8-K - AREB - Equibles

UNITED

STATES

SECURITIES

AND EXCHANGE COMMISSION

Washington,

D.C. 20549

FORM

8-K

CURRENT

REPORT

Pursuant

to Section 13 or 15(d) of The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported) January 6, 2026

AMERICAN

REBEL HOLDINGS, INC.

(Exact name of registrant as specified in its charter)

Nevada	001-41267	47-3892903
(State<br> or other jurisdiction of incorporation)	(Commission<br><br> <br>File<br> Number)	(IRS<br> Employer<br><br> <br>Identification<br> No.)
218 3rd Avenue North #400,<br><br> <br>Nashville, Tennessee	37201
---	---
(Address<br> of principal executive offices)	(Zip<br> Code)

Registrant’s telephone number, including area code: (833) 267-3235

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐	Written<br> communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐	Soliciting<br> material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐	Pre-commencement<br> communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐	Pre-commencement<br> communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title<br> of each class	Trading<br> Symbol(s)	Name<br> of each exchange on which registered
Common<br> Stock, $0.001 par value	AREB	The<br> Nasdaq Stock Market LLC
Common<br> Stock Purchase Warrants	AREBW	The<br> Nasdaq Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as deﬁned in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised ﬁnancial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item1.01. Entry into a Material Definitive Agreement.

Streeterville Capital Exchange Agreement

On January 6, 2026, the Company entered into an Exchange Agreement (the “Exchange”) with Streeterville Capital, LLC (“Streeterville”).

The Company previously entered into that certain Secured Promissory Note (the “Note”), with an original issuance date of June 26, 2025 in the principal amount of $5,470,000.

Pursuant to the Exchange, the Company and Streeterville agreed to partition a new Secured Promissory Note in the original principal amount of $100,000.00 (the “Partitioned Note”) from the Note and then cause the outstanding balance of the Note to be reduced by an amount equal to the initial outstanding balance of the Partitioned Note. Concurrently, the Partitioned Note was exchanged for 197,122 shares of the Company’s common stock.

On January 13, 2026, the Company and Streeterville entered into a second Exchange Agreement (the “Second Exchange”), whereby the Company and Streeterville agreed to partition a new Secured Promissory Note in the original principal amount of $125,000.00 (the “Second Partitioned Note”) from the Note and then cause the outstanding balance of the Note to be reduced by an amount equal to the initial outstanding balance of the Second Partitioned Note. Concurrently, the Second Partitioned Note was exchanged for 282,485 shares of the Company’s common stock.

The foregoing descriptions of the Exchange and Second Exchange are not complete descriptions of all of the parties’ rights and obligations under the Exchange and Second Exchange, and are qualified in their entirety by reference to the Exchange Agreement and Second Exchange Agreement, copies of which are filed as Exhibits 10.1 and 10.2, respectively, to this Current Report on Form 8-K.

Silverback Capital Amended Settlement and Stipulation Agreement

On January 7, 2026, the Company entered into an Amendment to Settlement Agreement and Stipulation (the “Amendment”) with Silverback Capital Corporation (“SCC”), which amended that certain Settlement Agreement and Stipulation dated as of October 28, 2025 (the “Settlement Agreement”). Pursuant to the Amendment, the Company and SCC agreed to lower the Floor Price for conversions, as defined in Paragraph 9 of the Settlement Agreement, to $0.51 per share.

The foregoing description of the Amendment and of all of the parties’ rights and obligations under the Amendment is qualified in its entirety by reference to the Amendment, a copy of which is filed as Exhibit 10.3 to this Current Report on Form 8-K, and of which is incorporated herein by reference.

Agile Exchange and Settlement Agreement

On January 12, 2026, (the “Closing Date”), the Company entered into an Exchange and Settlement Agreement (the “Securities Exchange Agreement”) with Agile Capital Funding, LLC (“Agile”).

The Company previously entered into that certain Business Loan and Security Agreement (the “Loan Agreement”), pursuant to which Agile extended a term loan to the Company in an original principal amount of $787,500 dated December 4, 2025.

Pursuant to the Securities Exchange Agreement, AREB and Agile exchanged all amounts due pursuant to the Loan Agreement for 30,240 shares of the Company’s Series D Convertible Preferred Stoc (the “Conversion Shares”), valued at $7.50 per share.

Upon consummation of the exchange, the Loan Agreement, the four payments totaling $226,800 and a fee of $64,800 set forth in the Securities Exchange Agreement are fully satisfied.

The Securities Exchange Agreement included representations, warranties and covenants by the Company and Agile that are customary for a transaction of this type. The Company is required to file a registration statement on Form S-1 to register the Conversion Shares within 5 business days of the Closing Date. If the Company fails to file the registration statement within such timeframe, the total number of shares of Series D Convertible Preferred Stock issuable under the Securities Exchange Agreement shall automatically increase by ten percent.

The foregoing description of the Securities Exchange Agreement is not a complete description of all of the parties’ rights and obligations under the Securities Exchange Agreement, and is qualified in its entirety by reference to the Securities Exchange Agreement, a copy of which is filed as Exhibit 10.4 to this Current Report on Form 8-K.

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Item2.03. Creation of a Direct Financial Obligation or an Obligation Under an Off-Balance Sheet Arrangement of a Registrant.

The information set forth above in Item 1.01 of this Current Report on Form 8-K is incorporated herein by reference.

Item3.02 Sale of Unregistered Securities.

On January 6, 2026, the Company issued Streeterville 197,122 shares of common stock pursuant to the Exchange set forth in Item 1.01 above.

On December 31, 2025, the Company authorized the issuance of issued 16,000 shares of Series D Convertible Preferred Stock to Larry Sinks, an independent director of the Company, for loan interest of $120,000.00. On January 8, 2026, the Company and Mr. Sinks mutually agreed to rescind the issuance of these shares and such shares were never issued.

On January 8, 2026, SCC requested the issuance of 269,607 shares of Common Stock to SCC, representing a payment of approximately $137,500.

On January 8, 2026, Boot Capital LLC converted $33,062.50 of the principal amount owed under the July 7, 2025 promissory note into 65,019 shares of common stock.

On January 8, 2026, 1800 Diagonal Lending LLC converted $50,000 of the principal amount owed under the July 7, 2025 promissory note into 98,328 shares of common stock.

On January 9, 2026, 1800 Diagonal Lending LLC converted $50,000 of the principal amount owed under the July 7, 2025 promissory note into 98,328 shares of common stock.

On January 9, 2026, the Company authorized the issuance of 100 shares of common stock to James T. Porter pursuant to the Rescission Agreement set forth in Item 5.03 below.

On January 12, 2026, 1800 Diagonal Lending LLC converted $55,000 of the principal amount owed under the July 7, 2025 promissory note into 111,551 shares of common stock.

On January 12, 2026, the Company issued Agile 30,240 shares of Series D Convertible Preferred Stock pursuant to the Securities Exchange Agreement set forth in Item 1.01 above.

On January 13, 2026, the Company issued Streeterville 282,485 shares of common stock pursuant to the Second Exchange set forth in Item 1.01 above.

On January 13, 2026, Boot Capital LLC converted $33,062.50 of the principal amount owed under the July 7, 2025 promissory note into 69,248 shares of common stock.

All of the above-described issuances (if any) were exempt from registration pursuant to Section 4(a)(2), Section 3(a)(9), and/or Regulation D of the Securities Act as transactions not involving a public offering. With respect to each transaction listed above, no general solicitation was made by either the Company or any person acting on its behalf. All such securities issued pursuant to such exemptions are restricted securities as defined in Rule 144(a)(3) promulgated under the Securities Act, appropriate legends have been placed on the documents evidencing the securities, and may not be offered or sold absent registration or pursuant to an exemption therefrom.

Item5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officer; Compensatory Arrangements ofCertain Officers.

(e) Lambrecht Employment Agreement Amendment. On January 8, 2026, the Company entered into an amendment to the employment agreement with Corey A. Lambrecht, COO and President. Pursuant to the amended agreement, the Company agreed to increase Mr. Lambrecht’s salary to $352,000 per annum effective January 1, 2026. A copy of the amendment is attached hereto as Exhibit 10.5.

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Porter Rescission Agreement

On January 9, 2026, the Company entered into a Mutual Rescission and Release Agreement (the “Rescission Agreement”) with James T. Porter, the President of American Rebel Beverages (the “Recipient”).

Under the terms of the Rescission Agreement, the Company and the Recipient mutually agreed to rescind, ab initio, a restricted stock award previously granted on January 1, 2025 (the “Original Award”). The Original Award, which was valued at $42,000.00 on the grant date and represented 23,204 pre-split shares (adjusted to 100 shares following the Company’s 2025 reverse stock splits), was scheduled to vest on December 31, 2025.

The Parties elected to rescind the Original Award to mitigate an unintended and disproportionate tax liability to the Recipient resulting from the significant disparity between the Original Award’s grant-date valuation and the current market value of the underlying shares. As a result of the rescission, the Original Award is deemed null and void, and no shares will be issued thereunder.

Simultaneously, on January 9, 2026, the Board of Directors of the Company approved a new equity retention grant to the Recipient consisting of 100 shares of restricted common stock (the “2026 Grant”) under the Company’s 2022 Equity Incentive Plan. The 2026 Grant was fully vested upon issuance. The Company believes this re-grant maintains the intended equity incentive for the Recipient while aligning the associated tax basis with the current fair market value of the Company’s common stock.

The foregoing description of the Rescission Agreement is qualified in its entirety by reference to the full text of the Rescission Agreement, a copy of which is filed as Exhibit 10.6 to this Current Report on Form 8-K.

Item7.01 Regulation FD Disclosure.

On January 6, 2026, the Company’s wholly-owned subsidiary, Champion Safe Company, issued a press release titled “West Coast Safe Company Drives Momentum With Over 35% Growth in Champion Safe Orders.” A copy of the press release is attached hereto as Exhibit 99.1.

On January 8, 2026, the Company issued a press release titled “American Rebel Holdings, Inc. (NASDAQ: AREB) and American Rebel Light Beer Announce Indiana Expansion with Working Distributors Partnership, Driving Nationwide Momentum in Distributor-First Growth.” A copy of the press release is attached hereto as Exhibit 99.2.

On January 9, 2026, the Company issued a press release titled “American Rebel Board and Executive Leadership Convert Approximately $2.05 Million of Accrued Fees and Compensation into Equity, Further Strengthening Stockholders’ Equity and Reducing Accrued Liabilities.” A copy of the press release is attached hereto as Exhibit 99.3.

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The press releases contain forward-looking statements within the meaning of the federal securities laws. These forward-looking statements are necessarily based on certain assumptions and are subject to significant risks and uncertainties. These forward-looking statements are based on management’s expectations as of the date hereof. The Company does not undertake any responsibility for the adequacy, accuracy or completeness or to update any of these statements in the future. Actual future performance and results could differ from that contained in or suggested by these forward-looking statements.

The information in Item 7.01 of this Current Report on Form 8-K is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, whether made before or after the date hereof, except as shall be expressly set forth by specific reference to Item 7.01 of this Current Report on Form 8-K in such a filing.

Item9.01 Financial Statements and Exhibits.

(d)	Exhibits.
Exhibit Number	Description
---	---
10.1	Streeterville Exchange Agreement dated January 6, 2026
10.2	Streeterville Second Exchange Agreement dated January 13, 2026
10.3	SB Capital Amendment to Settlement Agreement and Stipulation dated January 7, 2026
10.4	Agile Exchange and Settlement Agreement dated January 12, 2026
10.5<br> †	Amendment No.1 to Lambrecht Employment Agreement dated January 8, 2026
10.6<br> †	Porter Rescission Agreement dated January 9, 2026
99.1	West Coast Safe Company over 35% growth in Champion Safe orders press release dated January 6, 2026
99.2	American Rebel Beer Indiana expansion press release dated January 8, 2026
99.3	Board and Executive conversion of $2.05 million of accrued fees and compensation into equity press release dated January 9, 2026
99.4	American Rebel Beer Virginia Distributor press release dated January 13, 2026
104	Cover<br> Page Interactive Data File

† Indicates management contract or compensatory plan or arrangement.

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934 the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	AMERICAN REBEL HOLDINGS, INC.
Date:<br> January 13, 2026	By:	/s/ Charles A. Ross, Jr.
		Charles<br> A. Ross, Jr.<br><br> <br>Chief<br> Executive Officer

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Exhibit10.1

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

EXCHANGEAGREEMENT

This Exchange Agreement (this “Agreement”) is entered into as of January 6, 2026 by and between Streeterville Capital, LLC, a Utah limited liability company (“Lender”), and American Rebel Holdings, Inc., a Nevada corporation (“Borrower”). Capitalized terms used in this Agreement without definition shall have the meanings given to them in the Original Note (defined below).

