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 21, 2026

AMERICAN

REBEL HOLDINGS, INC.

(Exact name of registrant as specified in its charter)

Nevada	001-41267	47-3892903
(State or other jurisdiction<br><br> <br>of incorporation)	(Commission<br><br> <br>File<br> Number)	(IRS<br> Employer<br><br> <br>Identification<br> No.)
218 3^rd^ 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 Agreements

On January 22, 2026, the Company entered into eighteen separate Exchange Agreements (the “Exchanges”) with Streeterville Capital, LLC (“Streeterville”). Further, on January 26, 2026, the Company entered into an additional exchange agreement with 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 Exchanges, the Company and Streeterville agreed to partition new Secured Promissory Notes in the original principal amounts totaling $2,234,400 (the “Partitioned Notes”) from the Note and then cause the outstanding balance of the Note to be reduced by an amount equal to the initial outstanding balances of the Partitioned Notes. Concurrently, the Partitioned Notes were exchanged for 7,008,773 shares of the Company’s common stock. Pursuant to the January 26, 2026 exchange agreement, the Company and Streeterville agreed to partition a new secured promissory note in the original principal amount totaling $7,617.54 from the Note and then exchanged such amount for 34,831 shares of the Company’s common stock.

The form of Exchange Note was identical for each exchange except for the Partitioned Note amounts and number of shares converted thereunder.

The foregoing descriptions of the Exchanges are not a complete description of all of the parties’ rights and obligations under the Exchange, and is qualified in its entirety by reference to the Form Exchange Agreement, a copy of which is filed as Exhibit 10.1 to this Current Report on Form 8-K.

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 Unregistered Sales of Equity Securities.

On January 21, 2026, Silverback Capital Corporation (“SCC”), pursuant to the Settlement Agreement and Stipulation dated as of October 28, 2025, as amended, requested the issuance of 450,000 shares of Common Stock to SCC, representing a payment of approximately $143,437.50.

On January 22, 2026, SCC requested the issuance of 470,000 shares of Common Stock to SCC, representing a payment of approximately $145,700.

On January 22, 2026, the Company issued Streeterville 7,008,773 shares of common stock pursuant to the Exchanges set forth in Item 1.01 above.

On January 26, 2026, the Company issued Streeterville 34,831 shares of common stock pursuant to the exchange set forth in Item 1.01 above.

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All of the above-described issuances (if any) were exempt from registration pursuant to Section 4(a)(2), 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.

Item3.03 Material Modification to Rights of Security Holders.

To the extent required by Item 3.03 of Form 8-K, the information contained in Item 5.03 herein is incorporated by reference into this Item 3.03.

Item5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

In connection with the corporate action approved by the Company’s stockholders by written consent in lieu of a meeting of stockholders dated November 25, 2025, a majority of the stockholders of the Company approved a Certificate of Amendment to the Company’s Second Amended and Restated Articles of Incorporation (the “Certificate of Amendment”) to effect a reverse stock split of the Company’s shares of common stock, par value $0.001 per share (the “Common Stock”), at a ratio of up to 1-for-25 (the “Reverse Stock Split”), with such ratio to be determined in the sole discretion of the Company’s Board of Directors (the “Board”) and with the Reverse Stock Split to be effected at such time and date, if at all, as determined by the Board in its sole discretion at any time within twelve (12) months of such stockholder approval. The Board set the Reverse Stock Split ratio at 1-for-20 and approved and authorized the filing of the Certificate of Amendment on January 13, 2026, with the Certificate of Amendment to become effective as of 12:00 a.m., Eastern Time, on February 2, 2026 (the “Effective Time”).

As of the date of this Current Report on Form 8-K the Company has NOT received a deficiency notice regarding the bid price rule from the listing qualifications staff at The Nasdaq Capital Market (“Nasdaq”).

As a result of the Reverse Stock Split, every twenty (20) shares of the Company’s pre-Reverse Stock Split Common Stock will be combined into one (1) share of the Company’s post-Reverse Stock Split Common Stock, without any change in par value per share. No fractional shares will be issued in connection with the Reverse Stock Split and all such fractional interests will be rounded up to the nearest whole number of shares of Common Stock. Further, no current owner of 100 or more shares will be reduced to less than 100 shares.

