American Rebel Holdings Inc 8-K, filed Aug 31, 2026
American Rebel Holdings Inc (AREB)
About this 8-K
American Rebel Holdings Inc filed this 8-K on August 31, 2026, reporting on events of August 18, 2026.
Items reported
- Item 1.01: Entered into a material agreement
- Item 2.03: New debt or off-balance-sheet obligation
- Item 3.02: Unregistered sale of equity
- Item 7.01: Regulation FD disclosure
- Item 9.01: Financial statements and exhibits
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934
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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 communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) | |
| Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) | |
| Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) | |
| Pre-commencement 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: None
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).
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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. ☐
Item 1.01. Entry into a Material Definitive Agreement.
Horberg Exchange Agreements
On August 24, 2026, the Company entered into an Exchange Agreement (the “Series D Exchange”) with Horberg Enterprises, LP (“Horberg”). The Company previously sold Horberg 100,000 shares of Series D Convertible Preferred Stock pursuant to that certain Securities Purchase Agreement dated as of October 1, 2025. Pursuant to the Series D Exchange, the Company and Horberg agreed to exchange and convert 9,600 shares of Series D Convertible Preferred Stock for 72 shares of Series E Preferred Stock, representing a dollar amount of $72,000.
On August 24, 2026, the Company entered into an additional Exchange Agreement (the “Series E Exchange”) with Horberg Enterprises, LP (“Horberg”). Pursuant to the Series E Exchange, the Company and Horberg agreed to exchange and convert 72 shares of Series E Preferred Stock for 602,491 shares of common stock.
The foregoing descriptions of the Series D and Series E Exchanges are not a complete description of all of the parties’ rights and obligations under the Exchanges, and are qualified in their entirety by reference to the Series D Exchange Agreement and Series E Exchange Agreement, copies of which are filed as Exhibits 10.1 and 10.2, respectively, to this Current Report on Form 8-K.
Agile Exchange and Settlement Agreement
On August 24, 2026, 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 1,333,111 shares of the Company’s common stock (the “Conversion Shares”), valued at $0.1125 per share.
Upon consummation of the exchange, all amounts owed under the Loan Agreement were 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 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 10.3 to this Current Report on Form 8-K.
Streeterville June 2025 Note Exchange Agreement
On August 26, 2026, the Company entered into an Exchange Agreement (the “Note Exchange”) with Streeterville Capital, LLC. 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 Note Exchange, the Company and Streeterville agreed to partition a new Secured Promissory Note in the original principal amount of $155,000 (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 1,000,000 shares of the Company’s common stock.
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The foregoing descriptions of the Note Exchange is not a complete description of all of the parties’ rights and obligations under the Note Exchange, and are qualified in its entirety by reference to the Form Note Exchange Agreement, a copy of which was filed as Exhibit 10.1 to the Current Report on Form 8-K filed on January 29, 2026.
Streeterville Capital DACA Funds Release
As previously disclosed, on June 26, 2025, the Company entered into a note purchase agreement with Streeterville Capital, LLC (“Streeterville”) pursuant to which the Company issued and sold to Streeterville a secured promissory note in the original principal amount of $5,470,000. On the Closing Date, Streeterville paid $375,000.00 to the Company and $4,625,000.00 was sent to an account at Lakeside Bank owned by the Company’s newly formed wholly-owned subsidiary, ARH Sub, LLC, a Utah limited liability company, to be held pursuant to the Deposit Account Control Agreement (“DACA”). On July 10, 2025, the Company entered into a second securities purchase agreement, and amended and restated the DACA, with Streeterville pursuant to which the Company issued and sold to Streeterville a second secured convertible promissory note in the original principal amount of $6,235,000 (the “Note”). Streeterville paid $650,000.00 to Champion Safe Company, Inc., a wholly-owned subsidiary of the Company, and $5,000,000.00 was sent to the DACA account at Lakeside Bank. On August 20, 2026, Streeterville and ARH Sub sent joint instructions to Lakeside Bank to release $50,000 from the DACA to the Company.
Item 2.03. 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.
Item 3.02 Unregistered Sales of Equity Securities.
On August 18, 2026, Silverback Capital Corporation (“SCC”) requested the issuance of 500,000 shares of Common Stock to SCC, representing a payment of approximately $60,375.
On August 21, 2026, SCC requested the issuance of 500,000 shares of Common Stock to SCC, representing a payment of approximately $56,550
On August 24, 2026, the Company issued Horberg Enterprises LP 602,491 shares of common stock, valued at $0.119105 per share, pursuant to a preferred stock exchange agreement set forth in Item 1.01 above.
On August 25, 2026, SCC requested the issuance of 500,000 shares of Common Stock to SCC, representing a payment of approximately $56,875.
On August 25, 2026 the Company issued Agile Capital Funding, LLC 1,333,111 shares of common stock pursuant to an Exchange Agreement. Upon issuance of the Exchange Shares the outstanding balance under the Secured Promissory Note dated December 4, 2025 is fully satisfied.
On August 26, 2026, the Company issued Streeterville 1,000,000 shares of common stock pursuant to the exchange agreement at a per share price of $0.1550.
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.
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Item 7.01. Regulation FD Disclosure.
On August 18, 2026, the Company’s wholly-owned subsidiary, Champion Safe Company, Inc., issued a press release titled “Champion Safe Accelerates Dealer Fulfillment and Production Momentum at Sports Inc August 2026 Outdoor Show.” A copy of the press release is furnished herewith as Exhibit 99.1 to this Current Report on Form 8-K (this “Current Report”).
On August 19, 2026, the Company issued a press release titled “American Rebel Light Beer Releases George Washington Founding Fathers Campaign on AmericanRebelBeer.com.” A copy of the press release is furnished herewith as Exhibit 99.2 to this Current Report.
On August 21, 2026, the Company issued a press release titled “American Rebel Light Beer & World Champion Matt Hagan Charge into The 2026 NHRA Brainerd Nationals this weekend on FS1 & FS2.” A copy of the press release is furnished herewith as Exhibit 99.3 to this Current Report.
On August 24, 2026, the Company issued a press release titled “Matt Hagan Drives American Rebel Light Beer Funny Car to 2026 NHRA Brainerd Nationals Victory on FS1 National Broadcast and NHRA Funny Car Points Lead.” A copy of the press release is furnished herewith as Exhibit 99.4 to this Current Report.
On August 26, 2026, the Company issued a press release titled “American Rebel Light Beer Drives Major Fan Engagement, Retail Expansion and Brand Visibility During the 2026 NHRA Brainerd Nationals.” A copy of the press release is furnished herewith as Exhibit 99.5 to this Current Report.
The information contained in this Item 7.01 of this Current Report, including Exhibits 99.1 and 99.2 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.
Item 9.01 Financial Statements and Exhibits.
| (d) | Exhibits. |
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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: August 31, 2026 | By: | /s/ Charles A. Ross, Jr. |
| Charles A. Ross, Jr. | ||
| Chief Executive Officer | ||
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Exhibit 10.1
THE EXCHANGE CONTEMPLATED HEREIN IS INTENDED TO COMPORT WITH THE REQUIREMENTS OF SECTION 3(a)(9) OF THE SECURITIES ACT OF 1933, AS AMENDED.
EXCHANGE AGREEMENT
This Exchange Agreement (this “Agreement”) is entered into as of August 20, 2026 by and between Horberg Enterprises, LP (“Investor”), and American Rebel Holdings, Inc., a Nevada corporation (“Company”).
A. Company previously sold and issued to Investor 100,000 shares of Series D Convertible Preferred Stock, valued at $7.50 per share (the “Series D Preferred”) pursuant to that certain Securites Purchase Agreement entered into as of October 1, 2025.
B. Company and Investor desire to exchange (such exchange is referred to as the “Exchange”) 9,600 shares of Series D Preferred (the “Preferred Shares”) with an aggregate Stated Value (as such term is defined in the Certificate of Designation of Preferences and Rights of Series D Preferred Stock) of $72,000.00 for 72 shares of Company’s Series E Preferred Stock (the “Exchange Shares”), at an effective price per Exchange Share of $1,000.00, according to the terms and conditions of this Agreement.
C. The Exchange will consist of Investor surrendering the Preferred Shares in exchange for the Exchange Shares.
D. Other than the surrender of the Preferred Shares, no consideration of any kind whatsoever shall be given by Investor to Company in connection with this Agreement.
E. Investor and Company now desire to exchange the Preferred Shares for the Exchange Shares on the terms and conditions set forth herein.
NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:
1. Recitals and Definitions. Each of the parties hereto acknowledges and agrees that the recitals set forth above in this Agreement are true and accurate, are contractual in nature, and are hereby incorporated into and made a part of this Agreement.
2. Issuance of Exchange Shares. Pursuant to the terms and conditions of this Agreement, the Exchange Shares will be issued to Investor on or before July 29, 2026 (such date, the “Issuance Date”) and the Exchange will occur with Investor surrendering the Preferred Shares to Company on the Issuance Date. On the Issuance Date, the Preferred Shares will be cancelled and all obligations of Company under the Preferred Shares shall be deemed fulfilled. The Exchange Shares be issued in book entry form with Company’s securities counsel.
3. Closing. The closing of the Exchange shall occur on the Effective Date by means of the exchange by express courier and email of .pdf documents, but shall be deemed to have occurred at the offices of DeMint Law, PLLC in Las Vegas, Nevada.
4. Holding Period, Tacking and Legal Opinion. Company represents, warrants and agrees that for the purposes of Rule 144 (“Rule 144”) of the Securities Act of 1933, as amended (the “Securities Act”), the holding period of the Exchange Shares will include Investor’s holding period of the Preferred Shares from October 1, 2025. Company agrees not to take a position contrary to this Section 4 in any document, statement, setting, or situation. The Exchange Shares are being issued in substitution of and exchange for and not in satisfaction of the Preferred Shares. The Exchange Shares shall not constitute a novation or satisfaction and accord of the Preferred Shares. Company acknowledges and understands that the representations and agreements of Company in this Section 4 are a material inducement to Investor’s decision to consummate the transactions contemplated herein.
5. Company’s Representations, Warranties and Agreements. In order to induce Investor to enter into this Agreement, Company, for itself, and for its affiliates, successors and assigns, hereby acknowledges, represents, warrants and agrees as follows: (a) Company has full power and authority to enter into this Agreement and to incur and perform all obligations and covenants contained herein, all of which have been duly authorized by all proper and necessary action, (b) no consent, approval, filing or registration with or notice to any governmental authority is required as a condition to the validity of this Agreement or the performance of any of the obligations of Company hereunder, (c) the Exchange Shares, when issued, will be duly authorized by all necessary corporate action and the Exchange Shares will be validly issued, fully paid and non-assessable, free and clear of all taxes, liens, claims, pledges, mortgages, restrictions, obligations, security interests and encumbrances of any kind, nature and description, (d) Company has not received any consideration in any form whatsoever for entering into this Agreement, other than the surrender of the Preferred Shares, and (e) Company has taken no action which would give rise to any claim by any person for a brokerage commission, placement agent or finder’s fee or other similar payment by Company related to this Agreement.
6. Investor’s Representations, Warranties and Agreements. In order to induce the Company to enter into this Agreement, Investor for itself, and for its affiliates, successors and assigns, hereby acknowledges, represents, warrants and agrees as follows: (a) Investor has full power and authority to enter into this Agreement and to incur and perform all obligations and covenants contained herein, all of which have been duly authorized by all proper and necessary action, (b) no consent, approval, filing or registration with or notice to any governmental authority is required as a condition to the validity of this Agreement or the performance of any of the obligations of Investor hereunder, (c) the Investor understands that the Exchange Shares are being offered and exchanged in reliance on specific exemptions from the registration requirements of United States federal and state securities laws and that the Company is relying in part upon the truth and accuracy of, and the Investor’s compliance with, the representations, warranties, agreements, acknowledgments and understandings of the Investor set forth herein and in the Exchange Documents in order to determine the availability of such exemptions and the eligibility of the Investor to acquire the Exchange Shares, (d) the Investor understands that no United States federal or state agency or any other government or governmental agency has passed on or made any recommendation or endorsement of the the Preferred Shares or the Exchange Shares or the fairness or suitability of the investment in the Preferred Shares or the Exchange Shares nor have such authorities passed upon or endorsed the merits of the offering of the Preferred Shares or the Exchange Shares, (e) the Investor is acquiring the Preferred Shares in the ordinary course of its business, the Investor has such knowledge, sophistication, and experience in business and financial matters so as to be capable of evaluation of the merits and risks of the prospective investment in the Preferred Shares and Exchange Shares and has so evaluated the merits and risk of such investment and the Investor is an “accredited investor” as defined in Regulation D under the Securities Act, and (f) the Investor owns the Series D Preferred free and clear of any liens.
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7. Governing Law; Venue. This Agreement shall be construed and enforced in accordance with, and all questions concerning the construction, validity, interpretation and performance of this Agreement shall be governed by, the internal laws of the State of Nevada, without giving effect to any choice of law or conflict of law provision or rule (whether of the State of Nevada or any other jurisdictions) that would cause the application of the laws of any jurisdictions other than the State of Nevada. COMPANY HEREBY IRREVOCABLY WAIVES ANY RIGHT IT MAY HAVE TO, AND AGREES NOT TO REQUEST, A JURY TRIAL FOR THE ADJUDICATION OF ANY DISPUTE HEREUNDER OR IN CONNECTION WITH OR ARISING OUT OF THIS AGREEMENT OR ANY TRANSACTION CONTEMPLATED HEREBY.
8. Counterparts. This Agreement may be executed in any number of counterparts with the same effect as if all signing parties had signed the same document. All counterparts shall be construed together and constitute the same instrument. The exchange of copies of this Agreement and of signature pages by facsimile transmission or other electronic transmission (including email) shall constitute effective execution and delivery of this Agreement as to the parties and may be used in lieu of the original Agreement for all purposes. Signatures of the parties transmitted by facsimile transmission or other electronic transmission (including email) shall be deemed to be their original signatures for all purposes.
9. Attorneys’ Fees. In the event of any arbitration or action at law or in equity to enforce or interpret the terms of this Agreement, the parties agree that the party who is awarded the most money shall be deemed the prevailing party for all purposes and shall therefore be entitled to an additional award of the full amount of the attorneys’ fees and expenses paid by such prevailing party in connection with the arbitration, litigation and/or dispute without reduction or apportionment based upon the individual claims or defenses giving rise to the fees and expenses. Nothing herein shall restrict or impair an arbitrator’s or a court’s power to award fees and expenses for frivolous or bad faith pleading.
10. No Reliance. Company acknowledges and agrees that neither Investor nor any of its officers, directors, members, managers, equity holders, representatives or agents has made any representations or warranties to Company or any of its agents, representatives, officers, directors, or employees except as expressly set forth in this Agreement, in making its decision to enter into the transactions contemplated by this Agreement, Company is not relying on any representation, warranty, covenant or promise of Investor or its officers, directors, members, managers, equity holders, agents or representatives other than as set forth in this Agreement.
11. Severability. If any part of this Agreement is construed to be in violation of any law, such part shall be modified to achieve the objective of the parties to the fullest extent permitted and the balance of this Agreement shall remain in full force and effect.