A. Borrower previously sold and issued to Lender that certain Secured Promissory Note with an original issuance date of June 26, 2025 in the principal amount of $5,470,000.00 (the “Original Note” together with all other documents entered into in conjunction therewith, the “Transaction Documents”).

B. Subject to the terms of this Agreement, Borrower and Lender desire to partition a new Secured Promissory Note in the original principal amount of $100,000.00 (the “Partitioned Note”) from the Original Note and then cause the outstanding balance of the Original Note to be reduced by an amount equal to the initial outstanding balance of the Partitioned Note.

C. Borrower and Lender further desire to exchange (such exchange is referred to as the “Note Exchange”) the Partitioned Note for the delivery of 197,122 shares of the Borrower’s Common Shares, $0.001 par value (the “Common Stock,” and such 197,122 shares of Common Stock, the “Exchange Shares”), according to the terms and conditions of this Agreement.

D. The Note Exchange will consist of Lender surrendering the Partitioned Note in exchange for the Exchange Shares, which will be issued free of any restrictive securities legend pursuant to Rule 144. Other than the surrender of the Partitioned Note, no consideration of any kind whatsoever shall be given by Lender to Borrower in connection with this Agreement.

E. Lender and Borrower now desire to exchange the Partitioned Note 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:

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.
Partition. Effective as of the date hereof, Borrower and Lender agree that the Partitioned Note is hereby partitioned from the Original Note. Following such partition of the Original Note, Borrower and Lender agree that the Original Note shall remain in full force and effect, provided that the outstanding balance of the Original Note shall be reduced by an amount equal to the initial outstanding balance of the Partitioned Note.

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Issuance of Shares. Pursuant to the terms and conditions of this Agreement, the Exchange Shares shall be delivered to Lender on or before January 8, 2026 and the Note Exchange shall occur with Lender surrendering the Partitioned Note to Borrower on the Free Trading Date (as defined below). On the Free Trading Date, the Partitioned Note shall be cancelled and all obligations of Borrower under the Partitioned Note shall be deemed fulfilled. All Exchange Shares delivered hereunder shall be delivered via DWAC to Lender’s designated brokerage account. Subject to the securities laws and regulations, Borrower agrees to provide all necessary cooperation or assistance that may be required to cause all Exchange Shares delivered hereunder to become Free Trading (the first date such occurs, the “Free TradingDate”). For purposes hereof, the term “Free Trading” means that (a) the Exchange Shares have been cleared and approved for public resale by the compliance departments of Lender’s brokerage firm and the clearing firm servicing such brokerage, and (b) such shares are held in the name of the clearing firm servicing Lender’s brokerage firm and have been deposited into such clearing firm’s account for the benefit of Lender.
Closing. The closing of the transaction contemplated hereby (the “Closing”) along with the delivery of the Exchange Shares to Lender shall occur on the date that is mutually agreed to by Borrower and Lender by means of the exchange by email of .pdf documents, but shall be deemed to have occurred at the offices of Hansen Black Anderson Ashcraft PLLC in Lehi, Utah.
Holding Period, Tacking and Legal Opinion. Lender and Borrower agree 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 Partitioned Note and the Exchange Shares will include Lender’s holding period of the Original Note from June 26, 2025, which date is the date that the Original Note was originally issued. Borrower agrees not to take a position contrary to this Section 5 in any document, statement, setting, or situation. Borrower agrees to take all action necessary to issue the Exchange Shares without restriction, and not containing any restrictive legend without the need for any action by Lender; provided that the applicable holding period has been met. In furtherance thereof, prior to the Closing, counsel to Lender may, in its sole discretion, provide an opinion that: (a) the Exchange Shares may be resold pursuant to Rule 144 without volume or manner-of-sale restrictions or current public information requirements; and (b) the transactions contemplated hereby and all other documents associated with this transaction comport with the requirements of Section 3(a)(9) of the Securities Act. Borrower represents that it is in full compliance with the tests and standards set forth in Rule 144(i)(2) as of the date of this Agreement. The Exchange Shares are being issued in substitution of and exchange for and not in satisfaction of the Partitioned Note. The Exchange Shares shall not constitute a novation or satisfaction and accord of the Partitioned Note. Borrower acknowledges and understands that the representations and agreements of Borrower in this Section 5 are a material inducement to Lender’s decision to consummate the transactions contemplated herein.

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Representations, Warranties and Agreements of Borrower. In order to induce Lender to enter into this Agreement, Borrower, for itself, and for its affiliates, successors and assigns, hereby acknowledges, represents, warrants and agrees as follows: (a) Borrower 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 Borrower hereunder, (c) except as specifically set forth herein, nothing herein shall in any manner release, lessen, modify or otherwise affect Borrower’s obligations under the Original Note, (d) the issuance of the Exchange Shares is duly authorized by all necessary corporate action and the Exchange Shares are 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, (e) Borrower has not received any consideration in any form whatsoever for entering into this Agreement, other than the surrender of the Partitioned Note, and (f) Borrower 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 Borrower related to this Agreement.
Representations, Warranties and Agreements of Lender. In order to induce Borrower to enter into this Agreement, Lender, for itself, and for its affiliates, successors and assigns, hereby acknowledges, represents, warrants and agrees as follows: (a) Lender 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, and (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 Lender hereunder.
Arbitration. By its execution of this Agreement, each party agrees to be bound by the Arbitration Provisions (as defined in that certain Note Purchase Agreement dated June 26, 2025 between Lender and Borrower (the “Purchase Agreement”) set forth as an exhibit to the Purchase Agreement and the parties agree to submit all Claims (as defined in the Purchase Agreement) arising under this Agreement or any Transaction Document or other agreement between the parties and their affiliates to binding arbitration pursuant to the Arbitration Provisions.
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. The provisions set forth in the Purchase Agreement to determine the proper venue for any disputes are incorporated herein by this reference. BORROWER HEREBY IRREVOCABLY WAIVES ANY RIGHTIT MAY HAVE TO, AND AGREES NOT TO REQUEST, A JURY TRIAL FOR THE ADJUDICATION OF ANY DISPUTE HEREUNDER OR IN CONNECTION WITH OR ARISINGOUT OF THIS AGREEMENT OR ANY TRANSACTION CONTEMPLATED HEREBY.

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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.

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 prevailing party 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.

No Reliance. Each party acknowledges and agrees that neither the other party nor any of such other party’s officers, directors, members, managers, equity holders, representatives or agents has made any representations or warranties to the party or any of its agents, representatives, officers, directors, or employees except as expressly set forth in this Agreement and the Transaction Documents and, in making its decision to enter into the transactions contemplated by this Agreement, the party is not relying on any representation, warranty, covenant or promise of the other party or such other party’s officers, directors, members, managers, equity holders, agents or representatives other than as set forth in this Agreement.
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.
Entire Agreement. This Agreement, together with the Transaction Documents, and all other documents referred to herein, supersedes all other prior oral or written agreements between Borrower, Lender, 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 Lender nor Borrower makes any representation, warranty, covenant or undertaking with respect to such matters.
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.
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 Lender hereunder may be assigned by Lender to a third party, including its financing sources, in whole or in part. Neither party shall assign this Agreement or any of its obligations herein without the prior written consent of the other party.

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Continuing Enforceability; Conflict Between Documents. Except as otherwise modified by this Agreement, the Original Note and each of the other Transaction Documents shall remain in full force and effect, enforceable in accordance with all of its original terms and provisions. This Agreement shall not be effective or binding unless and until it is fully executed and delivered by Lender and Borrower. If there is any conflict between the terms of this Agreement, on the one hand, and the Original Note or any other Transaction Document, on the other hand, the terms of this Agreement shall prevail.
Time of Essence. Time is of the essence with respect to each and every provision of this Agreement.
Notices. Unless otherwise specifically provided for herein, all notices, demands or requests required or permitted under this Agreement to be given to Borrower or Lender shall be given as set forth in the “Notices” section of the Purchase Agreement.
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.

[Remainderof page intentionally left blank]

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

BORROWER:
AMERICAN<br> REBEL HOLDINGS, INC.
By:	/s/ Charles A. Ross, Jr.
Name:	Charles A. Ross, Jr.
Title:	CEO
LENDER:
---	---
STREETERVILLE<br> CAPITAL, LLC
By:	/s/ John M. Fife
	John<br> M. Fife, President

[SignaturePage to Exchange Agreement]

Exhibit 10.2

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

EXCHANGEAGREEMENT

This Exchange Agreement (this “Agreement”) is entered into as of January 13, 2026 by and between Streeterville Capital, LLC, a Utah limited liability company (“Lender”), and American Rebel Holdings, Inc., a Nevada corporation (“Borrower”). Capitalized terms used in this Agreement without definition shall have the meanings given to them in the Original Note (defined below).

B. Subject to the terms of this Agreement, Borrower and Lender desire to partition a new Secured Promissory Note in the original principal amount of $125,000.00 (the “Partitioned Note”) from the Original Note and then cause the outstanding balance of the Original Note to be reduced by an amount equal to the initial outstanding balance of the Partitioned Note.

C. Borrower and Lender further desire to exchange (such exchange is referred to as the “Note Exchange”) the Partitioned Note for the delivery of 282,485 shares of the Borrower’s Common Shares, $0.001 par value (the “Common Stock,” and such 282,485 shares of Common Stock, the “Exchange Shares”), according to the terms and conditions of this Agreement.

E. Lender and Borrower now desire to exchange the Partitioned Note 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. Partition. Effective as of the date hereof, Borrower and Lender agree that the Partitioned Note is hereby partitioned from the Original Note. Following such partition of the Original Note, Borrower and Lender agree that the Original Note shall remain in full force and effect, provided that the outstanding balance of the Original Note shall be reduced by an amount equal to the initial outstanding balance of the Partitioned Note.

3. Issuance of Shares. Pursuant to the terms and conditions of this Agreement, the Exchange Shares shall be delivered to Lender on or before January 14, 2026 and the Note Exchange shall occur with Lender surrendering the Partitioned Note to Borrower on the Free Trading Date (as defined below). On the Free Trading Date, the Partitioned Note shall be cancelled and all obligations of Borrower under the Partitioned Note shall be deemed fulfilled. All Exchange Shares delivered hereunder shall be delivered via DWAC to Lender’s designated brokerage account. Subject to the securities laws and regulations, Borrower agrees to provide all necessary cooperation or assistance that may be required to cause all Exchange Shares delivered hereunder to become Free Trading (the first date such occurs, the “FreeTrading Date”). For purposes hereof, the term “Free Trading” means that (a) the Exchange Shares have been cleared and approved for public resale by the compliance departments of Lender’s brokerage firm and the clearing firm servicing such brokerage, and (b) such shares are held in the name of the clearing firm servicing Lender’s brokerage firm and have been deposited into such clearing firm’s account for the benefit of Lender.

4. Closing. The closing of the transaction contemplated hereby (the “Closing”) along with the delivery of the Exchange Shares to Lender shall occur on the date that is mutually agreed to by Borrower and Lender by means of the exchange by email of .pdf documents, but shall be deemed to have occurred at the offices of Hansen Black Anderson Ashcraft PLLC in Lehi, Utah.

5. Holding Period, Tacking and Legal Opinion. Lender and Borrower agree 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 Partitioned Note and the Exchange Shares will include Lender’s holding period of the Original Note from June 26, 2025, which date is the date that the Original Note was originally issued. Borrower agrees not to take a position contrary to this Section 5 in any document, statement, setting, or situation. Borrower agrees to take all action necessary to issue the Exchange Shares without restriction, and not containing any restrictive legend without the need for any action by Lender; provided that the applicable holding period has been met. In furtherance thereof, prior to the Closing, counsel to Lender may, in its sole discretion, provide an opinion that: (a) the Exchange Shares may be resold pursuant to Rule 144 without volume or manner-of-sale restrictions or current public information requirements; and (b) the transactions contemplated hereby and all other documents associated with this transaction comport with the requirements of Section 3(a)(9) of the Securities Act. Borrower represents that it is in full compliance with the tests and standards set forth in Rule 144(i)(2) as of the date of this Agreement. The Exchange Shares are being issued in substitution of and exchange for and not in satisfaction of the Partitioned Note. The Exchange Shares shall not constitute a novation or satisfaction and accord of the Partitioned Note. Borrower acknowledges and understands that the representations and agreements of Borrower in this Section 5 are a material inducement to Lender’s decision to consummate the transactions contemplated herein.