The Reverse Stock Split is intended for the Company to regain compliance with the minimum bid price requirement of $1.00 per share of Common Stock for continued listing on Nasdaq. The Reverse Stock Split will be effective at 12:00 a.m., Eastern Time, on February 2, 2026, and the Common Stock and publicly trades warrants (symbol “AREBW”) are expected to begin trading on a Reverse Stock Split-adjusted basis on Nasdaq at the opening of the market on February 2, 2026. The trading symbol for the common stock will remain “AREB,” and the new CUSIP number of the common stock following the Reverse Stock Split is 02919L 802. The publicly traded warrants will continue to trade on Nasdaq under the symbol “AREBW” with the same CUSIP number of 02919L 117.

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The Company’s transfer agent, Securities Transfer Corporation, is acting as the exchange agent and paying agent for the Reverse Stock Split.

The Reverse Stock Split does not affect the Company’s authorized preferred stock. After the Reverse Stock Split, the Company’s authorized preferred Stock of 10,000,000 shares remained unchanged. Additionally, the Reverse Stock Split will not affect the par value of the preferred stock, or previously designated series of preferred stock, except to affect, where applicable, the conversion rates of such preferred stock. The Reverse Stock Split will have no effect on the voting or conversion rights of the outstanding shares of Series A Preferred Stock, which shall remain at 1,000:1 and 500:1, respectively, or the conversion rights of the Series C and D Convertible Preferred Stock, which shall remain at 5:1 (each share of Series C and D Convertible Preferred Stock is convertible into five shares of Common Stock).

Each stockholder’s percentage ownership interest in the Company and proportional voting power remains virtually unchanged as a result of the Reverse Stock Split, except for minor changes and adjustments that will result from rounding fractional shares into whole shares and accounting for the fact no current owner of 100 or more shares will be reduced to less than 100 shares. The rights and privileges of the holders of shares of Common Stock will be substantially unaffected by the Reverse Stock Split.

In addition, the Reverse Stock Split will apply to the Common Stock issuable upon the exercise of the Company’s outstanding publicly traded warrants, other warrants, stock options and other derivative securities, with proportionate adjustments to be made to the exercise price thereof. All outstanding Company options, publicly traded warrants, other warrants and convertible/derivative securities entitling the holders thereof to purchase shares of Common Stock, if any, will enable such holders to purchase, upon exercise thereof, fewer of the number of shares of Common Stock which such holders would have been able to purchase upon exercise thereof immediately preceding the Reverse Stock Split, at the same total price (but a higher per share price) required to be paid upon exercise thereof immediately preceding the Reverse Stock Split

The summary of the Certificate of Amendment does not purport to be complete and is qualified in its entirety by reference to the full text of the Certificate of Amendment, a copy of which was filed as Exhibit 3.1 to the Form 8-K filed on January 21, 2026.

Item7.01. Regulation FD Disclosure.

On January 28, 2026, the Company issued an additional press release with respect to the Reverse Stock Split. A copy of the second press release is furnished herewith as Exhibit 99.1 to this Current Report on Form 8-K (this “Current Report”).

The information contained in this Item 7.01 of this Current Report, including Exhibit 99.1 hereto, is being furnished pursuant to Item 7.01 and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, and it shall not be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or under the Exchange Act, whether made before or after the date hereof, except as expressly set forth by specific reference in such filing to this Item 7.01 of this Current Report.

Item9.01 Financial Statements and Exhibits.

(d)	Exhibits.
Exhibit Number	Description
---	---
10.1	Form of Streeterville Exchange Agreement
99.1	Reverse Stock Split Second Press Release dated January 28, 2026
104	Cover<br> Page Interactive Data File

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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:	January 28, 2026	By:	/s/ Charles A. Ross, Jr.
			Charles<br> A. Ross, Jr.
			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 [*], 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 $[*] (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 [*] shares of the Borrower’s Common Shares, $0.001 par value (the “Common Stock,” and such [*] 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:

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 [*], 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.

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.

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.

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.

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.

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.

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]

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

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

[Signature Page to ExchangeAgreement]

Exhibit99.1

AMERICANREBEL HOLIDNGS, INC. (NASDAQ: AREB; AREBW) REANNOUNCES 1-FOR-20 REVERSE STOCK SPLIT OF ITS COMMON STOCK AND PUBLICLY TRADED WARRANTSWITH ROUND LOT STOCKHOLDER PROTECTION TO BE EFFECTIVE ON FEBRUARY 2, 2026

Nashville, TN, January 28, 2026 (GLOBE NEWSWIRE) — American Rebel Holdings, Inc. (NASDAQ: AREB) — America’s Patriotic Brand (the “Company”), today confirmed that it will effect a reverse stock split of its outstanding shares of common stock, par value $0.001 per share (the “Common Stock”), and publicly traded warrants, par value $0.001 per share (the “Warrants”), at a ratio of 1-for-20, to be effective on February 2, 2026.