12. Entire Agreement. This Agreement supersedes all other prior oral or written agreements between Company, Investor, its affiliates and persons acting on its behalf with respect to the matters discussed herein, and this Agreement and the instruments referenced herein contain the entire understanding of the parties with respect to the matters covered herein and therein and, except as specifically set forth herein or therein, neither Investor nor Company makes any representation, warranty, covenant or undertaking with respect to such matters.
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13. Amendments. This Agreement may be amended, modified, or supplemented only by written agreement of the parties. No provision of this Agreement may be waived except in writing signed by the party against whom such waiver is sought to be enforced.
14. Successors and Assigns. This Agreement shall be binding upon and inure to the benefit of the parties and their respective successors and assigns. This Agreement or any of the severable rights and obligations inuring to the benefit of or to be performed by Investor hereunder may be assigned by Investor to a third party, including its financing sources, in whole or in part. Company may not assign this Agreement or any of its obligations herein without the prior written consent of Investor.
15. Conflict Between Documents. This Agreement shall not be effective or binding unless and until it is fully executed and delivered by Investor and Company. If there is any conflict between the terms of this Agreement, on the one hand, and any other document or agreement between the parties, on the other hand, the terms of this Agreement shall prevail.
16. Time of Essence. Time is of the essence with respect to each and every provision of this Agreement.
17. Further Assurances. Each party shall do and perform or cause to be done and performed, all such further acts and things, and shall execute and deliver all such other agreements, certificates, instruments and documents, as the other party may reasonably request in order to carry out the intent and accomplish the purposes of this Agreement and the consummation of the transactions contemplated hereby.
[Remainder of 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.
| COMPANY: | ||
| AMERICAN REBEL HOLDINGS, INC. | ||
| By: | /s/ Charles A. Ross, Jr. | |
| Charles A. Ross, Jr., CEO | ||
| INVESTOR: | ||
| Horberg Enterprises LP | ||
| By: | /s/ H. Todd Horberg | |
| H. Todd Horberg, Authorized Signatory | ||
[Signature Page 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.
EXCHANGE AGREEMENT
This Exchange Agreement (this “Agreement”) is entered into as of August 20, 2026 by and between Horberg Enterprises LP (“Investor”), and American Rebel Holdings, Inc., a Nevada corporation (“Company”).
A. Company previously exchanged and issued to Investor 72 shares of Series E Preferred Stock, par value $0.001 per share (the “Series E Preferred”) pursuant to that certain Exchange Agreement entered into as of August 20, 2026.
B. Company and Investor desire to exchange (such exchange is referred to as the “Exchange”) 72 shares of Series E Preferred (the “Preferred Shares”) with an aggregate Stated Value (as such term is defined in the Certificate of Designation of Preferences and Rights of Series E Preferred Stock) of $72,000.00 for 602,491 shares of Company’s common stock (the “Exchange Shares”), at an effective price per Exchange Share of $0.119505, according to the terms and conditions of this Agreement.
C. The Exchange will consist of Investor surrendering the Preferred Shares in exchange for the Exchange Shares.
D. Other than the surrender of the Preferred Shares, no consideration of any kind whatsoever shall be given by Investor to Company in connection with this Agreement.
E. Investor and Company now desire to exchange the Preferred Shares for the Exchange Shares on the terms and conditions set forth herein.
NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:
1. Recitals and Definitions. Each of the parties hereto acknowledges and agrees that the recitals set forth above in this Agreement are true and accurate, are contractual in nature, and are hereby incorporated into and made a part of this Agreement.
2. Issuance of Exchange Shares. Pursuant to the terms and conditions of this Agreement, the Exchange Shares will be issued to Investor on or before July 29, 2026 (such date, the “Issuance Date”) and the Exchange will occur with Investor surrendering the Preferred Shares to Company on the Issuance Date. On the Issuance Date, the Preferred Shares will be cancelled and all obligations of Company under the Preferred Shares shall be deemed fulfilled. The Exchange Shares be issued in book entry form with Company’s transfer agent.
3. Closing. The closing of the Exchange shall occur on the Effective Date by means of the exchange by express courier and email of .pdf documents, but shall be deemed to have occurred at the offices of DeMint Law, PLLC in Las Vegas, Nevada.
4. Holding Period, Tacking and Legal Opinion. Company represents, warrants and agrees that for the purposes of Rule 144 (“Rule 144”) of the Securities Act of 1933, as amended (the “Securities Act”), the holding period of the Exchange Shares will include Investor’s holding period of the Preferred Shares from October 1, 2025 (which tack back to the original issuance date of the Series D Convertible Preferred Shares purchased by Investor from the Company on such date). Company agrees not to take a position contrary to this Section 4 in any document, statement, setting, or situation. The Exchange Shares are being issued in substitution of and exchange for and not in satisfaction of the Preferred Shares. The Exchange Shares shall not constitute a novation or satisfaction and accord of the Preferred Shares. Company acknowledges and understands that the representations and agreements of Company in this Section 4 are a material inducement to Investor’s decision to consummate the transactions contemplated herein.
5. Company’s Representations, Warranties and Agreements. In order to induce Investor to enter into this Agreement, Company, for itself, and for its affiliates, successors and assigns, hereby acknowledges, represents, warrants and agrees as follows: (a) Company has full power and authority to enter into this Agreement and to incur and perform all obligations and covenants contained herein, all of which have been duly authorized by all proper and necessary action, (b) no consent, approval, filing or registration with or notice to any governmental authority is required as a condition to the validity of this Agreement or the performance of any of the obligations of Company hereunder, (c) the Exchange Shares, when issued, will be duly authorized by all necessary corporate action and the Exchange Shares will be validly issued, fully paid and non-assessable, free and clear of all taxes, liens, claims, pledges, mortgages, restrictions, obligations, security interests and encumbrances of any kind, nature and description, (d) Company has not received any consideration in any form whatsoever for entering into this Agreement, other than the surrender of the Preferred Shares, and (e) Company has taken no action which would give rise to any claim by any person for a brokerage commission, placement agent or finder’s fee or other similar payment by Company related to this Agreement.
6. Investor’s Representations, Warranties and Agreements. In order to induce the Company to enter into this Agreement, Investor for itself, and for its affiliates, successors and assigns, hereby acknowledges, represents, warrants and agrees as follows: (a) Investor has full power and authority to enter into this Agreement and to incur and perform all obligations and covenants contained herein, all of which have been duly authorized by all proper and necessary action, (b) no consent, approval, filing or registration with or notice to any governmental authority is required as a condition to the validity of this Agreement or the performance of any of the obligations of Investor hereunder, (c) the Investor understands that the Exchange Shares are being offered and exchanged in reliance on specific exemptions from the registration requirements of United States federal and state securities laws and that the Company is relying in part upon the truth and accuracy of, and the Investor’s compliance with, the representations, warranties, agreements, acknowledgments and understandings of the Investor set forth herein and in the Exchange Documents in order to determine the availability of such exemptions and the eligibility of the Investor to acquire the Exchange Shares, (d) the Investor understands that no United States federal or state agency or any other government or governmental agency has passed on or made any recommendation or endorsement of the the Preferred Shares or the Exchange Shares or the fairness or suitability of the investment in the Preferred Shares or the Exchange Shares nor have such authorities passed upon or endorsed the merits of the offering of the Preferred Shares or the Exchange Shares, (e) the Investor is acquiring the Preferred Shares in the ordinary course of its business, the Investor has such knowledge, sophistication, and experience in business and financial matters so as to be capable of evaluation of the merits and risks of the prospective investment in the Preferred Shares and Exchange Shares and has so evaluated the merits and risk of such investment and the Investor is an “accredited investor” as defined in Regulation D under the Securities Act, (f) the Investor owns the Series E Preferred free and clear of any liens, and (g) the issuance of the Exchange Shares shall not result in the Investor beneficially owning a number of shares of Common Stock, when aggregated with any other shares of Common Stock beneficially owned at such time, that would result in the Investor beneficially owning (as determined in accordance with Section 13(d) of the Securities Exchange Act of 1934, as amended, and the rules promulgated thereunder) more than 4.99% of all of the issued and outstanding shares of Common Stock.
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7. Governing Law; Venue. This Agreement shall be construed and enforced in accordance with, and all questions concerning the construction, validity, interpretation and performance of this Agreement shall be governed by, the internal laws of the State of Nevada, without giving effect to any choice of law or conflict of law provision or rule (whether of the State of Nevada or any other jurisdictions) that would cause the application of the laws of any jurisdictions other than the State of Nevada. COMPANY HEREBY IRREVOCABLY WAIVES ANY RIGHT IT MAY HAVE TO, AND AGREES NOT TO REQUEST, A JURY TRIAL FOR THE ADJUDICATION OF ANY DISPUTE HEREUNDER OR IN CONNECTION WITH OR ARISING OUT OF THIS AGREEMENT OR ANY TRANSACTION CONTEMPLATED HEREBY.
8. Counterparts. This Agreement may be executed in any number of counterparts with the same effect as if all signing parties had signed the same document. All counterparts shall be construed together and constitute the same instrument. The exchange of copies of this Agreement and of signature pages by facsimile transmission or other electronic transmission (including email) shall constitute effective execution and delivery of this Agreement as to the parties and may be used in lieu of the original Agreement for all purposes. Signatures of the parties transmitted by facsimile transmission or other electronic transmission (including email) shall be deemed to be their original signatures for all purposes.
9. Attorneys’ Fees. In the event of any arbitration or action at law or in equity to enforce or interpret the terms of this Agreement, the parties agree that the party who is awarded the most money shall be deemed the prevailing party for all purposes and shall therefore be entitled to an additional award of the full amount of the attorneys’ fees and expenses paid by such prevailing party in connection with the arbitration, litigation and/or dispute without reduction or apportionment based upon the individual claims or defenses giving rise to the fees and expenses. Nothing herein shall restrict or impair an arbitrator’s or a court’s power to award fees and expenses for frivolous or bad faith pleading.
10. No Reliance. Company acknowledges and agrees that neither Investor nor any of its officers, directors, members, managers, equity holders, representatives or agents has made any representations or warranties to Company or any of its agents, representatives, officers, directors, or employees except as expressly set forth in this Agreement, in making its decision to enter into the transactions contemplated by this Agreement, Company is not relying on any representation, warranty, covenant or promise of Investor or its officers, directors, members, managers, equity holders, agents or representatives other than as set forth in this Agreement.
11. Severability. If any part of this Agreement is construed to be in violation of any law, such part shall be modified to achieve the objective of the parties to the fullest extent permitted and the balance of this Agreement shall remain in full force and effect.
12. Entire Agreement. This Agreement supersedes all other prior oral or written agreements between Company, Investor, its affiliates and persons acting on its behalf with respect to the matters discussed herein, and this Agreement and the instruments referenced herein contain the entire understanding of the parties with respect to the matters covered herein and therein and, except as specifically set forth herein or therein, neither Investor nor Company makes any representation, warranty, covenant or undertaking with respect to such matters.
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13. Amendments. This Agreement may be amended, modified, or supplemented only by written agreement of the parties. No provision of this Agreement may be waived except in writing signed by the party against whom such waiver is sought to be enforced.
14. Successors and Assigns. This Agreement shall be binding upon and inure to the benefit of the parties and their respective successors and assigns. This Agreement or any of the severable rights and obligations inuring to the benefit of or to be performed by Investor hereunder may be assigned by Investor to a third party, including its financing sources, in whole or in part. Company may not assign this Agreement or any of its obligations herein without the prior written consent of Investor.
15. Conflict Between Documents. This Agreement shall not be effective or binding unless and until it is fully executed and delivered by Investor and Company. If there is any conflict between the terms of this Agreement, on the one hand, and any other document or agreement between the parties, on the other hand, the terms of this Agreement shall prevail.
16. Time of Essence. Time is of the essence with respect to each and every provision of this Agreement.
17. Further Assurances. Each party shall do and perform or cause to be done and performed, all such further acts and things, and shall execute and deliver all such other agreements, certificates, instruments and documents, as the other party may reasonably request in order to carry out the intent and accomplish the purposes of this Agreement and the consummation of the transactions contemplated hereby.
[Remainder of 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.
| COMPANY: | ||
| AMERICAN REBEL HOLDINGS, INC. | ||
| By: | /s/ Charles A. Ross, Jr. | |
| Charles A. Ross, Jr., CEO | ||
| INVESTOR: | ||
HORBERG ENTERPRISES LP | ||
| By: | /s/ H. Todd Horberg | |
| H. Todd Horberg – Authorized Signatory | ||
[Signature Page to Exchange Agreement]
Exhibit 10.3
THE EXCHANGE CONTEMPLATED HEREIN IS INTENDED TO COMPORT WITH
THE REQUIREMENTS OF SECTION 3(a)(9) OF THE SECURITIES ACT OF 1933, AS AMENDED.
EXCHANGE AGREEMENT
This Exchange Agreement (this “Agreement”) is entered into and effective as of August 24, 2026 (the “Effective Date”), by and between AGILE LENDING, LLC (“Agile,” “Lender” or “Holder”), and AMERICAN REBEL HOLDINGS, INC., a Nevada corporation (“AREB,” “Borrower” or the “Company”). Agile and Company may be referred to herein individually as a “Party” and collectively as the “Parties.”
RECITALS
WHEREAS, Borrower and Lender entered into that certain Secured Promissory Note dated December 4, 2025, as amended from time to time (the “Note”), and except as otherwise provided herein, terms defined in the Note shall have the same meaning when used herein;
WHEREAS, pursuant to the most recent amendment to the Note, Borrower agreed to a weekly payment schedule of $16,775.00 per week, beginning April 15, 2026;
WHEREAS, the Parties desire to settle a portion of the outstanding obligations under the Note through the issuance of shares of Borrower’s common stock, par value $0.001 per share (the “Common Stock”), in accordance with the terms of this Agreement;
WHEREAS, as of August 24, 2026, the Company has 30,817,562 shares of Common Stock issued and outstanding;
WHEREAS, the obligations to be settled under this Agreement consists of the remaining Note balance for a total base debt amount of $149,975.00, resulting in a total settlement amount of $149,975,00 (the “Settlement Amount”);
WHEREAS, the conversion price for the Settlement Amount is $0.1125 per share (the “Conversion Price”), which the Parties acknowledge equals seventy-five percent (75%) of the lowest traded price in the five (5) day pricing period;
WHEREAS, based on the Settlement Amount and the Conversion Price, the Company shall issue 1,333,111 shares of Common Stock to Agile, rounded down to the nearest whole share (the “Exchange Shares” or “Settlement Shares”), and the Parties agree that no fractional share or cash adjustment shall be required;
WHEREAS, the Parties acknowledge that the issuance of 1,333,111 Exchange Shares is below the 4.99% beneficial ownership limitation reflected in this Agreement and the Memorandum attached hereto as Exhibit A;
WHEREAS, the Parties agree that the Note and the obligations represented thereby constitute 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”), and that Agile is an existing security holder of the Company by virtue of Agile’s ownership of the Note;
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WHEREAS, the Note was originally issued on December 4, 2025 and has been held for more than 180 days before the Effective Date, and the Parties intend that the holding period of the Exchange Shares tack to Agile’s holding period of the Note for purposes of Rule 144 under the Securities Act, subject to the requirements and conditions of Rule 144 and applicable law;
WHEREAS, the transactions contemplated hereby are intended to be effected in compliance with, and to otherwise satisfy, the requirements of Section 3(a)(9) of the Securities Act; and
WHEREAS, other than the surrender, cancellation and settlement of the obligations described herein, no cash or other consideration of any kind whatsoever shall be paid or given by Agile to the Company in connection with this Agreement.