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6. Representations, Warranties and Agreements of Borrower. In order to induce Lender to enter into this Agreement, Borrower, for itself, and for its affiliates, successors and assigns, hereby acknowledges, represents, warrants and agrees as follows: (a) Borrower 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 Borrower hereunder, (c) except as specifically set forth herein, nothing herein shall in any manner release, lessen, modify or otherwise affect Borrower’s obligations under the Original Note, (d) the issuance of the Exchange Shares is duly authorized by all necessary corporate action and the Exchange Shares are 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, (e) Borrower has not received any consideration in any form whatsoever for entering into this Agreement, other than the surrender of the Partitioned Note, and (f) Borrower 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 Borrower related to this Agreement.

7. Representations, Warranties and Agreements of Lender. In order to induce Borrower to enter into this Agreement, Lender, for itself, and for its affiliates, successors and assigns, hereby acknowledges, represents, warrants and agrees as follows: (a) Lender 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, and (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 Lender hereunder.

8. Arbitration. By its execution of this Agreement, each party agrees to be bound by the Arbitration Provisions (as defined in that certain Note Purchase Agreement dated June 26, 2025 between Lender and Borrower (the “Purchase Agreement”) set forth as an exhibit to the Purchase Agreement and the parties agree to submit all Claims (as defined in the Purchase Agreement) arising under this Agreement or any Transaction Document or other agreement between the parties and their affiliates to binding arbitration pursuant to the Arbitration Provisions.

9. 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. The provisions set forth in the Purchase Agreement to determine the proper venue for any disputes are incorporated herein by this reference. BORROWER HEREBY IRREVOCABLY WAIVES ANY RIGHTIT MAY HAVE TO, AND AGREES NOT TO REQUEST, A JURY TRIAL FOR THE ADJUDICATION OF ANY DISPUTE HEREUNDER OR IN CONNECTION WITH OR ARISINGOUT OF THIS AGREEMENT OR ANY TRANSACTION CONTEMPLATED HEREBY.

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10. 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.

11. 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 prevailing party 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.

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

13. 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.

14. Entire Agreement. This Agreement, together with the Transaction Documents, and all other documents referred to herein, supersedes all other prior oral or written agreements between Borrower, Lender, 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 Lender nor Borrower makes any representation, warranty, covenant or undertaking with respect to such matters.

15. 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.

16. 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 Lender hereunder may be assigned by Lender to a third party, including its financing sources, in whole or in part. Neither party shall assign this Agreement or any of its obligations herein without the prior written consent of the other party.

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17. Continuing Enforceability; Conflict Between Documents. Except as otherwise modified by this Agreement, the Original Note and each of the other Transaction Documents shall remain in full force and effect, enforceable in accordance with all of its original terms and provisions. This Agreement shall not be effective or binding unless and until it is fully executed and delivered by Lender and Borrower. If there is any conflict between the terms of this Agreement, on the one hand, and the Original Note or any other Transaction Document, on the other hand, the terms of this Agreement shall prevail.

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

19. Notices. Unless otherwise specifically provided for herein, all notices, demands or requests required or permitted under this Agreement to be given to Borrower or Lender shall be given as set forth in the “Notices” section of the Purchase Agreement.

20. 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.

[Remainderof page intentionally left blank]

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

BORROWER:
AMERICAN<br> REBEL HOLDINGS, INC.
By:	/s/ Charles A. Ross, Jr.
Name:	Charles<br>A. Ross, Jr
Title:	CEO
LENDER:
---	---
STREETERVILLE<br>CAPITAL, LLC
By:	/s/ John M. Fife
	John<br> M. Fife, President

[SignaturePage to Exchange Agreement]

Exhibit10.3

Exhibit10.4

EXCHANGEAND SETTLEMENT AGREEMENT

PARTIES

THISEXCHANGE AND SETTLEMENT AGREEMENT (the “Agreement”) is effective as of the 12th day of January 2026 (the “Effective Date”), by and between AGILE CAPITAL FUNDING LLC, a New York limited liability company (“Agile”); and, AMERICAN REBEL HOLDINGS, INC., a Nevada corporation (“AREB”). AREB and Agile are sometimes referred to collectively herein as the “Parties”, and each individually as a “Party”.

RECITALS

WHEREAS, AREB previously entered into that certain Business Loan and Security Agreement (the “Loan Agreement”), pursuant to which Agile extended a term loan in the principal amount of $787,500.00, inclusive of a $37,500.00 Administrative Agent Fee, with drawdowns governed by the Drawdown Schedule set forth in the Loan Agreement. Except as otherwise provided herein, terms defined in the Loan Agreement shall have the same meaning when used herein;

WHEREAS, under the terms of the Loan Agreement, AREB was obligated to repay a total amount of $1,134,000.00, which includes all accrued interest, lender fees, and third-party charges;

WHEREAS, AREB currently has an outstanding balance of $1,012,500.00 under the Loan Agreement, and such amount represents the settled balance currently owed by AREB to Agile;

WHEREAS, the Parties agree that the Loan Agreement, and term loan associated therewith, along with any Advances made thereunder, represented a “security”, as that term is commonly defined under the applicable rules and regulations of the Securities Act of 1933, as amended from time-to-time (the “Securities Act”).

WHEREAS, the Parties expressly agree that this Agreement shall supersede the original versions and all previous modifications, amendments, and restructurings (if any) regarding the Loan Agreement and any other agreement related thereto (collectively, the “Prior Agreements”).

WHEREAS, The transactions envisioned hereunder will be affected in compliance with, and will otherwise satisfy, all requirements of Section 3(a)(9) of the Securities Act.

NOW,THEREFORE, in consideration of the promises and the mutual covenants contained herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged (all of the foregoing specifically in respect to this Agreement and not for any other actions or transactions by and between the Parties), the Parties, intending to be legally bound, hereby agree as follows:

III

EXCHANGEAND ISSUANCE

3.1 Exchange. On the Closing Date, subject to the terms and conditions of this Agreement, AREB and Agile shall, pursuant to Section 3(a)(9) of the Securities Act, exchange (a) the past-due installment payment due on January 8, 2026 under the Loan Agreement, and (b) the three future installment payments due on January 15, 2026, January 22, 2026, and January 29, 2026 under the Loan Agreement (collectively, the “Settled Payments”) for 30,240 shares of AREB Series D Convertible Preferred Stock (the “Settlement Shares”), valued at $7.50 per share. The issuance of the Settlement Shares for the Settled Payments is hereby defined as the “Exchange.”

For purposes of this Section 3.1, the aggregate amount being settled is $162,000.00 (4 payments × $40,500.00 per payment) (the “Payment Total”), plus a 40% fee equal to $64,800.00 (the “Fee”). The Payment Total plus the Fee equals $226,800.00 (the “Settlement Amount”). The number of Settlement Shares issuable is determined by dividing the Settlement Amount by $7.50 per share ($226,800.00 ÷ $7.50 = 30,240 Settlement Shares).

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Upon consummation of the Exchange, the Settled Payments shall be deemed satisfied in full and no longer due or payable; for the avoidance of doubt, except as expressly set forth herein (or in a written amendment executed by the parties), the Loan Agreement shall otherwise remain in full force and effect with respect to any obligations not included in the Settled Payments.

“AREB Series D Convertible Preferred Stock” means the Company’s Series D Convertible Preferred Stock, with the rights, preferences, privileges, limitations, and conversion features set forth in the Company’s organizational documents and the applicable certificate/articles of designation (as filed and in effect from time to time). Each share of AREB Series D Convertible Preferred Stock is convertible into shares of AREB common stock, par value $0.001 per share (the “Common Stock”) at a fixed price of $1.50 per share (each preferred share converts into five shares of Common Stock).

3.2 Issuance of the Settlement Shares. Concurrent with the Exchange, AREB shall issue the Settlement Shares to Agile (the “Issuance”). In order to affect the Issuance, the Parties further agree as follows:

(a) The Settlement Shares shall be issued in restricted form under the Securities Act of 1933, as amended, by AREB’s securities counsel. AREB agrees to file a resale registration statement (the “Registration Statement”) covering Agile’s resale of all of shares of common stock underlying the conversion of the Settlement Shares within five (5) business days of executing this Agreement. If the Registration Statement is not filed within the agreed timeframe, the total number of Settlement Shares shall automatically increase by ten percent (10%).

(b) AREB shall pay all costs charged in order to affect the Issuance, the costs of the Registration Statement and the conversion of the Settlement Shares and subsequent issuance of shares of common stock by AREB’s transfer agent.

(c) The Issuance and Exchange is intended to be in full compliance with, and otherwise satisfy, the requirements of Section 3(a)(9) of the Securities Act.

(d) The Settlement Shares contain a provision limiting Agile’s beneficial ownership percentage in AREB. The Parties agree that such provision is a material part of this Agreement and shall not be breached by AREB. In no event shall Agile be deemed to beneficially own more than 4.99% of the outstanding shares of Common Stock of AREB.

(e) Notwithstanding anything to the contrary contained in this Agreement the parties hereto agree that the total cumulative number of shares of Common Stock issued pursuant to this Agreement, upon the conversion of the AREB Series D Convertible Preferred Stock may not exceed the requirements established in Nasdaq Listing Rule 5635(a) (the “Approval”), except such limitation shall not apply following compliance by AREB with the requirements of the Approval, if required. If necessary, AREB covenants and agrees to obtain the Approval, within 60 days of the determination date that the Approval is required, of the shares of Common Stock to be issued under this Agreement.

RELEASE

4.1 Mutual Release. In consideration of the covenants, promises, and satisfaction of the obligations contained in this Agreement, and other good and valuable consideration, the receipt and value of which is hereby confirmed, Agile on the one hand, and AREB on the other hand, shall hereby fully, finally, and forever settle and release each other and their respective executors, administrators, successors, assigns, directors, officers, stockholders, members, managers, owners, affiliates, and attorneys from any and all known and unknown claims of every nature and kind whatsoever, losses, fines, penalties, damages, demands, judgments, debts, obligations, interests, liabilities, causes of action, breaches of duty, costs, expenses, and injunctions of any nature whatsoever, whether known or unknown, arising under or related to the Exchange and the Loan Agreement.

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4.2 Express Waiver of Certain Rights. The Parties hereby agree that the release of claims hereunder shall expressly include (i) any and all known and unknown claims of every nature and kind whatsoever which the Parties now or hereafter may have with respect to each other with regard to and arising under the Exchange; and, (ii) the irrevocable waiver by AREB of all rights of offset, defense, or counterclaims with respect to the enforceability of any of the Prior Agreements (collectively referred to herein as the “Released Claims”).

4.3 Covenant Not to Sue. A “covenant not to sue” is a legal term which means that each Party promises not to file a lawsuit or other legal claim against the other Party. The Parties promise not to file a lawsuit, arbitration proceeding, administrative proceeding, or any other legal claim against the other Party. It is different from the mutual release and waiver in the above sections. Besides waiving and releasing claims hereunder, each Party agrees never to sue any of the persons named in Section 4.1, above, in any court, arbitration proceeding, administrative proceeding or otherwise, for any claim released in this Agreement. Notwithstanding this Covenant Not to Sue, either Party may bring a claim against the other Party to enforce this Agreement, and may bring any other claim that cannot legally be waived.

4.4 After Acquired Information. The Parties acknowledge that they may hereafter discover information, facts, or circumstances different from or in addition to those which they now know or believe to be true. This Agreement shall remain in full force and effect in all respects notwithstanding such discovery, and the Parties expressly accept and assume the risk of such possible additions to or differences from those facts now known or believed to be true.

4.5 Enforceability. The enforceability of this Agreement is conditioned upon each Party satisfying its respective obligations hereunder.

4.6 No Prior Assignments. The Parties hereby covenant that no part of the Loan Agreement or the Released Claims has been assigned to any other person, and that no other person has any interest in any part of the Loan Agreement or the Released Claims. In the event any other person asserts any interest with respect to the Loan Agreement or the Released Claims, then the Party breaching this covenant shall indemnify the Party against whom such claim is asserted for any and all damages, costs, and fees.

4.7 Specific Exclusions. It is expressly understood that the release contained in this Agreement does not encompass the promises and obligations of the Parties under this Agreement or the rights remaining under the Loan Agreement, which the Parties agree remain in full and force effect, as amended hereunder. This Agreement also does not contemplate or include within the release hereunder post-Effective Date intentionally willful, tortious, or criminal acts of either Party, such acts being expressly excluded from this Agreement.