The Company’s Common Stock and Warrants are scheduled to begin trading on a reverse stock split-adjusted basis at the opening of Nasdaq on Monday, February 2, 2026. Following the reverse stock split, the Common Stock will continue to trade on Nasdaq under the symbol “AREB” with a new CUSIP number 02919L 802 and the Warrants will continue to trade on Nasdaq under the symbol “AREBW” with a same CUSIP number of 02919L 117.

As of the date of this press release, the Company has NOT received a deficiency notice and does NOT expect to receive a deficiency notice regarding the bid price rule from the listing qualifications staff at The Nasdaq Capital Market (“Nasdaq”).

The reverse stock split is intended for the Company to:

●	Enhance<br> Deposit (Ability) and Marketability: By increasing the share price, a reverse split can make<br> the stock more eligible for trading on certain platforms which benefits our stockholders.
●	Continue<br> to ensure compliance with the minimum bid price requirement of $1.00 per share of common<br> stock for continued listing on Nasdaq.

Important information:

●	Exchange/Split Rate:	1:20
●	New CUSIP:	Common Stock - 02919L 802
●	Date of Record:	January 30, 2026
●	Transfer Agent:	Securities Transfer Corporation

The reverse stock split will not change the authorized number of shares of the Company’s Common Stock. No fractional shares will be issued in connection with the reverse stock split, and all such fractional interests will be rounded up to the nearest whole number of shares of Common Stock. Further, no current owner of 100 or more shares will be reduced to less than 100 shares post-split.

NoFractional Shares: Fractional Interest will be rounded up to the nearest whole share

RoundLot Protection: No current owner of 100 or more shares reduced to less than 100

In addition, the reverse stock split will apply to the Common Stock issuable upon the exercise of the Company’s other outstanding derivative securities, with proportionate adjustments to be made to the exercise prices and number of derivates thereof and under the Company’s equity incentive plans.

Round Lot Stockholder Protection to ensure that stockholders holding a “round lot” (typically 100 shares) are not adversely affected by the split.

All Fractional Shares Rounded to nearest whole number. As a result of the reverse stock split all fractional interests will be rounded up to the nearest whole number

The Company is committed to proactively protecting the interests of its stockholders, particularly those owning round lots of 100 or more shares. Stockholders holding at least 100 shares prior to the reverse stock split will retain a minimum of 100 shares post-split. This protection ensures that no stockholder who currently qualifies as a round lot holder will lose their status.

Additionally, fractional shares resulting from the reverse stock split will be rounded up to the nearest whole share to maintain liquidity and stockholder equity.

The reverse stock split will reduce the number of issued and outstanding shares calculated using the common shares outstanding as of January 27, 2026 of the Company’s common stock from approximately 17 million (17,017,944 per January 27, 2026 transfer agent report) to approximately 850,898, which does not include shares to be issued pursuant to the round lot rounding set forth above.

On November 25, 2025, stockholders holding shares of the Company’s Series A Convertible Preferred Stock (the “Series A Preferred”) and shares of Common Stock, representing in excess of a majority of the outstanding shares of Common Stock of the Company, approved by written consent (the “Written Consent”) in lieu of a special meeting to

(i)	authorize<br> up to a 1-for-25 reverse stock split of the Company’s Common Stock (the “Reverse<br> Stock Split”),
(ii)	approve<br> an amendment to the Company’s Second Amended and Restated Articles of Incorporation<br> to effectuate the Reverse Stock Split, and
(iii)	authorize<br> any other action deemed necessary to effectuate the Reverse Stock Split, without further<br> approval or authorization of the Company’s stockholders, at any time within twelve<br> (12) months of such approval.

Pursuant to Rule 14c-2 of the Exchange Act, the Action became effective on January 5, 2025, which was 20 calendar days following the date American Rebel first mailed the Information Statement to its stockholders.

Thefinal reverse stock split at a ratio of 1-for-20 with round lot stockholder (100 shares) protection and a targeted effective date ofFebruary 2, 2026, has been established.

Securities Transfer Corporation is acting as the exchange agent and paying agent for the reverse stock split. Stockholders holding their shares in book-entry form or in brokerage accounts need not take any action in connection with the reverse stock split.

