

For more information, visit www.americanrebel.com and www.americanrebelbeer.com.

Watch the American Rebel Story as told by our CEO Andy Ross: THE AMERICAN REBEL STORY

Forward-Looking Statements

This press release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements include, without limitation, statements regarding the Company’s expectations, beliefs, plans, intentions, strategies, prospects, and anticipated results of operations, including statements concerning: the significance of the Company’s sales performance and fan engagement at the 2026 AMALIE Motor Oil NHRA Gatornationals; the degree to which the Company’s historical performance at that event may translate into future consumer demand, reorder activity, sales velocity, repeat purchases, or sustained account performance; the expected benefits of the Company’s sponsorships, race-team affiliations, venue partnerships, sampling programs, retailer activations, music programming, and branded fan experiences; the anticipated marketing, consumer-engagement, retail, distribution, and commercial benefits associated with the competitive performance, race results, season-long momentum, points standings, and public visibility of American Rebel-sponsored drivers and teams, including Matt Hagan, Leah Pruett, Tony Stewart, and John Hall; the Company’s ability to convert event-level exposure, athlete endorsements, retailer interest, and distributor support into long-term placements, expanded authorizations, new venue opportunities, additional state coverage, increased depletions, and profitable growth; the Company’s expectations regarding its Distributor-First growth strategy; the Company’s ability to secure, maintain, and expand relationships with wholesalers, retailers, chains, venue operators, and other channel partners; the anticipated commercial impact of the Company’s marketing, brand-awareness, and experiential activation efforts; the scalability of the Company’s activation model in other markets and motorsports or live-event environments; and the Company’s future business, operating, financial, and market performance.

Statements that are not historical facts are forward-looking statements. Words such as “believes,” “expects,” “intends,” “plans,” “may,” “will,” “could,” “should,” “seeks,” “targets,” “projects,” “anticipates,” “estimates,” “opportunity,” “potential,” “continue,” and similar expressions are intended to identify forward-looking statements, although not all forward-looking statements contain these identifying words. Forward-looking statements are based on current expectations, estimates, assumptions, and projections that are inherently subject to change and involve known and unknown risks and uncertainties, many of which are beyond the Company’s control.

Actual results may differ materially from those indicated by forward-looking statements due to a variety of factors, including, without limitation: the risk that historical event-specific sales results, including the Company’s performance at the Gatornationals and at the Gainesville Total Wine & More activation, may not be replicated in future events, retail accounts, venue settings, or geographic markets; the risk that consumer trial may not translate into repeat purchases, sustained sell-through, depletions, or reorder patterns; the risk that discussions, expressions of interest, or exploratory conversations with venue operators, chains, retailers, wholesalers, or distribution partners may not result in executed agreements, expanded authorizations, purchase orders, or lasting placements; the risk that race results, season-opening momentum, points standings, athlete visibility, or fan response may not translate into future consumer demand, lasting brand awareness, retailer adoption, reorders, or increased sales; the ability of the Company’s distributors, wholesalers, retailers, venue operators, and promotional partners to execute merchandising, cold-box placement, product delivery, sampling, signage, and other sales-building activities in the manner anticipated; the Company’s ability to maintain sufficient production capacity, inventory availability, packaging supply, product freshness, and logistics support to meet demand; disruptions in manufacturing, supply chain, freight, glass, cans, cartons, ingredients, or co-packing; the Company’s dependence on third parties for brewing, packaging, logistics, event execution, and retail activation; competitive pressures in the beer and broader beverage categories, including competition from established domestic light beer brands, craft brands, flavored malt beverages, spirits-based ready-to-drink products, and non-alcohol alternatives; changes in consumer preferences, purchasing behavior, or price sensitivity; inflationary pressures and adverse macroeconomic conditions; seasonality, weather, travel patterns, and live-event attendance fluctuations; the Company’s ability to obtain and maintain federal, state, and local licenses, permits, label approvals, and other regulatory authorizations; changes in laws and regulations applicable to alcoholic beverages, including distribution restrictions, franchise laws, tied-house rules, sampling rules, retailer policies, marketing limitations, and excise taxes; reputational risks and the Company’s ability to maintain brand perception and consumer goodwill; the availability and participation of spokespersons, athletes, teams, event organizers, broadcasters, venue partners, and retailers in future promotions or activations; the performance and continued visibility of sponsored race teams and athletes; the Company’s ability to effectively deploy marketing capital and realize acceptable returns on sponsorships and experiential programs; the Company’s ability to manage working capital, service obligations, and access additional financing or capital when needed; the risk of dilution from future equity issuances or other financings; volatility in the trading price of the Company’s common stock; the Company’s ability to maintain compliance with Nasdaq continued listing requirements; and the other risks and uncertainties described from time to time in the Company’s filings with the U.S. Securities and Exchange Commission, including under the headings “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in the Company’s most recent Annual Report on Form 10-K, subsequent Quarterly Reports on Form 10-Q, and Current Reports on Form 8-K.

Readers are cautioned not to place undue reliance on forward-looking statements. Historical results discussed in this press release, including event-specific sales comparisons, sampling outcomes, race results, and points standings, should not be regarded as necessarily indicative of future results, future market acceptance, or future performance in any other account, venue, territory, or race event. Forward-looking statements speak only as of the date they are made, and the Company undertakes no obligation to update or revise any forward-looking statements, whether as a result of new information, future events, or otherwise, except as required by law.

Investor Contact

American Rebel Holdings, Inc.

[email protected]

SOURCE: American Rebel Holdings