4.8 No Admission of Liability. Notwithstanding the terms and conditions of this Agreement, execution hereof shall in no manner or form constitute the admission of liability or responsibility of either Party in respect to the Exchange.

4.9 Independent Legal Counsel. Each Party warrants, represents, and agrees that in executing this Agreement, it does so with full knowledge of the rights each may have with respect to the other Parties, and that each has received, or has had the opportunity to receive, independent legal, tax, and business advice as to these rights. Each Party has executed this Agreement as the result of arm’s length negotiations conducted by and among the Parties and their respective counsel or advisors, and free of any fraud, duress, or undue influence.

4.10 Disclosure. AREB shall be entitled to issue a press release regarding the release hereunder and the terms and conditions of this Agreement, and that it shall timely file a form 8-K with the Securities and Exchange Commission (the “SEC”) in order to satisfy applicable federal securities laws, if necessary.

ADDITIONALREPRESENTATIONS AND WARRANTIES OF AGILE

Agile hereby further represents and warrants to AREB as follows as of the Effective Date:

5.1 Execution and Performance of Agreement. Agile has the requisite right, power, authority, and capacity to enter into, execute, deliver, perform, and carry out the terms and conditions of this Agreement and all transactions contemplated hereunder. All requisite proceedings and actions have been taken and all approvals, consents, and authorizations necessary to authorize the execution, delivery, and performance of this Agreement by Agile have been obtained. This Agreement has been duly and validly executed and delivered by Agile and constitutes the valid, binding, and enforceable obligation of Agile except as such enforcement may be limited by laws such as bankruptcy, insolvency, reorganization, or other similar laws affecting the enforcement of creditor’s rights generally and by general principles of equity (regardless of whether such enforcement is considered in a proceeding in equity or at law).

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5.2 Effect of Agreement. As of the Effective Date the consummation by Agile of the transactions herein contemplated, including the execution, delivery and consummation of this Agreement, will not:

(a) Violate any judgment, statute, law, code, act, order, writ, rule, ordinance, regulation, governmental consent or governmental requirement, or determination or decree of any arbitrator, court, or other governmental agency or administrative body, which now or at any time hereafter may be applicable to and enforceable against the relevant party, work, or activity in question or any part thereof (collectively, “Requirement of Law”) applicable to or binding upon Agile; or

(b) Result in the breach of, or constitute a default under, any agreement, commitment, contract (written or oral), or other instrument under which Agile is obligated.

5.3 Consents. No consents, approvals, or other authorizations or notices, other than those which have been obtained and are in full force and effect, are required by any state or federal regulatory authority or other person or entity in connection with the execution and delivery of the Agreement and the performance of any obligations of Agile contemplated hereunder.

5.4 Accredited Investor. Agile is (i) an “accredited investor”, as that term is defined in Rule 501 under the Securities Act; (ii) experienced in making investments of the kind described in this Agreement and the related documents; and, (iii) able, by reason of the business and financial experience of its officers and professional advisors (who are not affiliated with or compensated in any way by AREB or any of its affiliates or selling agents), to protect its own interests in connection with the transactions described in this Agreement, and the related documents, and to evaluate the merits and risks of entering in to this Agreement.

5.5 Investigation and Reliance. On or prior to the Effective Date, Agile will have had an opportunity to inspect the books and records of AREB and the filings of AREB with the SEC. Agile is executing this Agreement based upon its own independent investigation and evaluation of AREB and its prospects, and the covenants, representations and warranties of AREB set forth herein. Agile is expressly not relying on any oral representations made by AREB or any person affiliated with AREB.

5.6 Confirmation of Release by Agile. Upon execution of this Agreement Agile acknowledges and agrees that it is irrevocably and unconditionally releasing, waiving, and forever discharging AREB, its affiliates, officers, directors, employees, agents, successors, and assigns from any and all claims, demands, causes of action, liabilities, and obligations of any kind whatsoever, whether known or unknown, suspected or unsuspected, arising out of or related to Loan Agreement or the Prior Agreements.

This release specifically includes, without limitation, the full and final release of any and all personal guarantees, security interests, or other collateral rights afforded to Agile under the Prior Agreements. Agile acknowledges that it has no further rights to enforce or pursue any such guarantees or claims following the execution of this Agreement.

ADDITIONALREPRESENTATIONS AND WARRANTIES OF AREB

AREB hereby further represents and warrants to Agile as follows as of the Effective Date:

6.1 Execution and Performance of Agreement. AREB has the requisite right, power, authority, and capacity to enter into, execute, deliver, perform, and carry out the terms and conditions of this Agreement and all transactions contemplated hereunder. All requisite proceedings and actions have been taken and all approvals, consents, and authorizations necessary to authorize the execution, delivery, and performance of this Agreement by AREB have been obtained. This Agreement has been duly and validly executed and delivered by AREB and constitutes the valid, binding, and enforceable obligation of AREB except as such enforcement may be limited by laws such as bankruptcy, insolvency, reorganization, or other similar laws affecting the enforcement of creditor’s rights generally and by general principles of equity (regardless of whether such enforcement is considered in a proceeding in equity or at law).

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6.2 Effect of Agreement. As of the Effective Date the consummation by AREB of the transactions herein contemplated, including the execution, delivery and consummation of this Agreement, will not:

(a) Violate any Requirement of Law applicable to or binding upon AREB;

(b) Violate the terms of the formation documents or other governance documents of AREB; or

(c) Result in the breach of, or constitute a default under, any agreement, commitment, contract (written or oral), or other instrument under which AREB is obligated.

6.3 Consents. No consents, approvals or other authorizations or notices, other than those which have been obtained and are in full force and effect, are required by any state or federal regulatory authority or other person or entity in connection with the execution and delivery of this Agreement and the performance of any obligations of AREB contemplated hereunder.

6.4 Enforceable Obligations. Each of the Exchange and the Issuance constitutes a valid and legally binding obligation of AREB, enforceable against AREB in accordance with the terms thereof subject to the effects of bankruptcy, insolvency, fraudulent conveyance, and other laws affecting creditors’ rights generally and to general equitable principals.

6.5 No Commission or Similar Payments. AREB is not obligated to pay, and will not pay, any commission or any other remuneration of any kind in connection with the solicitation for the Exchange and the Issuance.

6.6 No Other Consideration. Agile is neither obligated nor required to contribute, and will not contribute, any cash or other property, other than the outstanding loan balance in exchange for the Exchange Shares and Prefunded Warrant.

6.7 Investigation and Reliance. AREB is executing this Agreement based upon its own independent investigation and evaluation of the transactions envisioned hereunder, and the covenants, representations, and warranties of Agile set forth herein. AREB is expressly not relying on any oral representations made by Agile or any person affiliated with Agile.

VII

ADDITIONALPROVISIONS

7.1 Executed Counterparts. This Agreement may be executed in any number of counterparts, all of which when taken together shall be considered one and the same agreement, it being understood that all Parties need not sign the same counterpart. In the event that any signature is delivered by Fax or E-Mail, such signature shall create a valid and binding obligation of that Party (or on whose behalf such signature is executed) with the same force and effect as an original thereof. Any reproduction copy of this Agreement, with all signatures reproduced on one or more sets of signature pages, shall be considered for all purposes as if it were an executed counterpart of this Agreement.

7.2 Entire Agreement. This Agreement, and all references, documents, or instruments referred to herein, contains the entire agreement and understanding of the Parties regarding the Exchange. The Parties have expressly not relied upon any promises, representations, warranties, agreements, covenants, or undertakings, other than those expressly set forth or referred to herein. This Agreement supersedes (i) any and all prior written or oral agreements, understandings, and negotiations between the Parties with respect to the subject matter contained herein; and, (ii) any course of performance and/or usage of the trade inconsistent with any of the terms hereof.

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7.3 Severability. Each and every provision of this Agreement is severable and independent of any other term or provision of this Agreement. If any term or provision of this Agreement is invalid, illegal, or unenforceable in any jurisdiction, such invalidity, illegality, or unenforceability shall not affect any other term or provision of this Agreement or invalidate or render unenforceable such term or provision in any other jurisdiction. Upon such determination that any term or other provision is invalid, illegal, or unenforceable, the Parties shall negotiate in good faith to modify this Agreement so as to effect the original intent of the Parties as closely as possible in a mutually acceptable manner in order that the transactions contemplated hereby be consummated as originally contemplated to the greatest extent possible.

7.4 Governing Law. This Agreement shall be governed by the laws of the State of Nevada, without giving effect to any choice or conflict of law provision or rule (whether of the State of Nevada or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than the State of Nevada. If any court action is necessary to enforce the terms and conditions of this Agreement, the Parties hereby agree that the state and federal courts in Clark County, Nevada, shall be the sole jurisdiction and venue for such action.

7.5 Enforcement. The Parties agree that irreparable damage would occur in the event that any of the provisions of this Agreement were not performed in accordance with their specific terms or were otherwise breached. Accordingly, it is agreed that the Parties shall be entitled to seek an injunction or injunctions to prevent breaches of this Agreement and to enforce specifically the terms and provisions of this Agreement, this being in addition to any other remedy to which they are entitled at law or in equity. The remedies of the Parties under this Agreement are cumulative and shall not exclude any other remedies to which any person may be lawfully entitled.

7.6 Waiver. No failure by any Party to insist on the strict performance of any covenant, duty, agreement, or condition of this Agreement or to exercise any right or remedy on a breach shall constitute a waiver of any such breach or of any other covenant, duty, agreement, or condition.

7.7 Recovery of Fees by Prevailing Party. In the event of any legal action (including arbitration) to enforce or interpret this Agreement, the non-prevailing Party shall pay the reasonable attorneys’ fees and other costs and expenses (including expert witness fees) of the prevailing Party in such amount as the may be determined. In addition, such non-prevailing Party shall pay reasonable attorneys’ fees incurred by the prevailing Party in enforcing, or on appeal from, a judgment in favor of the prevailing Party. The preceding sentence is intended by the Parties to be severable from the other provisions of this Agreement and to survive and not be merged into such judgment.

7.8 Recitals. The facts recited in Article II, above, are hereby conclusively presumed to be true as between and affecting the Parties.

7.9 Amendment. This Agreement may be amended or modified only by a writing signed by all Parties.

7.10 Successors and Assigns. Except as expressly provided in this Agreement, each and all of the covenants, terms, provisions, conditions, and agreements herein contained shall be binding upon and shall inure to the benefit of the successors and assigns of the Parties. This Agreement is not assignable by either Party without the expressed written consent of all Parties.

7.11 No Third Party Beneficiaries. This Agreement has been entered into solely by and between AREB and Agile, solely for their benefit. Except as otherwise provided in Section 4.1, above, there is no intent by either Party to create or establish a third party beneficiary to this Agreement, and no such third party shall have any right to enforce any right, claim, or cause of action created or established under this Agreement.

7.12 Time. All Parties agree that time is of the essence as to this Agreement.

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7.13 Provision Not Construed Against Party Drafting Agreement. This Agreement is the result of negotiations by and between the Parties; is the product of the work and efforts of all Parties; and, shall be deemed to have been drafted by all Parties. Each Party has had the opportunity to be represented by independent legal counsel of its choice. In the event of a dispute, no Party shall be entitled to claim that any provision should be construed against any other Party by reason of the fact that it was drafted by one particular Party.

7.14 Agreement Provisions, Exhibits, and Schedules. When a reference is made in this Agreement to an Article, Section, Subsection, Exhibit, or Schedule, such reference shall be to said item of this Agreement unless otherwise indicated. The Exhibits and Schedules identified in this Agreement are incorporated herein by reference and made a part hereof as if set out in full herein.

7.15 Further Assurances. Each Party agrees (i) to furnish upon request to each other Party such further information; (ii) to execute and deliver to each other Party such other documents; and, (iii) to do such other acts and things, all as another Party may reasonably request for the purpose of carrying out the intent of this Agreement and the transactions envisioned hereunder. However, this provision shall not require that any additional representations or warranties be made and no Party shall be required to incur any material expense or potential exposure to legal liability pursuant to this Section.

7.16 Notices.

7.16.1. Method and Delivery. All notices, requests, and demands hereunder shall be in writing and delivered by hand; Electronic Transmission; mail; or, recognized commercial over-night delivery service (Federal Express, e.g.), and shall be deemed given if (a) by hand delivery, upon such delivery; (b) by Electronic Transmission, 24-hours after transmission of same; (c) by mail, 48-hours after deposit in the U.S. mail, first class, registered or certified mail, postage prepaid; or, (d) by recognized commercial over-night delivery service, upon such delivery.