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, the Parties, intending to be legally bound, hereby agree as follows:
1. Recitals and Definitions. Each of the Parties acknowledges and agrees that the recitals set forth above are true and accurate, are contractual in nature, and are hereby incorporated into and made a part of this Agreement. The “Exchange” means the exchange, surrender, cancellation and settlement of the Settlement Amount in consideration for the issuance of the Exchange Shares to Agile, all on the terms set forth in this Agreement and the Debt Settlement and Equity Conversion Memorandum attached hereto as Exhibit A (the “Memorandum”). The “Settled Installments” means the remaining balance totaling $149,975.00, that will be deemed fully settled pursuant to this Agreement.
2. Issuance of Exchange Shares; Settlement Calculations. Pursuant to the terms and conditions of this Agreement, the Company shall issue the Exchange Shares, without a restrictive legend and freely-tradeable to Agile on the Effective Date, August 24, 2026 (the “Issuance Date”), and the Exchange shall occur with Agile surrendering the Settlement Amount to the Company on the Issuance Date. The Exchange Shares shall be delivered via DWAC to Agile’s designated brokerage account. The Parties agree and certify that: (a) the Company has 30,817,562 shares of Common Stock issued and outstanding as of the Effective Date; (b) the total Settlement Amount equals $149,975.00; (c) the Conversion Price equals $0.1125 per share; and (d) $149,975.00 divided by $0.1125 equals 1,333,111.11 shares, resulting in 1,333,111 Exchange Shares after rounding down to the nearest whole share. The Parties agree that issuance of 1,333,111 Exchange Shares shall fully satisfy the Settlement Amount and that no fractional share, cash payment or other adjustment shall be required for the fractional remainder. This Agreement documents a one-time and final settlement and exchange event effective as of the Effective Date and does not create a recurring or ongoing conversion obligation.
3. Effect of Settlement; Remaining Note Balance. Upon issuance of the Exchange Shares, the Settlement Amount of $149,975.00 shall be deemed fully satisfied. The Parties acknowledge that, before giving effect to this Agreement, the outstanding balance under the Note will be fully satisfied. The Settled Installments shall reduce such outstanding principal balance by $149,975.00, resulting in a remaining outstanding principal balance of $0.00 under the Note.
4. Beneficial Ownership Limitation. The Company shall not issue, and Agile shall not receive, Exchange Shares to the extent such issuance would cause Agile to beneficially own more than 4.99% of the issued and outstanding Common Stock of the Company, calculated in accordance with Section 13(d) of the Securities Exchange Act of 1934, as amended, and the rules promulgated thereunder. The Parties acknowledge that the Memorandum reflects a maximum permitted ownership threshold of 1,538,803 shares and that the issuance of 1,333,111 Exchange Shares is below such threshold. The Company represents that, assuming Agile owns no shares of the Company’s Common Stock as of the date of this Agreement, the issuance of the Exchange Shares will not result in Agile exceeding the 4.99% beneficial ownership limitation.
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5. Closing. The closing of the Exchange shall occur on the Effective Date by means of the exchange by email of PDF documents and counterpart signature pages, and shall be deemed completed as of the Effective Date upon execution and delivery of this Agreement by both Parties and delivery of issuance instructions to the Company’s transfer agent.
6. Section 3(a)(9); Holding Period, Tacking and Legal Opinion. The Parties intend that the Exchange shall qualify as an exchange exempt from registration pursuant to Section 3(a)(9) of the Securities Act. In furtherance thereof, the Company represents and agrees that: (a) the Company is the issuer of the Note and the Exchange Shares; (b) Agile is an existing security holder of the Company by virtue of its ownership of the Note; (c) the Exchange Shares are being issued exclusively in exchange for and upon the surrender, cancellation and settlement of the Settlement Amount; (d) no cash or other consideration is being paid by Agile to the Company in connection with the Exchange; (e) no commission or other remuneration has been or will be paid or given directly or indirectly for soliciting the Exchange; and (f) the Exchange is not being effected in a case under Title 11 of the United States Code. The Exchange Shares are being issued in substitution for and in exchange for the settled portion of the Note obligations, and this Agreement shall not constitute a novation or accord and satisfaction of the Note except solely to the extent of the Settlement Amount expressly described herein. For purposes of Rule 144 under the Securities Act, the holding period of the Exchange Shares shall include Agile’s holding period of the Note from December 4, 2025, subject to applicable law, and the Company agrees not to take a position contrary to this Section 7 in any document, statement, setting or situation. Subject to applicable law, delivery of customary documentation by Agile, and the reasonable determination of Company counsel or Holder’s counsel, the Company shall cooperate with Agile and the Company’s transfer agent with respect to any Rule 144 legal opinion and issuance or legend removal process for the Exchange Shares. The Company acknowledges and understands that the representations and agreements of the Company in this Section 7 are a material inducement to Agile’s decision to consummate the transactions contemplated herein. In furtherance thereof, counsel to Agile shall provide an opinion that the Exchange Shares may be resold pursuant to Rule 144 without volume or manner-of-sale restrictions which opinion shall be reasonably acceptable to counsel to the Company (“Rule 144 Opinion”). The Company will cover all costs and fees incurred by Agile) with respect to the issuance of the Exchange Shares, including, without limitation, the DWAC of common shares to the brokerage accounts designated by Agile, and any transfer agent fees associated with the transactions contemplated hereunder.
7. Company’s Representations, Warranties and Agreements. In order to induce Agile to enter into this Agreement, Company, for itself and for its affiliates, successors and assigns, hereby acknowledges, represents, warrants and agrees as follows:
(a) The Company, and each of its subsidiaries, is a corporation and/or company duly organized, validly existing and in good standing under the laws of each respective jurisdiction for which the Company and each of its subsidiaries was incorporation and/or organized, as applicable and each of them has the corporate power and authority to own, lease or operate its assets and properties and to conduct its business as now being conducted. The Company, and each of its subsidiaries, is duly licensed or qualified and in good standing (or equivalent status as applicable) in each jurisdiction in which the assets owned or leased by it or the character of its activities require it to be licensed or qualified or in good standing (or equivalent status as applicable), except where the failure to be so licensed or qualified, individually or in the aggregate, has not had and would not reasonably be expected to have a Material Adverse Effect.
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(b) The Company, and each of its subsidiaries, has the requisite corporate power and authority to enter into and perform such parties requisite obligations under this Agreement and to issue the Exchange Shares in accordance with the terms hereof. The execution, delivery and performance by the Company of this Agreement and the consummation by it of the transactions contemplated herein have been duly and validly authorized by all necessary corporate action, and no further consent or authorization of the Company, any of the Company’s Board of Directors or its stockholders is required. Once executed, this Agreement will constitute a valid and binding obligation of the Company enforceable against the Company in accordance with its terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, liquidation, conservatorship, receivership or similar laws relating to, or affecting generally the enforcement of, creditor’s rights and remedies or by other equitable principles of general application (including any limitation of equitable remedies).
(c) The authorized capital stock of the Company, inclusive of common and preferred classes, and the shares thereof issued and outstanding were as set forth in the Commission Documents as of the dates reflected therein. There are no agreements or arrangements under which the Company is obligated to register the sale of any securities under the Securities Act, except as set forth in the Commission Documents. No securities of the Company are entitled to preemptive rights and there are no outstanding debt securities and no contracts, commitments, understandings, or arrangements by which the Company is or may become bound to issue additional shares of the capital stock of the Company or options, warrants, scrip, rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities or rights convertible into or exchangeable for, any shares of capital stock of the Company other than those issued or granted in the ordinary course of business pursuant to the Company’s equity incentive and/or compensatory plans or arrangements or as disclosed in the Commission Documents. Except for customary transfer restrictions contained in agreements entered into by the Company to sell restricted securities, or with respect to equity securities issued pursuant to compensatory plans or arrangements, the Company is not a party to, and it has no knowledge of, any agreement restricting the voting or transfer of any shares of the capital stock of the Company. There are no securities or instruments containing anti-dilution or similar provisions that will be triggered by this Agreement or the consummation of the transactions described herein or therein, except as disclosed in the Commission Documents. The Company has filed with the Commission true and correct copies of the Company’s Certificate of Incorporation as in effect on the Delivery Date (the “Charter”), and the Company’s Bylaws as in effect on the Delivery Date (the “Bylaws”).
(d) The execution, delivery and performance by the Company of this Agreement and the consummation by the Company of the transactions contemplated hereby and thereby do not and shall not (i) result in a violation of any provision of the Company’s Charter or Bylaws, (ii) conflict with or constitute a material default (or an event which, with notice or lapse of time or both, would become a material default) under, or give rise to any rights of termination, amendment, acceleration or cancellation of, any agreement, mortgage, deed of trust, indenture, note, bond, license, lease agreement, instrument or obligation to which the Company or any of its subsidiaries is a party or is bound, (iii) result in a violation of any federal, state, local or foreign statute, rule, regulation, order, judgment or decree applicable to the Company or any of its subsidiaries (including federal and state securities laws and regulations and the rules and regulations of the over-the counter markets). Except as specifically contemplated by this Agreement or as may be required under any federal or applicable state securities laws and applicable rules of any over-the counter market for which the Company’s Common Stock trades, the Company is not required under any federal, state or local rule or regulation to obtain any consent, authorization or order of, or make any filing or registration with, any court or governmental agency in order for it to execute, deliver or perform any of its obligations under this Agreement, or to issue the Common Stock to Agile in accordance with the terms hereof (other than such consents, authorizations, orders, filings or registrations as have been obtained or made prior to the Delivery Date).
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(e) the Exchange Shares, when issued, will be duly authorized by all necessary corporate action and will be validly issued, fully paid and non-assessable, free and clear of all taxes, liens, claims, pledges, mortgages, restrictions, obligations, security interests and encumbrances of any kind, nature and description, subject to any restrictions imposed by applicable securities laws.
(f) Company has not received any consideration in any form whatsoever for entering into this Agreement other than the surrender, cancellation and settlement of the Settlement Amount.
(g) Company has taken no action which would give rise to any claim by any person for a brokerage commission, placement agent or finder’s fee or other similar payment by Company related to this Agreement or the Exchange.
(h) Except as disclosed in the Commission Documents, since the date of the most recent audited financial statements of the Company included or incorporated by reference in the Commission Documents, (a) there has not occurred any Material Adverse Effect, or any development that would result in a Material Adverse Effect, and (b) the Company and its Subsidiaries have conducted their respective businesses in the ordinary course of business consistent with past practice in all material respects.
(i) the issuance of the Exchange Shares does not exceed Agile’s 4.99% beneficial ownership limitation based on the issued and outstanding shares of Common Stock as of the Effective Date and the ownership representation of Agile.
(j) the Exchange accurately reflects satisfaction of the Settlement Amount and the related reduction of the principal balance of the Note described herein.
(k) the Company has timely filed (giving effect to permissible extensions in accordance with Rule 12b-25 under the Exchange Act) all filings required to be filed with or furnished to the Commission by the Company under the Securities Act or the Exchange Act, including those required to be filed with or furnished to the Commission under Section 13(a) or Section 15(d) of the Exchange Act. As of the date of this Agreement, no subsidiary of the Company is required to file or furnish any report, schedule, registration, form, statement, information or other document with the Commission. As of its filing date, each Commission Document filed with or furnished to the Commission prior to the date hereof and as of the Delivery Date complied in all material respects with the requirements of the Securities Act or the Exchange Act, as applicable, and other federal, state and local laws, rules and regulations applicable to it, and, as of its filing date (or, if amended or superseded by a filing prior to the date hereof and the Delivery Date, on the date of such amended or superseded filing). The Commission has not issued any stop order or other order suspending the effectiveness of any registration statement filed by the Company under the Securities Act or the Exchange Act.
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(l) The consolidated financial statements of the Company included or incorporated by reference in the Commission Documents, together with the related notes and schedules, present fairly, in all material respects, the consolidated financial position of the Company and its then consolidated Subsidiaries as of the dates indicated, and the consolidated results of operations, cash flows and changes in stockholders’ equity of the Company and its then consolidated Subsidiaries for the periods specified (subject, in the case of unaudited statements, to normal year-end audit adjustments which will not be material, either individually or in the aggregate) and have been prepared in compliance with the published requirements of the Securities Act and the Exchange Act, as applicable, and in conformity with generally accepted accounting principles in the United States (“GAAP”) applied on a consistent basis (except (i) for such adjustments to accounting standards and practices as are noted therein and (ii) in the case of unaudited interim statements, to the extent they may exclude footnotes or may be condensed or summary statements) during the periods involved. The summary consolidated financial data included or incorporated by reference in the Commission Documents present fairly the information shown therein and have been compiled on a basis consistent with that of the financial statements included or incorporated by reference in the Commission Documents, as of and at the dates indicated. The pro forma condensed combined financial statements and the pro forma combined financial statements and any other pro forma financial statements or data included or incorporated by reference in the Commission Documents comply with the requirements of Regulation S-X of the Securities Act, including, without limitation, Article 11 thereof, and the assumptions used in the preparation of such pro forma financial statements and data are reasonable, the pro forma adjustments used therein are appropriate to give effect to the circumstances referred to therein and the pro forma adjustments have been properly applied to the historical amounts in the compilation of those statements and data. There are no financial statements (historical or pro forma) that are required to be included or incorporated by reference in the Commission Documents that are not included or incorporated by reference as required. the Company and its Subsidiaries do not have any material liabilities or obligations, direct or contingent (including any off-balance sheet obligations or any “variable interest entities” as that term is used in Accounting Standards Codification Paragraph 810-10-25-20), not described in Commission Documents which are required to be described in the Commission Documents. All disclosures contained or incorporated by reference in the Commission Documents, if any, regarding “non-GAAP financial measures” (as such term is defined by the rules and regulations of the Commission) comply in all material respects with Regulation G of the Exchange Act and Item 10 of Regulation S-K under the Securities Act, to the extent applicable.
(m) The Company has not taken any steps, and does not currently expect to take any steps, to seek protection pursuant to Title 11 of the United States Code or any similar federal or state bankruptcy law or law for the relief of debtors, nor does the Company have any knowledge that its creditors intend to initiate involuntary bankruptcy, insolvency, reorganization or liquidation proceedings or other proceedings for relief under Title 11 of the United States Code or any other federal or state bankruptcy law or any law for the relief of debtors.
(n) There are no legal or governmental proceedings pending or, to the knowledge of the Company, threatened to which the Company is a party or to which any of the properties of the Company is subject other than proceedings that would have a Material Adverse Effect on the Company and its subsidiaries, individually or in the aggregate, and there are no statutes, regulations, contracts or other documents that are required to be described in any of the Commission Documents or to be filed as exhibits to any of the Commission Documents that are not described or filed as required.
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(o) Neither the Company nor any of its subsidiaries have received written notice that any of such entities is/are not conducting its business in compliance with all laws, rules and regulations of the jurisdictions in which the Company or any of its subsidiaries is conducting business that are applicable to the Company or any of its subsidiaries, or any of their respective businesses or properties, except where such non-compliance with such laws, rules and regulations would not result in a Material Adverse Effect.
(p) The Company confirms that neither it nor any other person acting on its behalf has provided Agile or the Collateral Agent or any of its agents, advisors or counsel with any information that constitutes or could reasonably be expected to constitute material, nonpublic information concerning the Company or any of its subsidiaries.