The standard procedure is that DTC gathers all round up share requests from each participant within their system. After about 4 to 6 business days, DTC will send a request for the total amount of round up shares needed to cover all participants/beneficial holders. At that time, our transfer agent will make one issuance/deposit to CEDE (DTC).

Round-up shares should populate in participant/beneficial holder accounts in approximately ten (10) trading days post the Reverse Stock Split based on historical distributions.

Securities Transfer Corporation will provide instructions to any stockholders with certificates regarding the process in connection with the exchange of pre-reverse stock split stock certificates for ownership in book-entry form or stock certificates on a post-reverse stock split basis. Stockholders are encouraged to contact their bank, broker or custodian with any procedural questions.

FrequentlyAsked Questions (FAQ) for American Rebels Stockholders Regarding the Approved Reverse Stock Split

Important Notice: This FAQ provides information for stockholders of record and retail (beneficial) stockholders about the approved reverse stock split of 1-for-20 and the settlement of trades prior to its effectiveness on February 2, 2026. This is for informational purposes only and is not intended as financial, legal, or tax advice. Stockholders should consult their financial advisors or brokers for personalized guidance.

1.What is the reverse stock split, and why is it happening?

The Board of Directors (BOD) and stockholders of American Rebels have approved a reverse stock split of up to 1-for-20 on the company’s common stock and the Warrants. This means that for every up to 20 pre-split shares you own, they will be consolidated into 1 post-split share. The purpose is typically to increase the per-share price to meet exchange listing requirements, improve liquidity, and enhance market appeal without changing the overall economic value of your holdings (though the number of shares will decrease proportionally, and the share price will increase accordingly). The Warrants will be adjusted by increasing the exercise price by 20 and reducing the number of Warrants by 20.

2.When will the reverse stock split become effective?

The reverse stock split is assumed to become effective on February 2, 2026. Trading on a post-split adjusted basis is expected to begin at the market open on that date. The exchange may halt trading briefly prior to the effective date to process the adjustment.

3.How will my shares be adjusted if I am a stockholder of record?

If you hold shares in certificate form or directly with the company’s transfer agent (as a registered stockholder), your holdings will be automatically adjusted to reflect the reverse stock split ratio. No action is required on your part. You will receive updated records or certificates reflecting the new share count shortly after the effective date.

4.How will my shares be adjusted if I am a retail stockholder holding through a brokerage account?

If you hold shares through a brokerage account (beneficial ownership, often called “street name”), your brokerage firm will handle the adjustment automatically based on the reverse stock split ratio. No action is typically required from you, but you should confirm with your broker if you have any specific instructions or concerns.

5.What happens to trades settled prior to the effective date of the reverse stock split?

Trades that are fully settled with your brokerage firm before February 2, 2026, will be included in the adjustment process. In historical reverse splits, including those with similar structures, stockholders receive a “round lot benefit” or “roundup benefit” for these settled shares. This protection ensures that eligible stockholders maintain a minimum round lot (typically 100 shares) post-split, helping to protect retail investors from ending up with very small or fractional holdings.

6.What is the round lot benefit or roundup benefit, and how does it work?

In reverse stock splits like this one, a round lot benefit (also called stockholder protection) is often provided to eligible holders to ensure they retain at least a round lot of 100 post-split shares, regardless of the strict mathematical conversion from the split ratio. This applies to stockholders with at least 100 but fewer than a certain threshold of pre-split shares (e.g., up to 1,999 in similar historical cases, depending on the ratio). Fractional shares resulting from the split will be rounded up to the nearest whole share.

● Eligibility: Generally applies to holders of 100 or more pre-split shares that would result in fewer than 100 post-split shares after the initial adjustment. Both record and beneficial stockholders qualify, but beneficial holders depend on their brokerage participating in the process.

● Process: The initial adjustment occurs on the effective date. The additional “round-up” shares to reach the 100-share minimum are processed through the Depository Trust Company (DTC) via brokerage election notices. Your brokerage must comply and submit the election to DTC for you to receive the benefit.

7. Can you provide an example of how the round lot benefit works?

Yes, using a hypothetical 1-for-20 reverse stock split ratio (as an example only; the actual ratio may be up to 1-for-20):

●	If<br> you own 100 shares that have settled with your brokerage firm prior to February 2, 2026,<br> and are included in the brokerage’s election process with DTC:
○	Initially,<br> your holdings would be adjusted to 5 shares (100 divided by 20).
---	---
○	However,<br> because 5 is less than a round lot of 100, you would receive an additional 95 shares as part<br> of the round lot benefit.
○	Result:<br> You would own 100 shares in total once DTC has processed the brokerage election notices,<br> which typically occurs approximately 10 trading days after the reverse stock split effective<br> date.