7.16.2. Consent to Electronic Transmission. Each Party hereby expressly consents to the use of Electronic Transmission for communications and notices under this Agreement. For purposes of this Agreement, “Electronic Transmission” means a communication (i) delivered by Fax or E-Mail when directed to the Fax number or E-Mail address, respectively, for that recipient on record with the sending Party; and, (ii) that creates a record that is capable of retention, retrieval, and review, and that may thereafter be rendered into clearly legible tangible form.

7.16.3. Address Changes. Any Party may alter the Fax number, E-Mail address, physical address, or postage address to which communications or copies are to be sent by giving notice of such change of address to the other Parties in accordance with the provisions of this Section 7.16.

7.17 Best Efforts. Each Party shall cooperate in good faith with the other Parties generally, and in particular, the Parties shall use and exercise their best efforts, taking all reasonable, ordinary and necessary measures to ensure an orderly and smooth relationship under this Agreement, and further agree to work together and negotiate in good faith to resolve any differences or problems which may arise in the future. However, the obligations under this Section 7.17 shall not include any obligation to incur substantial expense or liability.

7.18 Definitional Provisions. For purposes of this Agreement, (i) those words, names, or terms which are specifically defined herein shall have the meaning specifically ascribed to them; (ii) wherever from the context it appears appropriate, each term stated either in the singular or plural shall include the singular and plural; (iii) wherever from the context it appears appropriate, the masculine, feminine, or neuter gender, shall each include the others; (iv) the words “hereof”, “herein”, “hereunder”, and words of similar import, when used in this Agreement, shall refer to this Agreement as a whole, and not to any particular provision of this Agreement; (v) all references to “Dollars” or “$” shall be construed as being United States Dollars; (vi) the term “including” is not limiting and means “including without limitation”; and, (vii) all references to all statutes, statutory provisions, regulations, or similar administrative provisions shall be construed as a reference to such statute, statutory provision, regulation, or similar administrative provision as in force at the date of this Agreement and as may be subsequently amended.

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VIII

EXECUTION

INWITNESS WHEREOF, this Agreement has been duly executed by the Parties and shall be effective as of and on the Effective Date. Each of the undersigned Parties hereby represents and warrants that it (i) has the requisite power and authority to enter into and carry out the terms and conditions of this Agreement, as well as all transactions contemplated hereunder; and, (ii) it is duly authorized and empowered to execute and deliver this Agreement.

AGILE:		AREB:
AGILE CAPITAL FUNDING LLC,		AMERICAN REBEL HOLDINGS, INC.,
a New York limited liability company		a<br>Nevada corporation
BY:	/s/ Aaron Greenblott	BY:	/s/ Charles A. Ross, Jr.
	Aaron Greenblott, CFO		Charles<br>A. Ross, Jr., CEO
DATED:	01/12/2026	DATED:	01/12/2026

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Exhibit10.5

AMENDMENTNO. 1 TO

EMPLOYMENTAGREEMENT

THIS AMENDMENT NO. 1 TO EMPLOYMENT AGREEMENT (“Amendment No. 1”) is made and to be effective the 1^st^ day of January, 2026, by and between American Rebel Holdings, Inc., a Nevada corporation (“American Rebel”) and Corey A. Lambrecht (“Lambrecht”).

RECITALS

A. American Rebel and Lambrecht entered into an employment agreement on November 20, 2023 (the “Employment Agreement”) pursuant to which American Rebel agreed to employ Lambrecht as its chief operating officer for a term expiring on December 31, 2026;

B. In July of 2024, Lambrecht assumed the role of President of the American Rebel without any adjustment to his compensation;

C. American Rebel’s Compensation Committee has recommended and agreed to increase Mr. Lambrecht’s compensation as provided herein; and

D. American Rebel and Lambrecht desire to amend the Employment Agreement pursuant to this Amendment.

NOW, THEREFORE, for and in consideration of the foregoing, and of the mutual covenants, agreements, undertakings, representations and warranties contained herein, the parties hereto agree as follows:

1. Lambrecht’s Base Salary for the period from January 1, 2026 through December 31, 2026 shall be increased to $352,000 per annum.

2. Section 1 of the Employment Agreement shall be amended to add the position of President to Mr. Lambrecht’s employment.

3. Other than as specifically provided in this Amendment No. 1, all other provisions of the Employment Agreement shall remain in full force and effect, the Employment Agreement as amended by this Amendment No. 1 constituting the sole and entire agreement between the parties as to the matters contained herein, and superseding any and all conversations, letters and other communications which may have been disseminated by the parties relating to the subject matter hereof, all of which are void and of no effect.

[signature page to follow]

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IN WITNESS WHEREOF, the parties have executed this Amendment No. 1 as of the date first above written.

American Rebel:
American Rebel Holdings, Inc.,
a Nevada corporation
By:	/s/ Charles A. Ross, Jr.
	Charles A. Ross, Jr., CEO
Dated:	January 8, 2026
Lambrecht:
---	---
/s/ Corey A. Lambrecht
Corey A. Lambrecht
Dated:	January 8, 2026

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Exhibit10.6

MUTUALRESCISSION AND RELEASE AGREEMENT

THISMUTUAL RESCISSION AND RELEASE AGREEMENT (the “Agreement”) is entered into this 9th day of January, 2026, by and between American Rebel Holdings, Inc., a Nevada corporation (the “Company”), and James T. Porter (“Recipient”).

RECITALS

WHEREAS, pursuant to the Recipient’s Employment Agreement, the Company granted Recipient a Restricted Stock Award on January 1, 2025, valued at $42,000.00 (the “Award”), which was subject to a vesting date of December 31, 2025;

WHEREAS, the Parties recognize that the vesting of the Award would trigger a taxable event based on an economically obsolete valuation, resulting in a gross tax liability to the Recipient that significantly exceeds the total value of the assets to be issued;

WHEREAS, the Parties desire to mutually rescind the Award ab initio to restore the Parties to their respective positions as if the Award had never been granted.

AGREEMENT

1.	*Rescission Ab Initio.*<br> The Parties hereby unconditionally and irrevocably rescind the Award and any associated grant agreements in their entirety, effective<br> as of the original Grant Date (January 1, 2025). The Award is hereby deemed null, void, and of no further force or effect.
2.	Restoration of Position.<br> Each Party acknowledges that they have been restored to the position they were in immediately before the Award was granted. No shares<br> shall be issued, and no consideration is owed by the Company to the Recipient in relation to this specific Award.
3.	Tax Treatment. The<br> Parties agree to treat the Award as rescinded for all federal, state, and local tax and accounting purposes. The Company shall not<br> report any income on Form W-2 or 1099 related to this Award for the 2025 tax year.
4.	Mutual Release. Each<br> Party hereby releases and forever discharges the other from any and all claims, liabilities, or obligations arising out of or relating<br> to the Award or its rescission.
5.	Governing Law. This<br> Agreement shall be governed by and construed in accordance with the laws of the State of Nevada.

INWITNESS WHEREOF, the parties have executed this Agreement as of the date first written above.

AMERICAN REBEL HOLDINGS, INC.
By:	/s/ Corey Lambrecht
Corey Lambrecht, President & COO
RECIPIENT
---
/s/ James T. Porter
James T. Porter

Exhibit99.1

WestCoast Safe Company Drives Momentum With Over 35% Growth in Champion Safe Orders

Provo,UT, Jan. 06, 2026 (GLOBE NEWSWIRE) — Champion Safe Company (championsafe.com), a premier manufacturer of high-security safes and a proud subsidiary of American Rebel Holdings, Inc. (NASDAQ: AREB), America’s Patriotic Brand, announced an over 35%year-over-year growth in orders from West Coast Safe Company, underscoring the strength of its partnership with one of Southern California’s most trusted names in safes and security. Manager Brad Spaulding and his team at West Coast Safe Company have built a destination showroom and service experience that serves homeowners, collectors, and professionals throughout Orange County, Los Angeles, Riverside, and beyond.

Family owned and operated for more than 26 years, West Coast Safe Company has consistently adapted to changing customer needs and economic conditions while delivering exceptional service. With a knowledgeable team that includes technicians with decades of combined experience, the Ontario-based retailer offers a wide range of safes and provides professional delivery and installation throughout the region.

Walk into West Coast Safe Company’s showroom and the difference is immediate: a broad selection of safes, expert guidance from trained professionals, and a commitment to helping customers find the right solution for their specific security needs. Customers rely on West Coast Safe Company for honest recommendations, transparent pricing, and dependable follow-through long after the sale.

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West Coast Safe Company’s business is up this year, with customer demand responding strongly to updates within Champion Safe’sTrophy Series. Champion’s emphasis on dealer feedback, competitive pricing, and continuous product refinement has helped West Coast Safe Company strengthen its position in a competitive marketplace.

The Trophy Series is the workhorse of the Champion lineup, packing in superior protection that is unmatched by competitors at similar price points. Built only using U.S.-made steel, Trophy safes feature robust body and door construction, reinforced locking systems, and proven 1200 degree two hour fire protection—delivering confidence without compromise for both homeowners and businesses.

West Coast Safe Company also maintains a strong online reputation. Across Google, Yelp, and other review platforms, customers consistently praise the store’s knowledgeable staff, responsive service, and professionalism—reinforcing its standing as a go-to safe destination throughout Southern California.

“Championstands out for both product quality and responsiveness,” said Brad Spaulding, Manager of West Coast Safe Company. “They use U.S.-made steel, listen to dealer feedback, and continue refining their lineup. That allows us to confidently recommend Champion to customers looking for real, long-term security.”

“West Coast Safe Company exemplifies what a great dealer partner looks like,” said Tom Mihalek, CEO of Champion Safe Company. “Brad and his team bring deep expertise and a customer-first mindset that aligns perfectly with how we approach product development.”

VisitWest Coast Safe Company

700 S. Rochester Ave., Unit A Ontario, CA 91761

Phone: (909) 391-3515

Email: info@westcoastsafes.com

Hours: Tuesday–Saturday: 10:00 AM – 6:00 PM

Closed Sunday & Monday

Website: westcoastsafes.com

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AboutChampion Safe Company

Champion Safe Co. has been at the forefront of safe manufacturing for over 25 years, providing high-quality safes engineered for ultimatesecurity and fire protection. Built entirely with 100% American-made, high-strength steel, Champion Safes feature full length double steel doors and are backed by a lifetime warranty. Learn more at championsafe.com

AboutAmerican Rebel Holdings, Inc. (NASDAQ: AREB)

American Rebel began as a designer and marketer of branded safes and personal security products and has since grown into a diversified patriotic lifestyle company with offerings in beer, branded safes, apparel, and accessories. With the introduction of American Rebel Light Beer, the company is now making waves in the beverage space.

Learn more at americanrebel.com

Watch the American Rebel Story as told by our CEO Andy Ross.

ContactInformation

Locate a Champion Safe Dealer: https://www.championsafe.com/dealer-directory

Become a Champion Safe Dealer: sales@championsafe.com

Investor Relations: ir@americanrebel.com

MediaInquiries

Monica Brennan: Monica@NewtoTheStreet.com

Forward-LookingStatements

This press release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements include, but are not limited to, statements regarding our expectations, beliefs, intentions, strategies, and projections about future events or performance. Words such as “anticipates,” “believes,” “could,” “estimates,” “expects,” “intends,” “may,” “plans,” “potential,” “projects,” “should,” “target,” “will,” and similar expressions are intended to identify such forward-looking statements. These statements are based on current expectations and assumptions that are subject to risks and uncertainties, many of which are difficult to predict and are beyond our control.

Forward-looking statements in this release may include, without limitation, statements regarding: anticipated benefits from dealer partnerships and retail expansion initiatives; expected revenue growth for fiscal year 2025 and beyond; consumer demand for Champion Safe and American Rebel products; adoption by distributors and retailers; our ability to scale production and strengthen supply chain capabilities; the effectiveness of our sales, marketing, and brand-building strategies. Certain performance metrics, including year-to-date growth percentages andother financial or operating data referenced herein, are based on internal, unaudited information and are subject to change upon completionof the Company’s standard financial closing and review procedures.

These forward-looking statements are inherently subject to a number of risks, uncertainties, and assumptions that could cause actual results to differ materially from those expressed or implied, including, but not limited to: the performance and timing of marketing, promotional, and sponsorship activities; the success of our retail and dealer partnerships; our ability to effectively execute our business strategies; macroeconomic conditions and their impact on consumer spending; evolving regulatory and compliance developments; and the Risk Factors detailed in our filings with the Securities and Exchange Commission, including our Annual Reports on Form 10-K for the years ended December 31, 2023 and 2024, and our Quarterly Report on Form 10-Q for the quarter ended June 30, 2025.