(q) The Common Stock is registered pursuant to Section 12(b) of the Exchange Act, and the Company has taken no action designed to, or which to its knowledge is likely to have the effect of, terminating the registration of the Common Stock under the Exchange Act, nor has the Company received any notification that the Commission is contemplating terminating such registration. The Company is not in receipt of an outstanding notice from the Trading Market to the effect that the Company is not in compliance with the listing or maintenance requirements of the Trading Market. The Common Stock is eligible for participation in the DTC book entry system and have shares on deposit at DTC for transfer electronically to third parties via DTC through the Direct Registration System (“DRS”) or Deposit/Withdrawal at Custodian (“DWAC”) delivery system. the Company has not received notice from DTC to the effect that a suspension of, or restriction on, accepting additional deposits of the Common Stock, electronic trading or book-entry services by DTC with respect to the Common Stock are being imposed or is contemplated.
(r) The Company has not relied on and is not relying on any representations, warranties or other assurances regarding Agile other than the representations and warranties expressly set forth in this Agreement.
(s) The Company warrants, represents, and agrees that in executing this Agreement, it does so with full knowledge of the Company’s rights, and that the Company has received, or has had the opportunity to receive, independent legal, tax, and business advice as to these rights. The Company 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.
8. Agile’s Representations, Warranties and Agreements. In order to induce the Company to enter into this Agreement, Agile, for itself and for its affiliates, successors and assigns, hereby acknowledges, represents, warrants and agrees as follows: (a) Agile 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 Agile hereunder; (c) Agile understands that the Exchange Shares are being offered and exchanged in reliance on specific exemptions from the registration requirements of United States federal and state securities laws and that the Company is relying in part upon the truth and accuracy of, and Agile’s compliance with, the representations, warranties, agreements, acknowledgments and understandings of Agile set forth herein in order to determine the availability of such exemptions and Agile’s eligibility to acquire the Exchange Shares; (d) Agile understands that no United States federal or state agency or any other governmental authority has passed upon or endorsed the merits, fairness or suitability of the Exchange Shares; (e) Agile is acquiring the Exchange Shares for investment purposes and has such knowledge, sophistication and experience in business and financial matters so as to be capable of evaluating the merits and risks of the prospective investment in the Exchange Shares; (f) Agile owns the settled portion of the Note obligations free and clear of any liens, claims or encumbrances and has full right and authority to surrender such obligations in exchange for the Exchange Shares; and (g) the issuance of the Exchange Shares shall not result in Agile beneficially owning more than 4.99% of the issued and outstanding Common Stock of the Company.
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9. Certain Definitions. Capitalized terms used in this Agreement shall have the meanings ascribed to such terms as set forth below:
(a) “Affiliate” means any Person that, directly or indirectly through one or more intermediaries, controls, is controlled by, or is under common control with a Person, as such terms are used in and construed under Rule 144 of the Securities Act.
(b) “Business Day” means any day other than (i) Saturday or Sunday and (ii) any other day on which commercial banks in New York, New York are authorized or required by applicable law to close.
(c) “Commission Documents” shall mean those documents filed by the Company with the Securities and Exchange Commission since the filing of the Company’s Annual Report on Form 10-K for the year ended December 31, 2024. For purposes of this Agreement, all references to a registration statement (on any form), or prospectus, or to any amendment or supplement thereto, or any other document filed by the Company pursuant to the Securities Act or the Exchange Act, shall be deemed to include the most recent copy of any such document filed with the Commission through its Electronic Data Gathering Analysis and Retrieval System, or if applicable, the Interactive Data Electronic Applications system used by the Securities and Exchange Commission (collectively, “EDGAR”).
(d) “Exchange Act” means the Securities Exchange Act of 1934, as amended, and the rules and regulations of the Commission thereunder.
(e) “Material Adverse Effect” means (i) any condition, occurrence, state of facts or event having, or insofar as reasonably can be foreseen would likely have, any material adverse effect on the legality, validity or enforceability of this Agreement or the transactions contemplated hereby, (ii) any condition, occurrence, state of facts or event having, or insofar as reasonably can be foreseen would likely have, any effect on the business, operations, properties or financial condition of the Company that is material and adverse to the Company and its Subsidiaries, taken as a whole, and/or (iii) any condition, occurrence, state of facts or event that would, or insofar as reasonably can be foreseen would likely, prohibit or otherwise materially interfere with or delay the ability of the Company to perform any of its obligations under this Agreement.
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(f) “Securities Act” shall mean the Securities Act of 1933, as amended, and the rules and regulations of the Commission thereunder.
(g) “subsidiary” shall mean any corporation or other entity of which at least a majority of the securities or other ownership interest having ordinary voting power for the election of directors or other persons performing similar functions are at the time owned directly or indirectly by the Company and/or any of its other Subsidiaries.
10. Governing Law; Venue; Waiver of Jury Trial. This Agreement shall be governed by and construed in accordance with the laws specified in the Note. To the extent the Note specifies a forum or venue for disputes, the Parties agree that such forum or venue shall apply to this Agreement. EACH PARTY HEREBY IRREVOCABLY WAIVES ANY RIGHT IT MAY HAVE TO, AND AGREES NOT TO REQUEST, A JURY TRIAL FOR THE ADJUDICATION OF ANY DISPUTE HEREUNDER OR IN CONNECTION WITH OR ARISING OUT OF THIS AGREEMENT OR ANY TRANSACTION CONTEMPLATED HEREBY.
11. 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 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 transmitted by facsimile transmission or other electronic transmission, including email, shall be deemed original signatures for all purposes.
12. Attorneys’ Fees. In the event of any arbitration or action at law or in equity to enforce or interpret the terms of this Agreement, the Parties agree that the Party who is awarded the most money shall be deemed the prevailing Party for all purposes and shall therefore be entitled to an additional award of the full amount of the attorneys’ fees and expenses paid by such prevailing Party in connection with the arbitration, litigation and/or dispute without reduction or apportionment based upon the individual claims or defenses giving rise to the fees and expenses. Nothing herein shall restrict or impair an arbitrator’s or a court’s power to award fees and expenses for frivolous or bad faith pleading.
13. No Reliance. Company acknowledges and agrees that neither Agile nor any of its officers, directors, members, managers, equity holders, representatives or agents has made any representations or warranties to Company or any of its agents, representatives, officers, directors or employees except as expressly set forth in this Agreement. In making its decision to enter into the transactions contemplated by this Agreement, Company is not relying on any representation, warranty, covenant or promise of Agile or its officers, directors, members, managers, equity holders, agents or representatives other than as expressly set forth in this Agreement.
14. 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.
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15. Entire Agreement; Survival of Note. This Agreement supplements the Note and constitutes the entire agreement of the Parties with respect to the subject matter hereof. Except as expressly amended, modified, settled or satisfied by this Agreement, the Note and all remaining obligations thereunder shall remain in full force and effect. If there is any conflict between the terms of this Agreement and the terms of the Note or any other document or agreement between the Parties, the terms of this Agreement shall prevail solely with respect to the Exchange, the Settlement Amount, the Exchange Shares and the matters expressly addressed herein.
16. Amendments; Successors and Assigns. 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. This Agreement shall be binding upon and inure to the benefit of the Parties and their respective successors and permitted assigns. Company may not assign this Agreement or any of its obligations herein without the prior written consent of Agile.
17. Time of Essence; Further Assurances. Time is of the essence with respect to each and every provision of this Agreement. 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, transfer agent instructions, corporate resolutions, legal opinion support materials 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.
18. UCC Release Upon Payoff or Conversion. Upon the full satisfaction, payment in full, or complete conversion of the remaining outstanding balance under the Note (including any amendments thereto), Agile shall immediately, and in no event later than five (5) business days thereafter, take all actions necessary to release and terminate any UCC financing statement or other security interest filing made by Agile against the Company or any of its subsidiary (including Champion Safe Co., Inc.) or their respective assets in connection with the Note, including filing a UCC-3 termination statement or equivalent documentation. Agile agrees to cooperate with the Company and provide any necessary authorizations or documents to effectuate such release. Notwithstanding anything herein to the contrary, the full satisfaction and/or complete conversion of the balance under the Note shall only be satisfied upon the delivery of unrestricted, free-trading shares to Agile’s brokerage account.
[Remainder of page intentionally left blank]
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[Signature Page to Exchange Agreement]
IN WITNESS WHEREOF, the undersigned have executed this Agreement as of the date first set forth above.
| COMPANY: | HOLDER: | |||
| AMERICAN REBEL HOLDINGS, INC. | AGILE LENDING, LLC | |||
| By: | /s/ Charles A. Ross, Jr. | By: | /s/ Aaron Greenblott | |
| Name: | Charles A. Ross, Jr. | Name: | Aaron Greenblott | |
| Title: | CEO | Title: | CEO | |
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EXHIBIT A
DEBT SETTLEMENT AND EQUITY CONVERSION MEMORANDUM
(Pursuant to Secured Promissory Note dated December 4, 2025)
This Debt Settlement and Equity Conversion Memorandum (this “Memorandum”) is entered into and effective as of August 24, 2026 by and between American Rebel Holdings, Inc., a Nevada corporation (“Borrower” or the “Company”), and Agile Lending, LLC (“Lender” or “Holder”). This Memorandum is incorporated into and made a part of the Exchange Agreement to which it is attached.
Settlement Summary
| Item | Term | |
| Effective Date / Issuance Date | August 24, 2026 | |
| Original Instrument | Secured Promissory Note dated December 4, 2025, as amended | |
| Beginning Note Balance | $149,975.00 | |
| Settled Installments | Remaining Balance of December 4, 2025 Secured Promissory Note equalling $149,975.00 | |
| Base Debt Settled | $149,975.00 | |
| Settlement Fee | N/A | |
| Total Settlement Amount | $149,975.00 | |
| Remaining Principal Balance | $0.00 | |
| Full Satisfaction of Note | All remaining obligations under the Note will be satisfied per the settlement amount of $149,975.00 |
Mutual Settlement Market Price Conversion
| Item | Term | |
| Issued and Outstanding Common Shares | 30,817,562 | |
| Five (5) Day Pricing Period | August 17, 2026 to August 23, 2026 | |
| Market Price = Lowest Traded Price | $0.15 | |
| Discount = 75% of Market Price | 75% | |
| Conversion Price | $0.1125 per share | |
| Share Calculation | $149,975.00/ $0.1125 = 1,333,111.11 shares | |
| Shares to be Issued | 1,333,111 shares of Common Stock, rounded down | |
| Approximate Percentage of Outstanding Shares | Approximately 4.32% of pre-issuance outstanding Common Stock
Approximately 4.12% of post-issuance outstanding Common Stock |
| 12 |
Beneficial Ownership Limitation
| Item | Term | |
| Beneficial Ownership Cap | 4.99% | |
| Maximum Permitted Ownership Threshold | 1,537,796 pre-issuance shares, as reflected in the Memorandum | |
| Shares Issued in the Exchange | 1,333,111 shares | |
| Compliance | The issuance is below the stated 4.99% limitation |
Effect of Mutual Settlement
Upon issuance of the 1,333,111 Mutual Settlement Shares, the $149,975.00 Settlement Amount shall be deemed fully satisfied. The $149,975.00 base debt component shall reduce the outstanding principal balance of the Note from $149,975.00 to $0.00. All remaining obligations under the Note shall be deemed fully satisfied and the Note shall be deemed fully paid.
Representations and Certification
| ● | The Company has authority to issue Mutual Settlement Shares. | |
| ● | The issuance complies with applicable securities laws and is intended to comply with Section 3(a)(9) of the Securities Act. | |
| ● | The Note was issued on December 4, 2025 and has been held for more than 180 days before the Effective Date. | |
| ● | The Parties intend that the holding period of the Settlement Shares tack to Agile’s holding period of the Note for purposes of Rule 144, subject to applicable law and the requirements of Rule 144. | |
| ● | The number of shares issued does not exceed the Holder’s 4.99% beneficial ownership limitation. | |
| ● | The Settlement Shares accurately reflect satisfaction of the Mutual Settlement Amount and the debt settlement described herein. | |
| ● | This Memorandum is executed in good faith and is intended to serve as official evidence of the settlement, exchange and conversion. |
| 13 |
Exhibit A Signature Acknowledgment
The undersigned acknowledge and certify the settlement, conversion and issuance calculations set forth in this Exhibit A.
| COMPANY: | HOLDER: | |||
| AMERICAN REBEL HOLDINGS, INC. | AGILE LENDING, LLC | |||
| By: | /s/ Charles A. Ross, Jr. | By: | /s/ Aaron Greenblott | |
| Name: | Charles A. Ross, Jr. | Name: | Aaron Greenblott | |
| Title: | CEO | Title: | CEO | |
| 14 |
Exhibit 99.1
CHAMPION SAFE ACCELERATES DEALER FULFILLMENT AND PRODUCTION MOMENTUM AT SPORTS INC AUGUST 2026 OUTDOOR SHOW
With record dealer demand, expanded manufacturing resources, and execution-focused growth initiatives underway, Champion strengthens retailer partnerships ahead of the critical fall and holiday selling season.
The Sports Inc Outdoor Show brings together leading outdoor suppliers and independently owned sporting goods retailers, creating a key marketplace for inventory planning, dealer growth, and industry collaboration.
PROVO, UT / ACCESS Newswire / August 18, 2026 / Champion Safe Company (championsafe.com), a premier manufacturer of high-security safes and vault doors, and a proud subsidiary of American Rebel Holdings, Inc. (OTCID:AREB), America’s Patriotic Brand™, concluded its participation in the 2026 Sports Inc August Outdoor Show, held August 13-15 at the Opryland Resort & Convention Center in Nashville, Tennessee.
Champion’s return to the Sports Inc buying market came at an important point in the company’s year. With the fall and holiday selling seasons approaching, independent retailers gathered in Nashville to make inventory decisions, meet directly with key suppliers, and prepare their businesses for the months ahead.
For Champion, the show provided an opportunity to do more than present products. The company met face-to-face with Sports Inc dealers to strengthen relationships, better understand their needs, and reinforce Champion’s commitment to supporting independent retailers with premium safes, American steel construction, strong product value, and improved fulfillment.
“The August Sports Inc show came at exactly the right time for Champion and our dealers,” said Tom Mihalek, CEO of Champion Safe Company. “Our dealers don’t just need great products - they need a manufacturing partner they can count on. We have strong demand for Champion safes, we are putting additional resources into production and supply, and our focus now is execution. Being in Nashville gave us valuable time to listen to our dealers, talk about the business ahead, and reinforce our commitment to helping them succeed.”
Turning Demand Into Deliveries
The Nashville market followed Champion’s recent announcement that it secured strategic growth capital to accelerate production, strengthen supplier commitments, and improve dealer fulfillment. Champion previously reported a record $3.9 million backlog of open orders, representing substantial dealer demand already in hand.
That creates a clear operational and financial priority for Champion: manufacture and ship those orders as efficiently as possible. As open orders move through production and are shipped, they convert into revenue while putting urgently needed inventory into dealer showrooms.
Champion is directing additional resources toward manufacturing throughput, materials, supplier continuity, and production scheduling as it works to reduce outstanding orders and create a more predictable fulfillment experience for its dealer network.
“Our opportunity is straightforward,” Mihalek said. “Dealers have already demonstrated that they want Champion products. Our responsibility is to build, ship, and earn their confidence with consistent execution. Every safe we move from an open order to a completed shipment supports our dealers, serves a waiting customer, and moves Champion forward.”