This benefit preserves your position as a round lot stockholder and is common in reverse splits to support retail investors.

8.What if my pre-split holdings would result in 100 or more post-split shares?

If your adjusted post-split shares are already 100 or more (e.g., if you own 2,000 or more pre-split shares in a 1-for-20 example, resulting in 100 post-split), no additional round-up shares are needed, and you will simply hold the mathematically adjusted amount (with any fractions rounded up).

9.How long does it take to receive the round lot benefit shares?

The initial split adjustment happens on the effective date (February 2, 2026). The additional round-up shares for the benefit are typically distributed within approximately 10 trading days (or whenever DTC processing is complete) after the effective date. The exact timing depends on DTC and your brokerage’s participation in the election process. The company does not control the dispersal timeline.

10.Do I need to take any action to receive the round lot benefit?

○	Stockholders of record: No action needed; adjustments, including the benefit, are handled automatically<br> by the transfer agent.
○	Retail/beneficial stockholders: No direct action is required, but the benefit depends on your brokerage<br> timely responding to DTC’s election and notification requests. Contact your broker<br> to confirm their participation if you have concerns.

11.What about fractional shares without the round lot benefit?

In cases where the round lot benefit does not apply (e.g., if you hold fewer than 100 pre-split shares), any fractional post-split shares are typically rounded up to the nearest whole share or paid out in cash (cash-in-lieu) at the fair market value, depending on the company’s policy and your holder’s rules.

12.Will this affect the value of my investment?

The reverse stock split itself does not change the total value of your investment (the share price increases proportionally to the reduction in shares). However, the round lot benefit may add value for eligible small holders by providing additional shares. Market conditions, trading volume, and other factors can influence the post-split price.

13.Who can I contact for more information?

○	For<br> record holders: Contact the company’s transfer agent (details available on the company’s<br> investor relations website).
○	For<br> retail holders: Contact your brokerage firm directly.
○	General<br> inquiries: Visit the American Rebels investor relations page or contact the company at info@americanrebel.com

This FAQ is based on the approved reverse stock split terms and historical practices. Updates will be provided if the exact ratio or other details change.

AboutAmerican Rebel Holdings, Inc.

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 Rebel Light 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.

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, without limitation, statements regarding the expected timing, terms and effects of the Company’s 1-for-20 reverse stock split, the expected commencement of trading on a split-adjusted basis, the intended benefits of the reverse stock split (including with respect to Nasdaq continued listing requirements), the Company’s belief that it has not received, and does not currently expect to receive, a Nasdaq bid price deficiency notice, the treatment of fractional shares and the Company’s round-lot stockholder protection, the expected adjustments to outstanding derivative securities and equity plans, and the expected timing of processing of any related share adjustments by the Company’s transfer agent, DTC and brokerage firms. Words such as “anticipate,” “believe,” “could,” “estimate,” “expect,” “intend,” “may,” “plan,” “potential,” “project,” “should,” “target,” “will” and similar expressions are intended to identify forward-looking statements.

Forward-looking statements are not guarantees of future performance and are based on management’s current expectations and assumptions and are subject to risks, uncertainties and other factors that could cause actual results to differ materially from those expressed or implied by such statements. These factors include, among others: the Company’s ability to effect the reverse stock split on the expected terms and within the expected timeframe (including satisfaction of applicable legal requirements and Nasdaq procedures); whether the reverse stock split will increase the market price of the Company’s common stock or maintain such price over time; the possibility that the Company may receive a deficiency notice from Nasdaq and/or may be unable to regain or maintain compliance with Nasdaq continued listing requirements; the impact of the reverse stock split on the liquidity, trading volume and volatility of the Company’s common stock; the risk of delays, disruptions or errors by the Company’s transfer agent, DTC or brokerage firms in processing the reverse stock split or distributing any rounding adjustments; the dilutive effect of rounding up fractional shares or providing round-lot protection; the Company’s ability to obtain additional financing, manage its liquidity and capital resources, and execute its business strategy; and general economic, market and industry conditions.

Additional information regarding these and other risks is included in the Company’s filings with the Securities and Exchange Commission (“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 and subsequent 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.

CompanyContact:

info@americanrebel.com

ir@americanrebel.com