Any forward-looking statement speaks only as of the date on which it is made. We undertake no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events, or otherwise, except as required by law.

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Exhibit99.2

AmericanRebel Holdings, Inc. (NASDAQ: AREB) and American Rebel Light Beer Announce Indiana Expansion with Working Distributors Partnership, DrivingNationwide Momentum in Distributor-First Growth

Family-ownedSouthwestern Indiana wholesaler, Working Distributors (AB), to deliver America’s Patriotic Beer across Knox, Warrick, Posey,Gibson, and Vanderburgh counties, amplifying reach alongside Zink Distributing as, American Rebel^™^, America’sPatriotic Brand continues building a breakout U.S. success story.

Nashville,TN, Jan. 08, 2026 (GLOBE NEWSWIRE) — American Rebel Holdings, Inc. (NASDAQ: AREB) (“American Rebel” or the “Company”), America’s Patriotic Brand and maker of American Rebel Light Beer (www.americanrebelbeer.com)—America’s Patriotic, God-Fearing, Constitution-Loving, National Anthem-Singing, Stand-Your-Ground Beer—today announced a strategic distribution partnership with Working Distributors, a respected, family-owned Anheuser-Busch (AB) wholesaler serving Southern Indiana.

“We’ve always promised investors that American Rebel Light Beer would partner with the strongest, most committed distributors in America—and Working Distributors exemplifies that top-tier excellence, bringing unmatched credibility, infrastructure, and shared values to our expanding network,” said Andy Ross, Chief Executive Officer of American Rebel Holdings, Inc. (NASDAQ: AREB). “Every new distributor doesn’t just add territory; it fuels unstoppable momentum in our national rollout, now accelerating across Indiana alongside powerhouse expansions in Pennsylvania, Massachusetts, and Arkansas through our proven Distributor-First strategy. From day one, we set out to create an all-natural light beer that’s low-calorie, low-carb, and tastes incredible—and we’ve succeeded beyond expectations with a clean, crisp brew that’s as refreshing as it is patriotic. We love this great country and the timeless values it stands for—faith, freedom, and unyielding patriotism—and we proudly emblazon those on every can. This allows our consumers, who share that deep love for America, to celebrate life, toast to freedom, and honor the USA while enjoying a cold American Rebel Light Beer. Rebel Up, America!”

This agreement expands American Rebel Light Beer’s presence in Indiana, building on the Company’s existing partnership with Zink Distributing, and strengthens coverage across the state as part of American Rebel’s Distributor-First national expansion strategy.

Working Distributors (Working Distributors) becomes the Company’s second Indiana distributor, marking another milestone in a month of rapid growth that includes new partnerships with Wilson McGinley, Muller Distributing, Mid-State Beverage Company, Banko Beverage Company, and Ace Distributing in Pennsylvania; Commercial Distributing Company in Massachusetts; and C & C Distributors in Arkansas. Additional discussions are underway to complete full Indiana coverage.

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“We’re thrilled that Working Distributors is expanding our footprint in Indiana and strengthening our coverage across key Southwestern counties like Knox, Warrick, Posey, Gibson, and Vanderburgh,” said Todd Porter, President of American Rebel Beverages. “WorkingDistributors is a top-tier Anheuser-Busch distributor with deep family roots since 1965 and a proven reputation for execution, they embodythe patriotic values and excellence that American Rebel Light Beer seeks in partners. This builds on our strong collaboration with Zink Distributing in Indiana and fuels the momentum of our Distributor-First strategy, driving American Rebel Light Beer’s nationwide expansion. Rebel Up, Indiana!”

WorkingDistributors + American Rebel Light Beer: A Powerful Combination

Founded in 1966, Working Distributors has grown into one of Southern Indiana’s most respected beverage wholesalers. As a top-tier ABdistributor, the company is known for its operational excellence, strong retail relationships, and deep community involvement.

Working Distributors services Knox, Warrick, Posey, Gibson, and Vanderburgh counties, supported by modern warehouse facilities and a high-frequency delivery network. Their portfolio includes leading domestic, import, and craft brands—giving American Rebel Light Beer immediate credibility alongside category leaders.

Working Distributors brings American Rebel Light Beer:

●	Regional strength: Anchored coverage across five key Southern Indiana counties.
●	Top-tier AB wholesaler credibility: A proven performer with strong execution standards.
●	Portfolio strength: Distributor of leading domestic, import, and craft brands.
●	Serious infrastructure: Modern warehouse facilities and six-day-a-week delivery.
●	Proven execution: Decades of experience building brands and serving retailers.
●	Patriotic alignment: Longstanding support of veterans, charities, and civic institutions—values<br> that mirror American Rebel’s brand identity.

AboutWorking Distributors (Indiana)

About Working Distributors, Working Distributors. Founded in 1965, Working Distributors is a family-owned Anheuser-Busch wholesaler based in Evansville, Southwestern Indiana. Serving Knox, Warrick, Posey, Gibson, and Vanderburgh counties, the company boasts a diverse portfolio of domestic, import, craft, and non-alcoholic brands. Renowned for its top-tier retail relationships, deep community involvement—including sponsorships of local events like Evansville Otters games—and unwavering commitment to excellence, Working Distributors stands as a trusted, forward-looking partner for suppliers and retailers, driving innovation and growth in the region as it celebrates 60 years of market leadership.

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Working Distributors exemplifies the enduring spirit of family-owned American enterprise in the beverage wholesale sector, having evolved from modest beginnings into a dominant force in Southwestern Indiana. Established in December 1965 by Milton and Sharon Working as Working Beverage, the company initially focused on distributing brands like Schlitz, Old Milwaukee, and Carling Black Label from a small Evansville base. Through strategic expansions, including key acquisitions in 1984 and 1987 that solidified its Anheuser-Busch partnership, it reincorporated as Working Distributors and grew to become the largest wholesaler in the Evansville market by 1981. Today, as the sole remaining wholesaler in the area, it operates from a state-of-the-art facility built in 2002, emphasizing efficiency, scalability, and superior service. With third-generation leadership on the horizon, the company maintains a staff rich in experience—over 100 collective years in beer distribution—and a culture that prioritizes pride, dedication, and exceeding expectations, making it an ideal collaborator for brands like American Rebel Light Beer seeking nationwide momentum through distributor-first strategies.

The portfolio’s breadth—encompassing premium domestic staples, innovative crafts, global imports, and health-conscious non-alcoholics—caters to evolving consumer demands, while its exclusive Anheuser-Busch alignment positions it within a network of excellence, akin to wholesalers recognized in programs like Ambassadors of Excellence for performance and community impact. Working Distributors’ bullish trajectory is evident in its ability to thrive amid industry consolidation, leveraging strong retail ties to ensure seamless market penetration and visibility. This operational prowess not only supports suppliers with reliable infrastructure but also amplifies brand traction in a competitive landscape, promising accelerated growth for partners amid Indiana’s vibrant beer scene.

Community engagement forms the cornerstone of Working Distributors’ ethos, fostering loyalty through active sponsorships and initiatives that resonate with patriotic, values-driven narratives. For instance, longstanding partnerships with the Evansville Otters baseball team include Thirsty Thursday promotions, Red, White and Blue Nights, and heritage celebrations, which build goodwill and align with themes of freedom and local pride—perfectly complementing American Rebel’s unapologetically American branding. Broader economic contributions, such as sponsoring the Evansville Regional Economic Partnership’s 2025 Annual Meeting & Dinner, underscore its role in regional vitality, collaborating with networks like the Indiana Value Chain and sector partnerships to promote resilience and prosperity. As it marks its 60th anniversary in 2025, Working Distributors remains poised for future triumphs, embodying the resilience and innovation that define top-tier wholesalers, and offering a launchpad for emerging successes like American Rebel Light Beer’s expansion.

AboutAmerican Rebel Holdings, Inc. (NASDAQ: AREB)

American Rebel Holdings, Inc. (NASDAQ: AREB) — America’s Patriotic Brand — began as a designer, manufacturer and marketer of branded safes and personal security and self-defense products and has evolved into a diversified patriotic lifestyle company with offerings in safes, concealed carry products, apparel, accessories, and beverages.

With the introduction and rapid growth of American Rebel Light Beer—America’s Patriotic, God-Fearing, Constitution-Loving, National Anthem-Singing, Stand-Your-Ground Beer—the Company continues to execute its distribution-first growth strategy across the United States and is leveraging its brand position as “America’s Patriotic Brand^™^” to build a scalable national platform across multiple consumer categories.

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To learn more, visit www.americanrebel.com and www.americanrebelbeer.com.

Watch the American Rebel Story as told by our CEO Andy Ross: The American Rebel Story

MediaInquiries

Monica Brennan

Monica@NewtoTheStreet.com

AmericanRebel Light Beer – Retail & Distribution Opportunities

Todd Porter

President, American Rebel Beverages

tporter@americanrebelbeer.com

InvestorRelations

ir@americanrebel.com

Forward-LookingStatements

These forward-looking statements are based on current expectations, estimates, projections and assumptions and are not guarantees of future performance. Actual results may differ materially due to a variety of factors, including, among others: the Company’s ability to successfully negotiate and execute definitive agreements with potential new distributors identified at NBWA 2025 or through other business development activities; whether any such agreements, if executed, result in meaningful sales volume or profitability; the performance of existing and new distributors, including Working Distributors, Wilson McGinley, Muller Distributing, Mid-State Beverage Company, Banko Beverage Company, Ace Distributing, Commercial Distributing Company, and C & C Distributors; competitive responses from other beer brands; general economic and market conditions; supply chain and production risks; regulatory changes; and other risks described from time to time in the Company’s filings with the Securities and Exchange Commission.

In addition, initial retail placements and authorizations — including those with national, regional, specialty and convenience chains — do not guarantee long-term placement, expanded distribution, future purchase orders or successful sell-through of American Rebel Light Beer. Retail authorizations may be limited in time or geography, may be subject to test or trial periods, and may be reduced, modified or discontinued by the retailer at any time based on factors such as consumer demand, category performance, competitive activity, pricing, promotions, supply reliability, merchandising support and retailer strategy. Even where American Rebel Light Beer has secured shelf, cold box or tap handle placement, there can be no assurance that consumers will purchase the product at levels sufficient to sustain or grow distribution.

Other important risk factors that may affect the Company’s business, results of operations and financial condition are described in American Rebel’s filings with the U.S. Securities and Exchange Commission, including its most recent Annual Report on Form 10-K and subsequent Quarterly Reports on Form 10-Q. Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date of this release. American Rebel 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.

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Exhibit99.3

AmericanRebel Board and Executive Leadership Convert Approximately $2.05 Million of Accrued Fees and Compensation into Equity, Further StrengtheningStockholders’ Equity and Reducing Accrued Liabilities

Boardof Directors, senior management (including the President and Chief Executive Officer) and former President elect to convert accrued obligationsinto Series D Convertible Preferred Stock; action supports continued stockholders’ equity improvement and commitment to continuedcorporate actions to support ongoing Nasdaq listing

NASHVILLE,TN., Jan. 09, 2026 (GLOBE NEWSWIRE) — American Rebel Holdings, Inc. (NASDAQ: AREB) (“American Rebel” or the “Company”) today highlighted a significant leadership alignment and balance-sheet strengthening action in which the Company’s Board of Directors and senior leadership—including its President, Chief Executive Officer and former President—elected to convert accrued board fees, compensation-related amounts, and certain other accrued obligations into equity.

As disclosed in the Company’s Current Report on Form 8-K filed on January 6, 2026, these non-cash conversions were effectuated through the issuance of the Company’s Series D Convertible Preferred Stock (stated value $7.50 per share) in exchange for accrued obligations previously reflected as liabilities on the Company’s balance sheet.

“Choosing equity is what leadership alignment looks like,” said Andy Ross, Chief Executive Officer of American Rebel Holdings, Inc. “Our Board and management team are converting accrued fees and compensation into equity because we believe in the long-term value we’re building. This action strengthens our balance sheet, improves stockholders’ equity, and reinforces our commitment to taking all critical corporate actions and any steps necessary to maintain our Nasdaq listing. We’re executing a disciplined plan, and we believe the foundation we’ve built positions American Rebel for continued momentum ahead.”

StrengtheningStockholders’ Equity and Reducing Accrued Obligations

In aggregate, Company leadership and directors have converted approximately $2.05 million of accrued obligations (including accrued advances, bonuses, “other owed amounts,” and director fees) into equity.