Independent Retailers Remain Essential to Champion
Champion’s business has long been built around independent specialty retailers that know their customers, understand their local markets, and provide the expertise required to sell, deliver, and install a premium safe correctly.
Buying groups such as Sports Inc give those independent businesses the collective strength to compete while allowing them to retain the local ownership and customer relationships that differentiate them from large national retailers.
For Champion, these retailers are more than a distribution channel. They are the face of the brand in communities across the country and an essential source of direct market feedback about customer preferences, product needs, pricing, merchandising, and service.
Champion remains committed to supporting that network through strong products, responsive sales support, dealer-focused marketing, and continued improvement in manufacturing and fulfillment.
Sports Inc: Independent Retail Strength Since 1965
Founded in Lewistown, Montana in 1965 by seven outdoor stores, Sports Inc has grown into a nationwide, member-owned sporting goods buying organization representing independently owned retailers across the industry.
The organization connects its members with more than 1,000 supplier relationships while using collective buying strength to help independent retailers remain competitive and prosperous. Sports Inc is 100% member-owned and governed by a board elected from its membership.
Its invitation-only buying markets create an environment built specifically for business between suppliers and independent retailers, making the August Outdoor Show an important opportunity for Champion to engage directly with dealers preparing for the second half of the year.
Building the Next Phase of Champion
Champion’s participation in Nashville reflects a broader focus on translating strong marketplace demand into sustainable growth.
The company is investing in manufacturing capacity, supplier relationships, operational performance, product quality, and dealer support while working through its existing order backlog. Champion believes improved execution across those areas can strengthen dealer confidence, accelerate shipments, support revenue generation, and provide a more scalable foundation for future growth.
“We know exactly where our focus needs to be,” Mihalek said. “Build great safes, take care of our dealers, communicate clearly, and get products out the door. Sports Inc members are exactly the kind of independent retailers we want growing alongside Champion, and we appreciate the opportunity to work with them directly as we head into an important fall selling season.”
Sports Inc dealers interested in Champion Safe products can contact the Champion sales team at (801) 377-7199.
Consumers can locate their nearest authorized Champion Safe dealer at:
https://www.championsafe.com/dealer-directory
About Champion Safe Company
Champion Safe Co. has been manufacturing high-quality safes and vault doors for over 25 years, delivering serious security and fire protection for homeowners and businesses.
Champion Safes feature:
| ● | 100% American-made, high-strength steel | |
| ● | Full-length double steel door construction | |
| ● | Industry-leading fire and theft protection | |
| ● | Lifetime Warranty |
Real-world events continue to demonstrate the importance of proven protection:
Watch a recent burglary attempt where intruders attacked a Champion Safe for hours without gaining access: youtube.com/watch?v=KgK8_VJGgmo.
Watch a catastrophic house fire recovery where a Champion Safe preserved irreplaceable valuables after the home was destroyed: youtube.com/watch?v=B2j8gtHC-fk.
Learn more at championsafe.com.
About American Rebel Holdings, Inc. (OTCID:AREB)
American Rebel Holdings, Inc. (OTCID:AREB) is a diversified patriotic lifestyle company founded by CEO Andy Ross. The Company began with branded safes and personal security products and has expanded into beverages, apparel, and accessories. With the introduction and growth of American Rebel Light Beer, the Company continues to execute its distribution-first strategy while building American Rebel as America’s Patriotic Brand.
For more information, visit americanrebelbeer.com and americanrebel.com.
Watch the American Rebel Story as told by our CEO Andy Ross.
Contact Information
Locate a Champion Safe Dealer: https://www.championsafe.com/dealer-directory
Become a Champion Safe Dealer: https://www.championsafe.com/become-a-dealer
Investor Relations:
info@americanrebel.com
ir@americanrebel.com
Forward-Looking Statements
This press release contains forward-looking statements within the meaning of the federal securities laws. Forward-looking statements generally may be identified by the use of words such as “believe,” “expect,” “anticipate,” “intend,” “plan,” “may,” “will,” “should,” “continue,” “estimate,” “project,” “potential,” “target,” “opportunity,” “focus,” “position,” “seek,” “strategy,” and similar expressions. Forward-looking statements are based on current expectations, estimates, assumptions, and projections of management and involve known and unknown risks, uncertainties, and other factors that may cause actual results, performance, or achievements to differ materially from those expressed or implied by such statements.
Forward-looking statements in this press release include, but are not limited to, statements regarding Champion Safe Company’s manufacturing capacity and throughput; production expansion initiatives; deployment and anticipated benefits of recently secured growth capital; supplier relationships and supply continuity; inventory availability; fulfillment performance; shipment volumes; dealer service levels; reduction of order backlog; conversion of open orders into shipments, recognized revenue, cash flow, and earnings; operational efficiencies; production scheduling improvements; customer demand; dealer demand; retailer engagement; dealer confidence; dealer growth; participation in and benefits derived from industry trade shows and buying group events, including the Sports Inc August Outdoor Show; expansion of dealer relationships; effectiveness of dealer support, sales, marketing, merchandising, and promotional programs; consumer acceptance of Champion products; product quality and performance; market penetration; competitive positioning; market opportunities in the outdoor, hunting, shooting sports, and home security categories; seasonal demand trends; opportunities associated with the fall and holiday selling seasons; revenue growth; margin improvement; profitability; financial performance; scalability of operations; long-term business strategy; and Champion Safe’s ability to execute its business plan and achieve sustainable growth.
Forward-looking statements also include statements concerning expectations regarding the strength and durability of the Champion Safe brand; the Company’s ability to maintain and expand relationships with independent retailers, distributors, buying groups, and suppliers; the attractiveness of Champion products to consumers; anticipated benefits from improvements in manufacturing execution and operational performance; the conversion of marketplace demand into completed deliveries; the Company’s ability to strengthen dealer confidence through improved fulfillment; future product demand; future orders; repeat purchases by dealers and consumers; brand awareness initiatives; and the Company’s ability to capitalize on opportunities within the outdoor recreation, sporting goods, firearm storage, and residential security markets.
There can be no assurance that anticipated manufacturing improvements, production increases, dealer demand, backlog conversion, shipment levels, revenue generation, customer purchasing activity, retailer growth initiatives, inventory availability, fulfillment performance, market acceptance, distribution opportunities, or sales growth will occur as expected, or at all. Actual results may differ materially from those expressed or implied in forward-looking statements due to a variety of factors.
These risks and uncertainties include, without limitation: manufacturing interruptions or inefficiencies; supply chain disruptions; supplier performance issues; shortages or increased costs of raw materials, steel, components, labor, or transportation; logistics challenges; freight delays; order modifications, postponements, or cancellations; dealer inventory decisions; changes in consumer preferences; shifts in demand within the outdoor, hunting, sporting goods, and home security industries; competitive pressures; pricing pressures; inflationary conditions; changes in economic conditions; higher interest rates; reduced consumer discretionary spending; labor availability; regulatory developments; litigation; cybersecurity incidents; natural disasters; geopolitical events; public health events; the availability of capital; the Company’s ability to deploy capital effectively; and the Company’s ability to successfully execute operational, manufacturing, sales, marketing, and growth initiatives.
In addition, as a subsidiary of American Rebel Holdings, Inc. (OTCID:AREB), Champion Safe’s operations and performance may be impacted by factors affecting American Rebel Holdings, Inc., including overall corporate liquidity, access to financing, capital market conditions, strategic initiatives, operating results, distribution and expansion efforts, acquisitions, integration activities, cost management initiatives, and general business conditions affecting one or more of its operating subsidiaries.
Forward-looking statements regarding future revenue, earnings, profitability, shipments, dealer growth, market opportunities, backlog conversion, consumer demand, business performance, operational improvements, and strategic execution are inherently uncertain. Investors are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date of this press release.
Additional information concerning risk factors and uncertainties that could cause actual results to differ materially from those projected is contained in American Rebel Holdings, Inc.’s filings with the U.S. Securities and Exchange Commission, including its Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K, and other filings made with the SEC from time to time.
Champion Safe Company and American Rebel Holdings, Inc. undertake no obligation to publicly update, revise, or otherwise release any revisions to forward-looking statements contained herein, whether as a result of new information, future events, changed circumstances, or otherwise, except as required by applicable law.
SOURCE: American Rebel Holdings
Exhibit 99.2
American Rebel Light Beer Releases George Washington Founding Fathers Campaign on AmericanRebelBeer.com
Wednesday, 19 August 2026 07:45 AM
Topic:
Company Update
Patriotic Video Featuring George Washington and American Rebel Holdings, Inc. (OTCID:AREB) CEO Andy Ross Now Available for Public Viewing as Part of the Company’s Growing “Historic Moments” and “Be A Rebel” Campaign
New Founding Fathers Content Expands American Rebel Light Beer’s America 250 Celebration and Invites Patriotic Americans to Stand Tall, Stand Proud and “Be A Rebel”
Campaign Video Available Now at AmericanRebelBeer.com
NASHVILLE, TN / ACCESS Newswire / August 19, 2026 / American Rebel Holdings, Inc. (OTCID:AREB), creator of American Rebel Light Beer, America’s Patriotic, God-Fearing, Constitution-Loving, National Anthem-Singing, Stand Your Ground Beer(TM), today announced that its highly anticipated George Washington Founding Fathers campaign video featuring American Rebel Founder and CEO Andy Ross is now available for viewing on the American Rebel Beer website.
American Rebel Founder and CEO Andy Ross joins George Washington in the Company’s new Founding Fathers campaign celebrating freedom, patriotism, and the American spirit.
The George Washington campaign is the latest release from American Rebel’s expanding “HISTORIC MOMENTS” and “BE A REBEL” patriotic content platform, which celebrates the leaders, visionaries, and patriots whose courage helped create and preserve the freedoms enjoyed by Americans today. The Company’s newest short-form video combines patriotic storytelling, humor, American history, and the unmistakable American Rebel spirit to create an engaging call-to-action for freedom-loving Americans nationwide.
WATCH THE AMERICAN REBEL BEER FOUNDING FATHERS CAMPAIGN
WATCH THE “BE A REBEL” GEORGE WASHINGTON CAMPAIGN NOW
View on American Rebel Beer: Watch the Campaign
View the Full Video on YouTube: George Washington Founding Fathers Campaign
Call to Action: Watch. Share. Celebrate Freedom. BE A REBEL.
The release follows American Rebel Beer’s recently announced “BE A REBEL” campaign, which encourages Americans to celebrate freedom, personal responsibility, faith, patriotism, and the values that have helped make the United States the greatest nation in the world. The campaign serves as both a tribute to America’s founding principles and a call for Americans to proudly embrace the freedoms secured through generations of sacrifice, courage, and determination.
“George Washington represents the courage, leadership, sacrifice and vision that gave birth to the greatest nation on earth,” said Andy Ross, Founder and CEO of American Rebel Holdings, Inc. “This campaign is our tribute to the American spirit and to the men who risked everything for liberty. American Rebel Light Beer was built to celebrate freedom and the Americans who proudly stand for it every day. We are thrilled to make this video available for viewing on AmericanRebelBeer.com and invite patriots everywhere to watch it, share it, and join us in saying, ‘Be A Rebel.’”
George Washington and American Rebel CEO Andy Ross appear together in the Founding Fathers campaign now streaming on AmericanRebelBeer.com
Bringing the Founding Fathers Into the American Rebel Brand Story
The George Washington campaign was developed as part of American Rebel Beer’s broader effort to connect America’s founding ideals with a modern patriotic lifestyle brand. By pairing one of the most recognized figures in American history with American Rebel Founder Andy Ross, the campaign creates a memorable and entertaining reminder that freedom requires courage, conviction, and personal responsibility.
The Company believes the George Washington video will serve as a powerful brand-building asset across digital, social media, retail, distributor, and consumer channels while reinforcing the patriotic identity that continues to distinguish American Rebel Light Beer in an increasingly crowded marketplace.
“Being a Rebel isn’t about breaking the rules,” Ross added. “It’s about having the courage to stand for something. It’s about loving your country, supporting your community, honoring our veterans and first responders, protecting freedom, and preserving the values that built America. That’s what American Rebel stands for.”
Now Available on AmericanRebelBeer.com
The George Washington Founding Fathers campaign is now available on the American Rebel Beer website, where consumers can explore the Company’s growing collection of patriotic content, product information, retail updates, and brand storytelling initiatives.
American Rebel expects to continue expanding its library of short-form and long-form patriotic video content as part of its broader effort to build consumer engagement, strengthen brand loyalty, support distributor growth, and increase awareness of American Rebel Light Beer across the United States.
The Company believes authentic, values-driven content continues to resonate with consumers seeking brands that reflect their love of country, appreciation for freedom, and belief in the American Dream.
VIEW THE CAMPAIGN ONLINE at AMERICAN REBEL BEER HOMEPAGE
American Rebel Beer invites consumers, distributors, retailers, investors, veterans, first responders, and patriotic Americans nationwide to view and share the George Washington campaign.
CALL TO ACTION ITEMS
Watch on the official website: Visit American Rebel Beer
Watch on YouTube: George Washington Founding Fathers Campaign
Share the video with friends and family.
Post the campaign across social media.
Follow American Rebel Beer online.
Ask local retailers for American Rebel Light Beer.
Visit AmericanRebelBeer.com for future campaign releases.
Join the growing movement to “BE A REBEL.”
Continuing the American Rebel Beer Momentum of “Historic Moments” and “Be A Rebel”
The George Washington release builds upon the momentum generated by American Rebel’s recently launched “HISTORIC MOMENTS” and “BE A REBEL” campaign, which introduced a patriotic multimedia initiative celebrating America’s heritage and encouraging Americans to proudly embrace the freedoms secured by the nation’s founders.
As America continues its historic 250-year celebration era, American Rebel Beer intends to spotlight additional American icons, patriots, and defining moments that embody the values of courage, freedom, independence, faith, perseverance, and opportunity.
The Company believes these campaigns reinforce the growing connection between American Rebel Light Beer and patriotic consumers who want the brands they support to reflect the principles they cherish.
About American Rebel Light Beer
American Rebel Light Beer is America’s Patriotic, God-Fearing, Constitution-Loving, National Anthem-Singing, Stand Your Ground Beer(TM). Crafted for Americans who proudly support faith, freedom, family, the Constitution, military veterans, first responders, and the values that have made the United States the greatest nation in the world, American Rebel Light Beer has rapidly emerged as a distinctive voice in the American beer market.
Founded on the belief that millions of Americans want a beer brand that unapologetically reflects their love of country and commitment to personal responsibility, American Rebel Light Beer has become more than a beverage. It is a lifestyle brand and patriotic movement that encourages consumers to Stand Tall, Stand Proud and BE A REBEL.
American Rebel Light Beer continues to expand its footprint throughout the United States through a growing network of premier beer distributors, retail partners, restaurants, entertainment venues, patriotic festivals, music events, and consumer gatherings. Through its “BE A REBEL” and “HISTORIC MOMENTS” campaigns, American Rebel Light Beer celebrates America’s heritage while honoring the enduring principles of freedom, independence, courage, self-reliance, and opportunity that define the American spirit.
For more information, visit American Rebel Beer.
American Rebel Beverages | American Rebel Light Beer Distribution & Account Inquiries:
Todd Porter, President, American Rebel Beverages
tporter@americanrebelbeer.com
About American Rebel Holdings, Inc.
American Rebel Holdings, Inc. (OTCID:AREB) is America’s Patriotic Brand(TM). Through its growing portfolio of consumer brands, products, and patriotic lifestyle initiatives, American Rebel is dedicated to celebrating and defending the ideals of freedom, faith, family, personal responsibility, and American pride.
The Company’s flagship brand, American Rebel Light Beer, has quickly gained recognition among patriotic consumers seeking products that align with their values and lifestyle. American Rebel also owns Champion Safe Company, one of North America’s premier manufacturers of high-quality home, gun, and commercial safes and vault doors built with 100% American steel and exceptional North American craftsmanship.
Led by Founder and CEO Andy Ross, American Rebel continues building a powerful portfolio of patriotic brands through media, entertainment, music, digital content, national advertising campaigns, strategic partnerships, and innovative consumer products that strengthen brand awareness and consumer engagement nationwide.
Through compelling storytelling, authentic patriotism, and products that celebrate the American way of life, the Company seeks to unite Americans who cherish freedom, support military veterans and first responders, respect the Constitution, and proudly celebrate the values upon which the nation was founded.
For more information, visit American Rebel Holdings and American Rebel Beer.
WATCH THE AMERICAN REBEL LIGHT BEER GEORGE WASHINGTON FOUNDING FATHERS CAMPAIGN
FREEDOM NEVER GOES OUT OF STYLE.
Watch the Campaign: American Rebel Beer
View the Video: George Washington Founding Fathers Campaign
Final Call to Action: Stand Tall. Stand Proud. Support American Values. BE A REBEL.
Forward-Looking Statements
This press release contains forward-looking statements within the meaning of the federal securities laws. These forward-looking statements include statements concerning American Rebel Holdings, Inc.’s business strategy, future operations, growth plans, market opportunities, brand development initiatives, advertising and marketing campaigns, anticipated consumer engagement, website traffic, distributor and retailer support, future content releases, sales growth opportunities, market expansion efforts, and the expected impact of the Company’s Founding Fathers campaign, “HISTORIC MOMENTS” series, and “BE A REBEL” brand initiatives.
Forward-looking statements are often identified by words such as “believes,” “expects,” “anticipates,” “intends,” “plans,” “may,” “will,” “should,” “could,” “would,” “projects,” “estimates,” “forecasts,” “continues,” “opportunity,” “target,” and similar expressions. These statements are based on current expectations, estimates, forecasts, and projections about the Company’s business and the industries in which it operates, as well as management’s beliefs and assumptions, and are not guarantees of future performance.
Actual results may differ materially from those expressed or implied by forward-looking statements due to a variety of risks and uncertainties, including, but not limited to, the Company’s ability to successfully execute its marketing and advertising strategies; consumer response to the Company’s products and brand messaging; the effectiveness of digital and social media campaigns; distributor and retailer acceptance; competitive pressures within the beer, beverage, consumer products, and lifestyle branding industries; changes in consumer preferences; supply chain disruptions; production and logistics challenges; regulatory developments; general economic conditions; availability of capital; and other risks and uncertainties described from time to time in the Company’s filings with the Securities and Exchange Commission.
Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date of this release. The Company undertakes no obligation to update or revise any forward-looking statements, whether as a result of new information, future events, or otherwise, except as required by law.
Media Contact
American Rebel Holdings, Inc.
Investor Relations
ir@americanrebel.com info@americanrebel.com
Campaign Website available at American Rebel Beer: American Rebel Beer
Campaign Video: Watch the George Washington Founding Fathers Campaign
Corporate Website: American Rebel Holdings
American Rebel Beverages | American Rebel Light Beer Distribution & Account Inquiries:
Todd Porter, President, American Rebel Beverages
tporter@americanrebelbeer.com
American Rebel Light Beer is intended for adults 21 years of age and older. Please enjoy responsibly.
SOURCE: American Rebel Holdings
Exhibit 99.3
American Rebel Light Beer & World Champion Matt Hagan Charge into The 2026 NHRA Brainerd Nationals this weekend on FS1 & FS2
Friday, 21 August 2026 07:50 AM
Topic:
Company Update
Ready for the Party, Ready for Victory, and Loaded with Multiple Pallets of America’s Most Patriotic Beer
National NHRA TV Coverage on FS1 & FS2 Delivers Massive Coast-to-Coast Brand Exposure for American Rebel Light Beer and the American Rebel Light Beer Nitro Funny Car
CEO Andy Ross Takes the Mainstage Friday at 8:30 PM, Bringing the Party, Raising Rebel Light Tall Boys, and Rocking with Fans All Weekend Long
NASHVILLE, TN AND BRAINERD, MN / ACCESS Newswire / August 21, 2026 / American Rebel Holdings, Inc. (OTCID:AREB), maker of American Rebel Light Beer, America’s Patriotic, God-Fearing, Constitution-Loving, National Anthem-Singing, Stand-Your-Ground Beer, is charging into the NHRA Brainerd Nationals this weekend with a full-throttle brand activation across Brainerd International Raceway and the world-famous Zoo with four-time world champion Matt Hagan and the American Rebel Light Beer Dodge//SRT Hellcat.
American Rebel Light Beer Returns for Full Weekend Activation at NHRA Brainerd Nationals
American Rebel Light Beer isn’t just showing up to Brainerd. We’re ready for the most famous party in the NHRA. From the pits to the Zoo, from the mainstage to victory lane, American Rebel Beer is ready for a historic weekend. Fans will see it, hear it, drink it, and celebrate it all weekend long.
As part of its Brainerd race week activation, American Rebel Light Beer will have a visible presence throughout Brainerd International Raceway, including engagement opportunities in and around The Zoo campground, home to the legendary Judge’s Bar, one of the most recognized fan gathering spots during NHRA Nationals weekend. The activation is designed to connect the American Rebel brand with patriotic race fans that love motorsports, love the USA, and love a great-tasting beer. American Rebel Light Beer will be available throughout the property, from the track and concession areas to the campground’s vibrant social scene.
Anchoring the on-track action, four-time NHRA Funny Car World Champion Matt Hagan will pilot the American Rebel Light Beer Dodge//SRT Hellcat, bringing the brand’s bold attitude and patriotic energy to one of the most iconic stops on the NHRA Mission Foods Drag Racing Series tour. Coming off a semi-final finish at the NHRA Northwest Nationals, Hagan is currently fifth in the points standings and, after a three-week break, is itching to get back in the seat of his American Rebel Funny Car.
Full TSR pre-race report: Tony Stewart Racing Preview
Matt Hagan driving the American Rebel Light Beer Dodge//SRT Hellcat: Fired Up for Brainerd
“I can’t wait to get back to see all the people at Brainerd, see what’s going on in the Zoo,” Hagan said. “There’s a lot of history at Brainerd, I’ve got a lot of history there. The fans help make it a real event, they live in the campground all weekend and have a good time: drink some American Rebel Light Beer, enjoy the races. It’s a little wild and a little crazy but memorable.”
Matt Hagan enters the NHRA Brainerd Nationals riding a wave of strong results in his American Rebel Light Beer Dodge//SRT Hellcat. Hagan sits near the top of the Funny Car points standings, backed by two national event victories in 2026-a double-up win alongside team owner Tony Stewart at the season-opening Winternationals and a victory at Johnson’s Horsepowered Garage’s home event, the Thunder Valley Nationals in Bristol, Tennessee. The strong performance earned Hagan and his team an early spot in the Countdown.
“Securing your spot in the Countdown is always great, however and whenever it comes. That’s what we do this for, to run for a championship. At the end of the day, no one remembers how many races you won, they remember who the champion is,”
Victory Lane Vision: American Rebel Wants the Win
With Matt Hagan strapped into the American Rebel Light Beer Dodge//SRT Hellcat, the team is laser-focused on delivering a Brainerd victory. A win on Sunday would put American Rebel Light Beer front-and-center on FS1 during the most-watched moment of the weekend, victory lane, amplifying the brand’s national exposure and giving fans the celebration they came for.
A Weekend of American Rebel Light Beer Fan Activation at The Zoo: The Heartbeat of Brainerd
A Flashback to “The 2025 Zoo” Before the 2026 NHRA Brainerd Nationals
As American Rebel Holdings, Inc. (OTCID: AREB) returns to Brainerd International Raceway for the 2026 NHRA Brainerd Nationals, fans can expect another weekend filled with horsepower, patriotism, and unforgettable moments. But before the nitro flames light up the Minnesota sky, American Rebel is taking a look back at one of the most entertaining off-track traditions in NHRA drag racing history: “The Zoo.”
Veteran NHRA fans know that Brainerd’s famous campground, known simply as “The Zoo,” has earned legendary status for its energetic atmosphere and larger-than-life fan experiences. In 2025, American Rebel Beer joined the fun when American Rebel CEO Andy Ross teamed up with NHRA stars Matt Hagan, Jeg Coughlin Jr., and FOX Sports personality Bruno Massel for an unforgettable visit to the iconic campground.
The result was a fan-favorite video feature that perfectly captured the spirit of Brainerd. As the NHRA on FOX crew mixed it up with race fans and American Rebel Beer enthusiasts, the group’s tongue-in-cheek motto quickly became:
“What Happens in the Zoo, Stays in the Zoo!”
The 2025 adventure showcased the unique culture that makes the Brainerd Nationals unlike any other stop on the NHRA Mission Foods Drag Racing Series schedule. Ross, Hagan, Coughlin, and Massel embraced the fun-loving atmosphere, greeted fans, shared laughs, and highlighted the camaraderie that has made Brainerd a bucket-list destination for drag racing enthusiasts across the country.
“The Zoo is one of those places every racing fan needs to experience at least once,” said Andy Ross. “The passion, energy, and enthusiasm of NHRA fans at Brainerd perfectly reflect the American Rebel spirit. Last year’s visit with Matt, Jeg, and Bruno created memories we’ll never forget.”
As American Rebel Beer returns to Brainerd in 2026, the company looks forward to reconnecting with race fans while supporting the NHRA community that continues to embody freedom, fun, and American pride.
Fans can relive the memorable 2025 Zoo experience by watching NHRA on FOX’s feature, “What Happens in the Zoo, Stays in the Zoo... Except When the NHRA on FOX Crew Teams Up with American Rebel Beer!”, available on YouTube.
Watch the video here: NHRA on FOX: What Happens in the Zoo, Stays in the Zoo!
What happens in the Zoo may stay in the Zoo... but the memories, friendships, and American Rebel spirit continue to fuel the excitement as NHRA returns to Brainerd in 2026.
For readers unfamiliar with Brainerd, The Zoo is widely regarded as one of the most unique fan experiences on the NHRA tour, an iconic campground environment that has become a tradition for generations of NHRA fans. Located within Brainerd International Raceway, The Zoo serves as the social hub of race weekend, blending racing, camping, entertainment, and fan camaraderie.
The Zoo features:
| ● | Reserved camping sites and additional camping areas throughout the property | |
| ● | A high-energy atmosphere unmatched anywhere else in NHRA | |
| ● | Fan-created gathering spots like Judge’s Bar, a legendary destination within The Zoo | |
| ● | Options ranging from the party-oriented Zoo to quieter family camping areas |
The Zoo is a major reason fans return to Brainerd annually, making the event as much a destination experience as a drag race.
American Rebel Light Beer will be everywhere fans want it:
| ● | Featured at Judge’s Bar | |
| ● | Available throughout The Zoo all weekend | |
| ● | Cold, crisp, and ready for the most patriotic crowd in drag racing |
Andy Ross Live on the Mainstage - Friday Night at 8:30 PM
American Rebel CEO Andy Ross brings his signature patriotic-country rock sound to Brainerd:
| ● | Friday, 8:30-10:30 p.m. - Andy Ross (American Rebel Beer Mainstage) |
CEO Andy Ross: Bringing the Party to Brainerd with American Rebel Light Beer
“When they hand me that microphone on Friday night, I’m bringing the party, full throttle, no governor, and 100% American Rebel,” said Andy Ross, CEO of American Rebel Holdings, Inc.
“We’re rolling into Brainerd with two full pallets of America’s Patriotic, God-Fearing, Constitution-Loving, National Anthem-Singing, Stand-Your-Ground Beer, American Rebel Light, so there’s plenty for every fan who wants to raise a Tall Boy and celebrate freedom the way it was meant to be celebrated. I’ll be raising American Rebel Light Tall Boys with the fans all weekend long, and if you look around The Zoo, you might just see me back in the bed of that patriotic truck with a Rebel Light in hand. Our beer was made for patriotic Americans who love to do American things... and what’s more American than the NHRA at Brainerd? Come see me on stage, come find me in The Zoo, and on Sunday afternoon I’m planning to be in victory lane with four-time world champion, and a true American Rebel, Matt Hagan in the American Rebel Light Nitro Funny Car celebrating a victory.”
Full Zoo Concert Lineup
| ● | Thursday ● 8:30-10:30 p.m. - Some Cover Band ● 11:00 p.m.-1:00 a.m. - Legacy of the Loud | |
| ● | Friday ● 8:30-10:30 p.m. - Andy Ross, American Rebel Beer ● 11:00 p.m.-1:00 a.m. - Rhino | |
| ● | Saturday ● 8:30-10:30 p.m. - Junk FM ● 11:00 p.m.-1:00 a.m. - Uncle Chunk |
American Rebel Light Beer Expands Minnesota Market Presence Ahead of Brainerd Nationals
American Rebel Beverages is building on its strong Minnesota momentum with a coordinated, high-visibility rollout across Brainerd International Raceway and the surrounding community.
“We’re excited to bring American Rebel Light Beer back to Brainerd and build on the strong momentum we established in the market last year,” said Todd Porter, President of American Rebel Beverages.
“Working closely with our Minnesota distribution partner, C&L, we have coordinated a comprehensive activation at Brainerd International Raceway and throughout the surrounding community for race weekend. We have targeted two pallets of American Rebel Light Beer specifically for the track and related weekend events to ensure fans can enjoy the brand where the action is happening. In addition, American Rebel Light Beer will be available at several leading retail locations throughout the Brainerd area, similar to our successful initial rollout last year. We look forward to connecting with racing fans, supporting our retail partners, and continuing to expand the American Rebel brand across Minnesota.”
Why NHRA Brainerd Matters to American Rebel Light Beer
Brainerd isn’t just another NHRA stop. It’s one of the most electric, fan-driven, high-energy weekends in all of motorsports. The Zoo is legendary. The crowds are massive. The atmosphere is unmatched. For American Rebel Light Beer, Brainerd is the perfect storm of patriotism, horsepower, and celebration, the exact environment the brand was built for.
American Rebel Light Beer Gains Massive National TV Visibility on FS1 & FS2 with the NHRA
The NHRA Brainerd Nationals deliver one of the strongest broadcast footprints of the summer, giving American Rebel Light Beer coast-to-coast exposure on FS1 and FS2. With Matt Hagan and the American Rebel Nitro Funny Car featured prominently throughout qualifying and eliminations coverage, millions of viewers nationwide will see the brand in action.