Management believes this action is expected to:

●	Reduce<br> accrued liabilities and certain accrued obligations on the Company’s balance sheet<br> (including accrued compensation and director fees), subject to final accounting treatment<br> under U.S. GAAP;
●	Improve<br> stockholders’ equity by reclassifying accrued obligations into equity (a non-cash balance-sheet<br> improvement);
●	Preserve<br> cash that otherwise could have been used to satisfy these accrued obligations; and
●	Deepen<br> insider alignment with stockholders through increased long-term equity exposure.

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The Company views these conversions as part of a broader, continuing series of strategic actions aimed at maintaining its Nasdaq listing and driving sustained improvements to stockholders’ equity.

Leadershipand Director Participation (As Disclosed; Updated for Subsequent Change)

The Form 8-K discloses the following Series D issuances in exchange for accrued amounts owed to leadership and directors, among other matters:

●	Doug<br> Grau (former President): 62,211 shares of Series D for accrued advances totaling $466,581.10
●	Charles<br> A. Ross, Jr. (“Andy Ross”), Chairman & CEO: 73,439 shares of Series D for<br> accrued bonuses and other owed amounts totaling $550,791.96
●	Corey<br> Lambrecht, COO, President & Director: 69,381 shares of Series D for accrued bonuses,<br> other owed amounts, and accrued board member fees totaling $520,351.28
●	Michael<br> Dean Smith (Independent Director): 23,923 shares of Series D for accrued director fees totaling<br> $179,416.67
●	C.<br> Stephen Cochennet (Independent Director): 23,923 shares of Series D for accrued director<br> fees totaling $179,416.67
●	Larry<br> Sinks (Independent Director): 36,439 shares of Series D for accrued director fees of $153,291.66<br> and loan interest of $120,000.00

Subsequentto the January 6, 2026, Form 8-K filing, the Company and Larry Sinks mutually agreed to cancel the conversion of the $120,000.00 of accruedloan interest. Mr. Sinks remains committed to converting his accrued board member fees. The Company expects to file a new Form8-K to update the total insider conversions to reflect this change (reducing the previously disclosed aggregate conversion amount by $120,000.00, from approximately $2.17 million to approximately $2.05 million).

2025Strategic Actions: A Documented Pattern of Nasdaq and Equity-Focused Execution

American Rebel noted that this leadership fee conversion continues a multi-quarter series of corporate actions publicly communicated throughout 2025, including:

●	Regaining<br> Nasdaq periodic filing compliance (February 2025)
●	Reverse<br> stock split with round lot shareholder protection (March 2025)
●	Private<br> placement financing (April 2025)
●	Nasdaq<br> hearing request and equity improvement actions (August 2025)
●	Strategic<br> Nashville property equity initiative (September 2025)
●	Bank<br> of America default resolution and litigation closure (September 2025)
●	Additional<br> reverse split action (October 2025)
●	Nasdaq<br> Hearings Panel determination confirming compliance (November 2025)

Regulatoryand Transaction Disclosure

SECDisclosure and Transaction Scope

The transactions described in this press release were publicly disclosed in a Current Report on Form 8-K filed with the U.S. Securities and Exchange Commission (“SEC”), which reports, among other matters: (i) the Company’s exercise of an option to acquire additional membership interests in RAEK Data, LLC, (ii) the Company’s entry into a sponsorship agreement with True Speed Enterprises, Inc. and related entities, (iii) amendments to the Company’s 2025 Stock Incentive Plan, and (iv) the issuance of shares of Series D Convertible Preferred Stock in connection with these matters, including issuances to directors and executive officers in exchange for accrued obligations.

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FormS-8 Filing

The Company has also filed a registration statement on Form S-8 with the SEC in connection with the Amended and Restated 2025 Stock Incentive Plan and related issuances (including shares reserved for issuance upon conversion, as applicable). The Form S-8 is available on EDGAR at: https://www.sec.gov/Archives/edgar/data/1648087/000149315226000951/forms-8pos.htm

ConsiderationPaid in Series D Convertible Preferred Stock

As disclosed, certain Company obligations were satisfied through the issuance of the Company’s Series D Convertible Preferred Stock (stated value $7.50 per share). These issuances included shares issued in exchange for accrued advances, accrued bonuses and other owed amounts, and accrued director fees (and, as originally disclosed, certain interest amounts), reflecting a non-cash settlement of amounts previously recorded as liabilities.

PotentialConversion Into Common Stock; Share Reservations Under the Incentive Plan

The Company’s Form 8-K discloses that, in connection with certain Series D issuances to insiders, the Company reserved shares of common stock under the Amended and Restated 2025 Stock Incentive Plan for issuance upon conversion, including: (i) 367,195 shares reserved for the CEO’s Series D conversion, (ii) 346,905 shares reserved for the President/COO’s Series D conversion, (iii) 119,615 shares reserved for each of two independent directors’ Series D conversion, and (iv) 102,195 shares reserved for an independent director’s Series D conversion associated with accrued board fees, as disclosed.

The True Speed Enterprises Sponsorship Agreement filed as an exhibit to the Form 8-K further states that each share of Series D Convertible Preferred Stock is convertible into five shares of the Company’s common stock.

Accountingand Balance Sheet Impact; No Assurance

Any discussion in this press release regarding the expected balance sheet impact of these transactions (including the reduction of accrued liabilities and potential changes to stockholders’ equity) reflects management’s current expectations based on the structure of the transactions as disclosed. Final accounting treatment will be determined in accordance with U.S. GAAP and will be reflected in the Company’s future SEC filings, and may differ from expectations based on, among other things, valuation, classification, presentation, and disclosure requirements.

NoOffer or Solicitation

This press release is for informational purposes only and does not constitute an offer to sell or a solicitation of an offer to buy any securities, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation, or sale would be unlawful prior to registration or qualification under applicable securities laws.

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AboutAmerican Rebel Holdings, Inc. (NASDAQ: AREB)

American Rebel is a patriotic lifestyle brand that began as a designer and marketer of branded safes and personal security products. Over time, the Company has expanded into additional consumer categories—including American Rebel Light Beer, apparel and accessories—seeking to serve customers who identify with the American Rebel brand and its values. With the launch and ongoing rollout of American Rebel Light Beer in 2024, the Company is pursuing growth across the United States alongside experienced distribution partners in the premium light lager segment.

Watch the American Rebel Story as told by our CEO Andy Ross: The American Rebel Story. Additional information, including the Company’s filings with the SEC, can be found on the investor relations section of American Rebel’s website.

Forward-LookingStatements

This press release contains “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995, Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Forward-looking statements include, but are not limited to, statements regarding: (i) the expected accounting treatment, classification, presentation, and balance sheet impacts of the Series D Convertible Preferred Stock issuances and related liability reductions (including any expected improvement in stockholders’ equity); (ii) the Company’s expectation to file an additional Current Report on Form 8-K to update previously disclosed insider conversions and related totals following the mutual cancellation of the conversion of $120,000 of accrued loan interest previously disclosed with respect to Larry Sinks; (iii) the Company’s ability to maintain compliance with Nasdaq continued listing standards (including stockholders’ equity, minimum bid price, and other qualitative and quantitative requirements); (iv) the timing, content, and outcome of filings with the SEC, including the Company’s ability to file, maintain, and/or obtain effectiveness of registration statements and other filings contemplated by the Company’s agreements and disclosures (including, without limitation, any Form S-1 filing obligations referenced in the disclosures and any shares registered on Form S-8); (v) the potential conversion of Series D Convertible Preferred Stock into shares of common stock (including the timing and extent of any such conversions), the sufficiency of authorized and available shares for issuance, and the effectiveness and application of share reservation mechanics and plan limits under the Amended and Restated 2025 Stock Incentive Plan; (vi) the Company’s ability to satisfy contractual requirements and timelines (including registration rights and related provisions), and the potential consequences of any failure to do so; (vii) the potential dilutive impact of equity issuances and conversions; and (viii) the Company’s expectations regarding the strategic benefits of these transactions, including leadership alignment with stockholders, preservation of cash resources, and continued progress toward corporate initiatives.

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Forward-looking statements are based on management’s current expectations, estimates, assumptions, and projections as of the date of this press release, and are subject to known and unknown risks, uncertainties, and other factors that may cause actual results, outcomes, or timing to differ materially from those expressed or implied by the forward-looking statements. Words such as “anticipate,” “believe,” “continue,” “could,” “estimate,” “expect,” “intend,” “may,” “might,” “plan,” “potential,” “project,” “should,” “target,” “will,” and similar expressions are intended to identify forward-looking statements, although not all forward-looking statements contain these identifying words.

Factors that could cause actual results to differ materially include, without limitation: (a) the final accounting treatment of the transactions described herein under U.S. GAAP, including valuation determinations, classification between liabilities and equity, and related presentation and disclosure requirements; (b) the possibility that the SEC may review, comment on, delay, or not declare effective any registration statement or other filing (including any contemplated Form S-1), or that the Company may be unable to timely file or maintain effectiveness of registration statements or periodic reports for any reason; (c) the risk that the Company may not be able to meet Nasdaq continued listing requirements in the future (including due to changes in stockholders’ equity, market value, minimum bid price, corporate governance requirements, or other factors), and the risk of additional compliance actions, trading suspension, or delisting; (d) the risk that conversions of Series D Convertible Preferred Stock into common stock may not occur as anticipated, may be delayed, may be limited by contractual provisions (including beneficial ownership limitations), regulatory considerations, market conditions, or other factors, or may result in greater-than-anticipated dilution; (e) the availability of sufficient authorized and unissued shares of common stock, and the application of equity plan limits, share reservation mechanics, and other corporate or legal requirements affecting issuance capacity; (f) the Company’s ability to perform its obligations under commercial agreements described in its SEC filings (including any sponsorship arrangements and related registration rights), and the impact of any disputes, enforcement actions, penalties, or additional consideration provisions triggered by non-performance; (g) the Company’s ability to rely on exemptions from registration for securities issuances described in its SEC filings and the risk of differing interpretations by regulators or third parties; (h) adverse developments in the Company’s operating results, liquidity, or access to capital; (i) volatility in the trading price and liquidity of the Company’s securities; and (j) general economic, market, regulatory, and competitive conditions.

Additional information regarding these and other risks is included in the Company’s filings with the SEC, 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, Quarterly Reports on Form 10-Q, and Current Reports on Form 8-K, as such filings may be amended or supplemented from time to time. The Company cautions investors not to place undue reliance on forward-looking statements, which speak only as of the date made. Except as required by law, the Company undertakes no obligation to publicly update or revise any forward-looking statements to reflect events or circumstances after the date of this press release.

InvestorRelations: ir@americanrebel.com

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Exhibit99.4

AmericanRebel Holdings, Inc. (NASDAQ: AREB) and American Rebel Light Beer Charge Into 2026: Virginia’s Lawrence Distributing Company Addedas Distribution Growth Accelerates and Retail Rollouts Expand

WithVirginia momentum already underway through Valley, Lawrence Distributing brings heavyweight local execution to amplify chain interest,shelf gains, and on-/off-premise growth for American Rebel Light

NASHVILLE, TN, Jan. 13, 2026 (GLOBE NEWSWIRE) — American Rebel Holdings, Inc. (NASDAQ: AREB) (“American Rebel” or the “Company”), America’s Patriotic Brand, and maker of American Rebel Light Beer—America’s Patriotic, God-Fearing, Constitution-Loving,National Anthem-Singing, Stand-Your-Ground Beer—today announced a strategic distribution partnership with Lawrence Distributing Company (LDC), a multi-generational, family-owned beverage wholesaler headquartered in Danville, Virginia. This agreement expands American Rebel Light Beer’s Virginia footprint, building on the Company’s existing Virginia distribution momentum through Valley Distributing and further strengthening coverage to support accelerating retail rollouts and on-premise growth opportunities in 2026.

“2026 is the year we turn distribution momentum into retail velocity at scale—and the way we do that is by stacking our network with high-execution, community-embedded distributors who win at the account level every single day,” said Andy Ross, Chief Executive Officer of American Rebel Holdings, Inc. (NASDAQ: AREB). “Lawrence Distributing Company is exactly that kind of partner. They’re a proven Southside Virginia operator with real infrastructure, disciplined field execution, and relationships that go back generations. This partnership strengthens the Virginia foundation we began building with Valley and positions us to fill out the footprint to meet increasing inquiries from local and regional chain stores that want American Rebel Light Beer on shelves and in coolers. We’re expanding with purpose—market by market—so consumers can find Rebel Light where they already shop and celebrate. It’s going to be an exciting year for American Rebel.”