FS1 & FS2 Coverage Extends American Rebel’s Reach Beyond Brainerd
This dual exposure, trackside activation plus national TV visibility, makes Brainerd one of the most valuable weekends of the season for American Rebel Light Beer’s brand expansion.
| ● | National Broadcasts Showcase the American Rebel Nitro Funny Car: Every qualifying hit and elimination round becomes a national branding moment, strengthening distributor confidence, retailer demand, and consumer recognition. | |
| ● | FS1 Sunday Eliminations Deliver Peak Audience Impact: Sunday’s FS1 broadcast provides the highest viewership window of the weekend, a prime opportunity for American Rebel Light Beer to shine on national television. |
Television + The Zoo = The Ultimate American Rebel Weekend
Fans at the track drink it. Fans at home see it. American Rebel Light Beer dominates the weekend on every platform.
Full NHRA TV Schedule & Event Resources
| ● | NHRA Brainerd Nationals TV Schedule (FS1 & FS2) | |
| ● | Full NHRA Event Schedule (PDF) | |
| ● | TSR Pre-Race Report |
Why the American Rebel Light Beer x Motorsports Strategy Works
| ● | Audience alignment: NHRA fans value freedom, horsepower, authenticity-the same attributes we print on every American Rebel Light can. | |
| ● | High-impact visibility: Round-by-round national TV plus selective at-track experiences keep the brand top-of-mind before, during, and after race day-and now again via FOX Sports replays. | |
| ● | Conversion engine: On-site engagement + retail tie-ins + social amplification move fans from the grandstands to the cold box-from first sip to repeat buyer. |
American Rebel Light Beer: Built for Fans Who Stand for Something
Fans are encouraged to grab an American Rebel Light Tall Boy, head to The Zoo, hit the mainstage Friday night, and cheer on Matt Hagan as he drives the American Rebel Light Beer Dodge//SRT Hellcat toward a Brainerd victory. This is the weekend to celebrate freedom, horsepower, and America’s most patriotic beer.
American Rebel Light Beer will be available at:
| ● | Judge’s Bar in The Zoo | |
| ● | Concession stands throughout Brainerd International Raceway | |
| ● | Fan zones and activation areas all weekend long | |
| ● | Retail locations across Brainerd and the surrounding community |
About American Rebel Light Beer
American Rebel Light Beer is a crisp, refreshing, all-natural, better-for-you premium light lager created for consumers who celebrate freedom, country music, motorsports, tailgates, backyard barbecues, patriotic festivals, and the American way of life. The brand is built around its signature statement: American Rebel Light Beer - America’s Patriotic, GOD FEARING, CONSTITUTION LOVING, NATIONAL ANTHEM SINGING, STAND YOUR GROUND BEER™. Brewed and co-packed by City Brewing, one of North America’s premier contract brewing partners, and facilitated through AlcSource, a leading beverage alcohol facilitator, American Rebel Light Beer brings the Company’s patriotic lifestyle brand into the beverage category with a fully scalable supply chain designed to support high-frequency social occasions and community-driven celebrations. The brand is built for the moments when Americans come together: Fourth of July celebrations, concerts, race weekends, sporting events, tailgates, military appreciation events, and patriotic gatherings across the country. As America celebrates its 250th birthday in 2026, American Rebel Light Beer is proud to be the beer patriotic Americans raise in honor of freedom. American Rebel Light Beer. It tastes like Freedom.
PUT A CAN IN YOUR HAND: A Better-For-You Premium Light Lager Built to Win
American Rebel Light Beer is brewed for beer drinkers who want a crisp, clean, easy-drinking domestic light lager with a “better for you” profile, aligned with a brand that proudly champions American patriotism. It’s the only BEER we’re DRINKIN’ ROUND HERE.
American Rebel Light Beer is proudly brewed for those who stand tall, stand proud, and celebrate the American spirit. Crafted with a 100% all-malt recipe and cold, extended fermentation, it delivers crisp taste, smooth drinkability, and brilliant clarity.
Product Metrics
| ● | Calories: 110 per 12 oz | |
| ● | Carbs: 4g per 12 oz | |
| ● | ABV: 4.2% | |
| ● | Recipe: All-malt; no adjuncts, corn syrups, or rice extracts | |
| ● | Process: Cold, extended fermentation | |
| ● | Brewed By: City Brewing Company, La Crosse, Wisconsin, in partnership with the AlcSource beverage innovation team |
American Rebel Beverages | American Rebel Light Beer Distribution & Account Inquiries:
Todd Porter, President, American Rebel Beverages
tporter@americanrebelbeer.com
About American Rebel Holdings, Inc.
American Rebel Holdings, Inc. (OTCID:AREB) is America’s Patriotic Brand. The Company is a Nevada corporation with its principal executive offices in Nashville, Tennessee, and offers safes and security products, branded lifestyle merchandise, and American Rebel Light Beer. American Rebel is a diversified branded products and marketing company focused on freedom, patriotism, self-reliance, and the independent spirit. Through American Rebel Light Beer, Champion Safe, branded merchandise, live events, media appearances, and community-based activations, the Company is working to expand national brand recognition while strengthening the connection between consumer identity, product demand, and long-term shareholder value. American Rebel Beverages executes a premium brand marketer model - partnering with AlcSource as its beverage alcohol facilitator and City Brewing as its contract brewing and co-packing partner - providing the Company with a fully scalable, asset-light supply chain capable of fulfilling large regional and national chain orders as distribution coverage expands nationally. The Company believes its Champion Safe platform supports its broader mission by combining American Rebel’s brand platform with American-made safe manufacturing capabilities.
www.AmericanRebel.com | www.championsafe.com | www.americanrebelbeer.com
Forward-Looking Statements
This press release contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, Section 21E of the Securities Exchange Act of 1934, and the Private Securities Litigation Reform Act of 1995. Forward-looking statements relate to expectations, beliefs, projections, future plans, strategies, anticipated events, or trends and are not historical facts. These statements are often identified by words such as “may,” “will,” “should,” “expects,” “plans,” “anticipates,” “believes,” “estimates,” “projects,” “intends,” “potential,” “continue,” “could,” and similar expressions, or the negative of these terms.
Forward-looking statements in this press release include, without limitation, statements regarding:
| ● | The Company’s brand-expansion strategy, including national visibility, consumer engagement, and anticipated marketing impact from NHRA events, motorsports partnerships, and national broadcast exposure on FS1 and FS2. | |
| ● | The Company’s expectations regarding the performance of four-time NHRA Funny Car World Champion Matt Hagan in the American Rebel Light Beer Dodge//SRT Hellcat, including anticipated racing results, competitive momentum, and potential championship implications. | |
| ● | The Company’s expectations regarding CEO Andy Ross’s scheduled performance on Friday, August 21, 2026, and the anticipated impact of live entertainment, fan engagement, and on-site activations on brand visibility and consumer demand. | |
| ● | The Company’s expectations regarding American Rebel Light Beer availability throughout Brainerd International Raceway, including The Zoo campground, Judge’s Bar, concession areas, fan zones, and retail locations in the surrounding community. | |
| ● | Statements regarding the Company’s Minnesota market expansion, distribution strategy, and coordination with its Minnesota distribution partner, C&L. |
| ● | The Company’s expectations regarding beer supply for the weekend, including the targeted availability of two pallets of American Rebel Light Beer for Zoo activations and concession sales, which cannot be assured. | |
| ● | Statements regarding alcohol product availability, including disclosures that American Rebel Light Beer used in activation areas within The Zoo is donated, and that there is no assurance that all concession locations or targeted retailers will carry the product or maintain sufficient stock. | |
| ● | The Company’s expectations regarding impressions generated through FOX, FS1, and FS2 broadcasts, including the marketing value of participation in NHRA events and the national footprint of FOX’s broadcast reach. | |
| ● | Statements relating to the Company’s future financial performance, market expansion, product demand, and shareholder value creation. | |
| ● | Assumptions regarding consumer acceptance of American Rebel Light Beer’s patriotic brand positioning and lifestyle alignment. | |
| ● | Assumptions about the Company’s ability to maintain a fully scalable, asset-light supply chain capable of fulfilling large regional and national chain orders through AlcSource and City Brewing. |
These forward-looking statements also reflect comments made by Company representatives and racing partners, including statements such as Matt Hagan’s remarks about Brainerd’s fan culture and racing history, which reflect expectations about future racing performance, momentum, and brand exposure.
Risks, Uncertainties, and Factors That May Cause Actual Results to Differ
Forward-looking statements are subject to numerous known and unknown risks, uncertainties, and assumptions that could cause actual results to differ materially from those projected. These risks include, but are not limited to:
| ● | Marketing and Sponsorship Risks: The effectiveness of motorsports sponsorships, including NHRA events, may vary and may not produce the anticipated national exposure, consumer engagement, or sales lift. Broadcast schedules, viewership levels, and media coverage are subject to change by FOX, FS1, FS2, and NHRA. | |
| ● | Distribution and Retail Risks: The Company’s ability to expand distribution depends on retailer acceptance, distributor commitments, competitive dynamics in the beverage alcohol industry, and the Company’s ability to maintain consistent supply through third-party brewing and co-packing partners. | |
| ● | Operational and Supply Chain Risks: The Company relies on AlcSource and City Brewing for production, facilitation, and co-packing. Any disruption, delay, capacity constraint, regulatory issue, or change in partner performance could impact product availability, quality, or scalability. | |
| ● | Event-Related Risks: NHRA event schedules, attendance, weather conditions, and operational factors may affect the visibility and promotional impact of the Company’s sponsorships. Driver performance, team participation, or unforeseen racing-related events may also influence exposure. |
| ● | Alcohol Availability Risks: The Company’s ability to provide American Rebel Light Beer at The Zoo, Judge’s Bar, concession locations, and retail outlets may be affected by logistics, demand, inventory constraints, or retailer stocking decisions. There is no assurance that all concession locations or targeted retailers will carry the product or maintain sufficient stock, and the Company’s expectation of having two pallets available for the weekend cannot be assured. | |
| ● | Market Adoption and Consumer Preference Risks: Consumer acceptance of American Rebel Light Beer, including its patriotic brand positioning, may differ from expectations. Shifts in consumer preferences, competitive product launches, pricing pressure, or macroeconomic conditions may impact demand. | |
| ● | Regulatory and Compliance Risks: The beverage alcohol industry is highly regulated. Changes in federal, state, or local laws, licensing requirements, taxation, or enforcement practices could affect the Company’s operations, distribution, marketing activities, or costs. | |
| ● | Economic and Industry Risks: Broader economic conditions-including inflation, supply chain constraints, consumer spending trends, and competitive pressures-may affect the Company’s ability to achieve its strategic goals. | |
| ● | Forward-Looking Assumptions: Statements regarding national brand expansion, distributor acquisition, retail growth, and consumer engagement rely on assumptions that may prove inaccurate or incomplete. |
No Obligation to Update
American Rebel Holdings, Inc. undertakes no obligation to update or revise any forward-looking statements contained in this press release, whether as a result of new information, future events, or otherwise, except as required by law. Readers are cautioned not to place undue reliance on forward-looking statements, which speak only as of the date of this release.
Public Company Disclosure
As of August 20, 2026, American Rebel Holdings, Inc. (OTCID:AREB) has 29,715,071 shares of common stock outstanding.
General Disclosure Regarding Alcohol Products
American Rebel Light Beer is intended for adults 21 years of age and older. The Company encourages responsible consumption and compliance with all applicable laws governing the purchase, possession, and consumption of alcoholic beverages.
Third-Party Names, Trademarks, and Partnerships
References to Tony Stewart Racing, NHRA, FOX, FS1, Dodge//SRT, City Brewing, AlcSource, and other third-party organizations are for descriptive purposes only. All trademarks, logos, and brand names are the property of their respective owners. No endorsement or affiliation is implied beyond the sponsorships and partnerships expressly stated.
Investor Relations:
American Rebel Holdings, Inc.
ir@americanrebel.com
info@americanrebel.com
American Rebel Light Beer is intended for adults 21 years of age and older. Please enjoy responsibly.
SOURCE: American Rebel Holdings, Inc.
Exhibit 99.4
Matt Hagan Drives American Rebel Light Beer Funny Car to 2026 NHRA Brainerd Nationals Victory on FS1 National Broadcast and NHRA Funny Car Points Lead
Monday, 24 August 2026 11:45 PM
Topic:
Company Update
A True American Rebel Wins Again: Four-Time World Champion Matt Hagan Drives American Rebel Light Beer to Victory and the NHRA Funny Car Points Lead, Delivering Championship Momentum, National Television Exposure and Brand Visibility for American Rebel Light Beer & American Rebel Holdings (OTCID:AREB)
AMERICAN REBEL LIGHT BEER’S NHRA MOTORSPORTS PLATFORM CONTINUES TO DELIVER HIGH-OCTANE RESULTS, ACCELERATING BRAND MOMENTUM
NASHVILLE, TN AND BRAINERD, MN / ACCESS Newswire / August 24, 2026 / American Rebel Holdings, Inc. (OTC PINK:AREB), creator of American Rebel Light Beer, America’s Patriotic Beer, is celebrating another major victory as four-time NHRA Funny Car World Champion Matt Hagan powered the American Rebel Light Beer Dodge//SRT Hellcat Funny Car to the Winner’s Circle at the NHRA Brainerd Nationals.
The victory marks Hagan’s third win of the 2026 season and vaults him into the No. 1 position in the NHRA Funny Car championship standings heading into the prestigious NHRA U.S. Nationals in Indianapolis.
For American Rebel Light Beer, the win represents far more than a trophy. It highlights the continued success of the Company’s NHRA motorsports platform, which is generating national television visibility, extensive fan engagement, social media exposure and championship-caliber results through its NHRA sponsorships with Tony Stewart Racing and John Hall Racing.
WINNER’S CIRCLE RESULTS DRIVE NATIONAL EXPOSURE FOR AMERICAN REBEL LIGHT BEER
At Brainerd International Raceway, Matt Hagan put together one of his strongest performances of the season, defeating Jim Campbell, Chad Green, reigning World Champion Austin Prock and rookie Jordan Vandergriff to secure victory for the American Rebel Light Beer Funny Car team.
The win also included a significant career milestone as Hagan earned his 600th career round win, further cementing his place among the greatest Funny Car drivers in NHRA history.
Every round of competition generated valuable exposure for the American Rebel Light Beer brand as fans watched the distinctive red, white and blue American Rebel Funny Car compete at the highest level of professional drag racing.
The victory also showcased the strength of Tony Stewart Racing, the consistency of crew chief Mike Knudsen and team, and the power of the American Rebel Light Beer brand competing on one of NHRA’s biggest stages.
DON’T MISS THE WINNING RUN - CATCH THE NHRA BRAINERD NATIONALS FINALS THIS WEEK ON FS1 & FS2
Racing fans, NHRA fans and Matt Hagan fans have multiple opportunities this week to watch all the action and relive Matt Hagan’s incredible march to Victory Lane in the American Rebel Light Beer Dodge//SRT Hellcat Funny Car.
Tune In and Watch a True American Rebel Put the American Rebel Light Beer Funny Car in the Winner’s Circle
NHRA Brainerd Nationals Finals Replay Schedule
Tuesday, August 25, 2026
| ● | Finals (Re-Air) - 2:00 AM - 5:00 AM ET on FS2 | |
| ● | Finals (Re-Air) - 9:00 AM - 12:00 PM ET on FS2 |
Wednesday, August 26, 2026
| ● | Finals (Re-Air) - 12:30 AM - 3:30 AM ET on FS1 | |
| ● | Finals (Re-Air) - 9:00 AM - 12:00 PM ET on FS2 |
Check your local listings.