Virginiacoverage is accelerating—powered by Distributor-First execution

American Rebel’s (www.americanrebelbeer.com) Distributor-First strategy is designed to prioritize best-in-class regional wholesalers who deliver shelf placement, cold-box execution, and in-market momentum—then scale those wins into broader retail and chain authorizations. That approach has been reinforced by recent company-announced milestones including national distributor engagement momentum and major retail rollout progress headed into spring reset season.

Recentannounced execution wins since September 2025 include:

●	Oct.<br> 13, 2025 — American Rebel Light Beer announced spring 2026 distribution placement across<br> 416 Southeastern Grocers locations (including Winn-Dixie, Harvey’s, and Fresco y Más)<br> across five states, a major retail rollout milestone.
●	Oct.<br> 20, 2025 — American Rebel reported breakout engagement at the 2025 NBWA Convention,<br> including 110+ distributor meetings, 83 qualified follow-ups, and 16 on-site verbal commitments<br> opening new-state expansion opportunities.
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●	Nov.–Dec.<br> 2025 — A rapid series of distribution partnerships were announced in Pennsylvania (Wilson<br> McGinley, Muller Distributing, Mid-State Beverage Company, Banko Beverage Company, Ace Distributing),<br> plus Commercial Distributing Company (Massachusetts) and C & C Distributors (Arkansas).
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●	Jan.<br> 8, 2026 — American Rebel announced an Indiana expansion with Working Distributors,<br> strengthening coverage alongside Zink Distributing.
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●	Jan.<br> 12, 2026 — American Rebel adds Lawrence Distributing Company to deepen Virginia distribution<br> and accelerate 2026 retail rollouts (announced today).
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“Lawrence Distributing Company has spent more than seven decades earning trust across Southside Virginia by doing the fundamentals right—serving customers consistently, executing at a high standard, and staying deeply connected to the communities they support,” said Todd Porter, President of American Rebel Beverages. “That’s the kind of partner that builds brands the right way. With LDC’s strong on- and off-premise relationships, experienced sales and merchandising teams, and disciplined cold-chain operations, we’re positioned to move fast in Virginia—driving placements, improving visibility, and supporting the growing number of retailer conversations we’re having across the region. We’re proud to build alongside a family-owned distributor with a reputation like Lawrence. Rebel Up, Virginia.”

LawrenceDistributing Company + American Rebel Light Beer

Ahigh-execution Virginia partnership built on local strength, service discipline, and community roots

Founded in 1954, Lawrence Distributing Company has grown from a one-truck operation into a leading beverage wholesaler serving Southside and south-central Virginia with a broad portfolio of beer, wine, water, and non-alcoholic beverages. Today, LDC employs 80+ team members and services 1,000+ customers across a territory spanning 10+ counties and the cities and towns within them, reaching an estimated regional population of approximately 375,000.

LDC’s operations are built for consistent execution and product integrity. The company operates two warehouse facilities—a primary location in Danville, Virginia, and a secondary facility in South Hill, Virginia—with climate-controlled storage for beer to help ensure consistent quality year-round. Package beer is stored at controlled temperatures (68°F or lower) and keg beer is stored colder (38°F or lower), reflecting the company’s commitment to proper handling from warehouse to retailer.

LDC brings not only infrastructure, but also meaningful on-the-ground capacity: a pre-sell model, an experienced sales force organized by geography, delivery and merchandising teams aligned to execute in-market priorities, and operational support that includes trained draft technicians who service and maintain draft systems in accounts. The company’s scale is significant, with annual volume reported at just over 1,000,000 equivalent cases (12oz equivalents).

LDC’s broad portfolio and reputation also matter in winning retailer confidence. The company distributes major domestic, craft, and import brands—creating “portfolio context” that helps new brands like American Rebel Light Beer compete for attention and placement alongside established category leaders. Just as important, Lawrence Distributing is known as a relationship-first organization and a long-term brand builder, reflecting the founder’s philosophy of earning customer respect by putting the customer’s interests first. That approach—deep relationships paired with disciplined execution—has helped LDC thrive for more than 70 years and remain a respected community business in southern Virginia.

WhatLawrence Distributing Company brings to American Rebel Light Beer

●	70+<br> years of regional trust and market know-how: A family-owned Virginia wholesaler with a legacy<br> of disciplined service and brand-building.
●	Deep<br> local reach in Southside & south-central Virginia: Coverage across 10+ counties and the<br> towns and cities within them, with 1,000+ customers served.
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●	Execution-ready<br> facilities and cold-chain discipline: Two warehouses and climate-controlled beer storage<br> supporting product quality and reliable replenishment.
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●	Sales,<br> delivery, merchandising, and draft support built for performance: A structured go-to-market<br> team model and operational capabilities that support both off-premise and on-premise growth.
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●	Community<br> embedded and values-aligned: A local business culture built on service, relationships, and<br> strong community roots that match American Rebel’s patriotic brand positioning.
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AboutLawrence Distributing Company

Lawrence Distributing Company is a family-owned beverage distribution business founded in 1954, headquartered in Danville, Virginia, with additional operations in South Hill, Virginia. LDC distributes a diversified portfolio of beer, wine, water, and non-alcoholic beverages across Southside and south-central Virginia, serving more than 1,000 customers and supporting the communities where it operates through long-standing relationships and service-focused execution.

AboutAmerican Rebel Holdings, Inc. (NASDAQ: AREB)

American Rebel Holdings, Inc. (NASDAQ: AREB) 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 most recently American RebelLight Beer—a premium domestic light lager that is all natural, with approximately 100 calories, 3.2 carbohydrates, and 4.3% ABV per 12 oz serving, brewed without corn, rice, or added sweeteners commonly found in mass-produced light beers.

Watch the American Rebel Story as told by our CEO Andy Ross: The American Rebel Story.

Additional information, including the Company’s filings with the SEC, can be found on the investor relations section of American Rebel’s website.

MediaInquiries:

Monica Brennan

Monica@NewtoTheStreet.com

AmericanRebel Light Beer — Retail & Distribution Opportunities:

Todd Porter, President, American Rebel Beverages

tporter@americanrebelbeer.com

InvestorRelations:

ir@americanrebel.com

Forward-LookingStatements

This press release contains “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995, including, without limitation, statements regarding: the anticipated benefits of the Company’s Distributor-First strategy; the expected performance of the Company’s distribution partnership with Lawrence Distributing Company (“Lawrence”) and the anticipated benefits of strengthening the Company’s Virginia footprint alongside the Company’s existing Virginia distribution momentum through Valley Distributing; the timing, scope, and success of planned on-premise and off-premise rollouts in Virginia and other markets; the Company’s expectations regarding distribution momentum, retail velocity, retail rollouts, shelf gains, chain interest, and on-/off-premise growth opportunities during 2026; the Company’s ability to complete additional distribution agreements, expand coverage within Virginia and other states, and/or “fill out the footprint” to meet increasing inquiries from local and regional chain stores; the Company’s ability to secure, maintain, and expand retail authorizations, including any planned resets, rollouts, placements, or account expansions referenced in this release; the Company’s ability to convert retailer interest and distributor discussions into purchase orders, sustained distribution, and repeat sales; the Company’s ability to convert interest and follow-up opportunities generated from the 2025 National Beer Wholesalers Association (NBWA) Annual Convention into additional distribution agreements, new market entries, or other business opportunities; and the Company’s expectations regarding future sales, growth, and financial performance.

Forward-looking statements are based on current expectations, estimates, projections, and assumptions and are not guarantees of future performance. Forward-looking statements may be identified by words such as “expects,” “believes,” “anticipates,” “plans,” “intends,” “may,” “will,” “should,” “could,” “targets,” “projects,” “seeks,” “estimates,” “positions,” “momentum,” “opportunity,” “rollout,” “accelerate,” “continue,” “expand,” and similar expressions, or the negative of these terms.

Actual results may differ materially from those expressed or implied in the forward-looking statements due to a variety of risks and uncertainties, including, among others: the Company’s ability to successfully implement its Distributor-First strategy and achieve sustained market execution; the Company’s ability to effectively launch, distribute, merchandise, promote, and maintain adequate supply levels of American Rebel Light Beer in Virginia and other territories; the performance of existing and new distributors (including, without limitation, Lawrence Distributing Company, Valley Distributing, Working Distributors, Zink Distributing, Wilson McGinley, Muller Distributing, Mid-State Beverage Company, Banko Beverage Company, Ace Distributing, CommercialDistributing Company, and C & C Distributors), including their commitment to and prioritization of American Rebel Light Beer, their ability to obtain and maintain retail and on-premise placements, their sales and merchandising execution, their ability to execute promotions, and their retailer support; the Company’s ability to negotiate and execute definitive agreements with potential additional distributors and whether any such agreements, if executed, result in meaningful sales volume or profitability; the Company’s ability to meet retailer requirements (including service levels, pricing, promotions, allocations, marketing support, packaging requirements, quality standards, and product availability), and the timing and extent of any retail resets, authorizations, rollouts, or chain expansions; consumer adoption, trial rates, and repeat purchase behavior; the impact of pricing, promotional activity, competitor actions, and category dynamics; the Company’s ability to compete effectively in a highly competitive beer and beverage marketplace; general economic conditions, inflationary pressures, and changes in consumer spending patterns; production capacity, quality control, supply chain reliability, ingredient availability, packaging availability, transportation constraints, and other operational risks; the Company’s ability to execute marketing programs and promotional activities in compliance with applicable laws and regulations (including alcoholic beverage advertising, labeling, and trade practice regulations); regulatory and licensing changes affecting alcoholic beverage distribution and sales; and other risks described from time to time in the Company’s filings with the U.S. Securities and Exchange Commission.

In addition, initial retail placements and authorizations — including those with national, regional, specialty, grocery, convenience, and on-premise accounts — do not guarantee long-term placement, expanded distribution, future purchase orders, or successful sell-through of American Rebel Light Beer. Retail authorizations may be limited in time or geography, may be subject to test or trial periods, may be impacted by resets or category reviews, and may be reduced, modified, or discontinued by a retailer at any time based on factors such as consumer demand, category performance, competitive activity, pricing, promotions, supply reliability, merchandising support, and retailer strategy. Even where American Rebel Light Beer has secured shelf, cold box, or tap handle placement, there can be no assurance that consumers will purchase the product at levels sufficient to sustain or grow distribution, or that any retailer inquiries, discussions, or indications of interest will result in authorizations, purchase orders, expanded placements, or continued distribution.

Additional factors that could cause actual results to differ materially include, without limitation: (a) the final accounting treatment of transactions and arrangements described in the Company’s SEC filings under U.S. GAAP, including valuation determinations, classification between liabilities and equity, and related presentation and disclosure requirements; (b) the possibility that the SEC may review, comment on, delay, or not declare effective any registration statement or other filing (including any contemplated registration statement on Form S-1), or that the Company may be unable to timely file or maintain the effectiveness of registration statements or periodic reports for any reason; (c) the risk that the Company may not be able to meet Nasdaq continued listing requirements in the future (including due to changes in stockholders’ equity, market value, minimum bid price, corporate governance requirements, or other factors), and the risk of additional compliance actions, trading suspension, or delisting; (d) if applicable, the risk that conversions of the Company’s Series D Convertible Preferred Stock into common stock may not occur as anticipated, may be delayed, may be limited by contractual provisions (including beneficial ownership limitations), regulatory considerations, market conditions, or other factors, and/or may result in greater-than-anticipated dilution; (e) the availability of sufficient authorized and unissued shares of common stock, including the application of equity plan limits, share reservation mechanics, and other corporate, legal, or exchange requirements affecting issuance capacity; (f) the Company’s ability to perform its obligations under commercial agreements described in its SEC filings (including any sponsorship arrangements and related registration rights), and the impact of any disputes, enforcement actions, penalties, or additional consideration provisions triggered by non-performance or alleged non-performance; (g) the Company’s ability to rely on exemptions from registration for securities issuances described in its SEC filings and the risk of differing interpretations by regulators or third parties; (h) adverse developments in the Company’s operating results, liquidity, or access to capital; (i) volatility in the trading price and liquidity of the Company’s securities; and (j) general economic, market, regulatory, and competitive conditions.

Readers are cautioned not to place undue reliance on forward-looking statements, which speak only as of the date made. Except as required by law, the Company undertakes no obligation to publicly update or revise any forward-looking statements to reflect events or circumstances after the date of this press release.