During the broadcasts, fans will see Matt Hagan and the American Rebel Light Beer team power through a stacked Funny Car field, earn Hagan’s historic 600th career round win, defeat reigning champion Austin Prock in the semifinals and ultimately drive to the Winner’s Circle while taking over the NHRA Funny Car championship points lead.
NATIONAL TELEVISION EXPOSURE CONTINUES TO DELIVER VALUE FOR AMERICAN REBEL HOLDINGS (OTC PINK:AREB)
The continued airing of NHRA national broadcasts on FOX Sports platforms extends the visibility of the American Rebel Light Beer brand far beyond race day.
Every replay, interview, highlight package, social media post and Victory Lane celebration continues generating impressions for American Rebel Light Beer while placing the brand in front of one of America’s most loyal and engaged fan bases.
As American Rebel Light Beer continues expanding its footprint across the country, the Company’s investment in premier motorsports properties featuring Matt Hagan, Leah Pruett, Tony Stewart Racing and John Hall Racing continues to generate meaningful brand awareness, fan engagement and national television exposure.
A TRUE AMERICAN REBEL DELIVERS UNDER PRESSURE
Matt Hagan continues to embody the values behind the American Rebel brand: hard work, determination, patriotism, resilience and an unwavering commitment to excellence.
With four NHRA Funny Car World Championships, more than 100 final-round appearances and now more than 600 career round wins, Hagan remains one of drag racing’s elite competitors and one of the most recognizable ambassadors for American Rebel Light Beer.
Following the victory, Hagan credited the entire Tony Stewart Racing organization and the partners that help make championship-caliber performances possible.
“This is very humbling because you never know what you’re going to get in Funny Car. I’m just very grateful that we have a great group of guys at TSR. We could have dialed a 3.94 or better every round and that is awfully consistent by Mike Knudsen, Phil Shuler, Alex Conaway and the whole crew. Hat’s off to them,” said Hagan.
“You can’t be doing this without the sponsors too like Andy Ross at American Rebel Light Beer, Jason Johnson at JHG and, of course, Dodge. It just takes everyone. It’s a small village that makes this happen day-to-day. Blood, sweat and tears at the end of the day makes it all worthwhile.”
“You can’t buy the championship. Tony Stewart has created that special environment, and everyone comes to work with a smile on their face. That is something I have never had in my career, and we have it at TSR now. It’s having a group that meshes well.”
For American Rebel Light Beer, Hagan’s victory represents more than a race win-it reflects the teamwork, perseverance and patriotic spirit that define both the American Rebel brand and the passionate NHRA fan community.
“Last week I said I planned to be in Victory Lane on Sunday afternoon with four-time World Champion Matt Hagan and the American Rebel Light Beer Funny Car celebrating a victory. Well, Mission Accomplished,” said Andy Ross, Chairman and CEO of American Rebel Holdings, Inc.
“Congratulations to Matt Hagan, Tony Stewart Racing, Mike Knudsen, the entire American Rebel Light Beer Funny Car team, Leah Pruett and everyone at TSR. Matt is a true American Rebel. He went out and delivered when it mattered most, earned his 600th career round win, took over the Funny Car points lead and put American Rebel Light Beer right where we wanted to be - in the Winner’s Circle.”
“Brainerd was everything we hoped it would be. We brought the party, we brought the beer, we spent the weekend with some of the greatest fans in motorsports, and on Sunday we celebrated in Victory Lane with Matt Hagan, raising a cold American Rebel Light Beer. That’s what this brand is all about - freedom, hard work, great racing, great fans and celebrating victories together.”
“The NHRA continues to be an incredible platform for American Rebel Light Beer and American Rebel Holdings. Every pass down the racetrack, every television broadcast on FS1 and FS2, every fan interaction and every Winner’s Circle celebration helps build our brand with patriotic Americans across the country.”
“To all the NHRA fans, Matt Hagan fans and American Rebel fans - make sure you tune in this week on FS1 and FS2 and watch a true American Rebel put the American Rebel Light Beer Funny Car in Victory Lane. Rebel Up!”
THE TONY STEWART RACING PARTNERSHIP CONTINUES TO PRODUCE RESULTS
Led by motorsports legend Tony Stewart, Tony Stewart Racing continues to provide American Rebel Light Beer with one of the most visible and successful sponsorship platforms in all of NHRA Drag Racing.
In addition to Hagan’s victory, Leah Pruett recorded another strong weekend performance. Pruett advanced to the semifinals and recorded a career-best speed exceeding 341 mph as she continues her pursuit of an NHRA Top Fuel championship.
Together, Hagan, Pruett and TSR continue to deliver tremendous visibility for American Rebel Light Beer.
AMERICAN REBEL’S NHRA PLATFORM FIRES ON ALL CYLINDERS
American Rebel Light Beer continues to maintain a growing presence across several NHRA categories through strategic racing partnerships.
Featured American Rebel Racing Ambassadors Include:
| ● | Four-Time NHRA Funny Car World Champion Matt Hagan | |
| ● | NHRA Top Fuel Championship Contender Leah Pruett | |
| ● | NASCAR Hall of Famer, IndyCar Champion and NHRA Team Owner Tony Stewart | |
| ● | NHRA Pro Stock Motorcycle Competitor John Hall |
From Funny Car and Top Fuel to Pro Stock Motorcycle competition, American Rebel Light Beer continues to deliver visibility, excitement and authenticity to racing fans nationwide.
MOTORSPORTS FANS AND AMERICAN REBEL LIGHT BEER ARE A WINNING COMBINATION
The NHRA audience represents one of America’s most patriotic, loyal and brand-conscious fan bases.
American Rebel Light Beer was built around the same values that define many NHRA fans - freedom, faith, family, hard work and pride in the American way of life.
Whether fans are cheering from the grandstands, tuning in on FS1 and FS2, visiting the pits or celebrating in Victory Lane, American Rebel Light Beer continues to connect with consumers through authentic motorsports experiences.
FROM THE STARTING LINE TO THE SHAREHOLDER STORY
American Rebel Holdings (OTC PINK:AREB) continues to execute its strategy by aligning its flagship beer brand with premier motorsports properties capable of generating substantial consumer engagement and national visibility.
The combination of Matt Hagan’s victories, Leah Pruett’s championship pursuit, Tony Stewart’s leadership and John Hall’s ongoing competition in NHRA Pro Stock Motorcycle continues to strengthen the American Rebel brand while expanding awareness among millions of racing fans nationwide.
As the Company continues growing distribution and increasing consumer awareness, motorsports remains a core component of the American Rebel marketing platform.
AMERICAN REBEL’S MOMENTUM CONTINUES TO BUILD
From Victory Lane at Brainerd to national television broadcasts across the FOX Sports network, American Rebel Light Beer continues to connect with passionate racing fans throughout America.
As Matt Hagan pursues another NHRA World Championship and Tony Stewart Racing advances toward championship contention in multiple classes, American Rebel Holdings continues building a powerful national lifestyle and beverage brand supported by authentic motorsports partnerships and growing consumer recognition.
LOOKING AHEAD TO INDIANAPOLIS
Momentum is building as the NHRA Mission Foods Drag Racing Series heads to Indianapolis for the Cornwell Quality Tools NHRA U.S. Nationals, the sport’s most prestigious event.
With Matt Hagan leading the Funny Car championship standings, Leah Pruett remaining a Top Fuel contender and John Hall continuing to represent the brand in Pro Stock Motorcycle competition, American Rebel Light Beer enters the biggest race of the season with momentum, confidence and expanding national visibility.
CONGRATULATIONS TO MATT HAGAN, LEAH PRUETT, TONY STEWART, JOHN HALL, THE CREWS OF TONY STEWART RACING AND JOHN HALL RACING, AND ALL THE FANS WHO CONTINUE TO SUPPORT AMERICAN REBEL LIGHT BEER.
About American Rebel Light Beer
American Rebel Light Beer is a crisp, refreshing, all-natural, better-for-you premium light lager created for consumers who celebrate freedom, country music, motorsports, tailgates, backyard barbecues, patriotic festivals, and the American way of life. The brand is built around its signature statement: American Rebel Light Beer - America’s Patriotic, GOD FEARING, CONSTITUTION LOVING, NATIONAL ANTHEM SINGING, STAND YOUR GROUND BEER™. Brewed and co-packed by City Brewing, one of North America’s premier contract brewing partners, and facilitated through AlcSource, a leading beverage alcohol facilitator, American Rebel Light Beer brings the Company’s patriotic lifestyle brand into the beverage category with a fully scalable supply chain designed to support high-frequency social occasions and community-driven celebrations. The brand is built for the moments when Americans come together: Fourth of July celebrations, concerts, race weekends, sporting events, tailgates, military appreciation events, and patriotic gatherings across the country. As America celebrates its 250th birthday in 2026, American Rebel Light Beer is proud to be the beer patriotic Americans raise in honor of freedom. American Rebel Light Beer. It tastes like Freedom.
PUT A CAN IN YOUR HAND: A Better-For-You Premium Light Lager Built to Win
American Rebel Light Beer is brewed for beer drinkers who want a crisp, clean, easy-drinking domestic light lager with a “better for you” profile, aligned with a brand that proudly champions American patriotism. It’s the only BEER we’re DRINKIN’ ROUND HERE.
American Rebel Light Beer is proudly brewed for those who stand tall, stand proud, and celebrate the American spirit. Crafted with a 100% all-malt recipe and cold, extended fermentation, it delivers crisp taste, smooth drinkability, and brilliant clarity.
Product Metrics
| ● | Calories: 110 per 12 oz | |
| ● | Carbs: 4g per 12 oz | |
| ● | ABV: 4.2% | |
| ● | Recipe: All-malt; no adjuncts, corn syrups, or rice extracts | |
| ● | Process: Cold, extended fermentation | |
| ● | Brewed By: City Brewing Company, La Crosse, Wisconsin, in partnership with the AlcSource beverage innovation team |
American Rebel Beverages | American Rebel Light Beer Distribution & Account Inquiries:
Todd Porter, President, American Rebel Beverages
tporter@americanrebelbeer.com
About American Rebel Holdings, Inc.
American Rebel Holdings, Inc. (OTC PINK:AREB) is America’s Patriotic Brand. The Company is a Nevada corporation with its principal executive offices in Nashville, Tennessee, and offers safes and security products, branded lifestyle merchandise, and American Rebel Light Beer. American Rebel is a diversified branded products and marketing company focused on freedom, patriotism, self-reliance, and the independent spirit. Through American Rebel Light Beer, Champion Safe, branded merchandise, live events, media appearances, and community-based activations, the Company is working to expand national brand recognition while strengthening the connection between consumer identity, product demand, and long-term shareholder value. American Rebel Beverages executes a premium brand marketer model - partnering with AlcSource as its beverage alcohol facilitator and City Brewing as its contract brewing and co-packing partner - providing the Company with a fully scalable, asset-light supply chain capable of fulfilling large regional and national chain orders as distribution coverage expands nationally. The Company believes its Champion Safe platform supports its broader mission by combining American Rebel’s brand platform with American-made safe manufacturing capabilities.
www.AmericanRebel.com | www.championsafe.com | www.americanrebelbeer.com
Forward-Looking Statements
This press release contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, Section 21E of the Securities Exchange Act of 1934, and the Private Securities Litigation Reform Act of 1995. Forward-looking statements relate to expectations, beliefs, projections, future plans, strategies, anticipated events, or trends and are not historical facts. These statements are often identified by words such as “may,” “will,” “should,” “expects,” “plans,” “anticipates,” “believes,” “estimates,” “projects,” “intends,” “potential,” “continue,” “could,” and similar expressions, or the negative of these terms. [Matt Hagan...ctory 2026 | Word]
Forward-looking statements in this press release include, without limitation, statements regarding:
| ● | The Company’s brand expansion strategy, including national visibility, consumer engagement, and anticipated marketing impact arising from its NHRA sponsorships, motorsports partnerships, televised race broadcasts, replay broadcasts, digital media exposure, and fan engagement initiatives. | |
| ● | The Company’s expectations regarding continued awareness, recognition, and consumer demand for American Rebel Light Beer generated through its relationships with Tony Stewart Racing, Matt Hagan, Leah Pruett, John Hall Racing, NHRA competition, and related promotional activities. |
| ● | The Company’s expectations regarding the future competitive performance of Matt Hagan, Leah Pruett, Tony Stewart Racing, John Hall Racing, and other sponsored teams and athletes, including championship pursuits, future event participation, racing results, and continued visibility for the American Rebel Light Beer brand. | |
| ● | Statements regarding the anticipated promotional value, viewership, audience reach, and marketing benefits associated with FOX, FS1, FS2, NHRA broadcasts, replay broadcasts, streaming content, social media content, and other motorsports-related media coverage. | |
| ● | The Company’s expectations regarding expansion of American Rebel Light Beer distribution, retailer participation, consumer adoption, market penetration, and future account growth in existing and new markets. | |
| ● | Statements regarding the Company’s ability to leverage sponsorships, events, entertainment activities, media appearances, hospitality programs, and consumer activations to increase brand awareness and strengthen customer engagement. | |
| ● | The Company’s expectations regarding future financial performance, shareholder value creation, revenue growth, market expansion, product demand, and long-term business objectives. | |
| ● | Assumptions regarding consumer acceptance of American Rebel Light Beer, its patriotic positioning, lifestyle branding, marketing campaigns, and related promotional activities. | |
| ● | Assumptions regarding the Company’s ability to maintain and expand its scalable supply chain and distribution network through relationships with AlcSource, City Brewing, distributors, wholesalers, retailers, and other business partners. |
These forward-looking statements also include comments made by Company representatives and racing partners regarding future racing performance, brand exposure, sponsorship benefits, fan engagement, championship opportunities, distribution growth, and market development, all of which are subject to uncertainties and risks.
Risks, Uncertainties, and Factors That May Cause Actual Results to Differ
Forward-looking statements are subject to numerous known and unknown risks, uncertainties, and assumptions that could cause actual results to differ materially from those projected. These risks include, but are not limited to:
| ● | Marketing and Sponsorship Risks: The effectiveness of motorsports sponsorships, racing partnerships, event activations, television broadcasts, replay broadcasts, and promotional campaigns may vary and may not produce anticipated brand awareness, consumer engagement, or sales results. | |
| ● | Media and Broadcast Risks: Television schedules, replay schedules, broadcast coverage, streaming availability, audience levels, and media exposure are controlled by third parties and are subject to modification, cancellation, interruption, or rescheduling. | |
| ● | Distribution and Retail Risks: The Company’s ability to expand distribution depends upon retailer acceptance, distributor relationships, competitive beverage industry conditions, product demand, and the Company’s ability to maintain sufficient supply and inventory levels. |
| ● | Operational and Supply Chain Risks: The Company relies upon third-party partners, including AlcSource and City Brewing, for beverage facilitation, brewing, packaging, and supply chain support. Disruptions, delays, capacity constraints, quality issues, or regulatory matters could impact operations. | |
| ● | Event and Racing Risks: Future NHRA events and other motorsports activities are subject to weather, scheduling changes, operational issues, competition results, team performance, injuries, and other factors beyond the Company’s control. | |
| ● | Market Adoption and Consumer Preference Risks: Consumer acceptance of American Rebel Light Beer and the Company’s patriotic branding strategy may differ from expectations due to changing consumer preferences, competition, pricing pressures, economic conditions, or other market factors. | |
| ● | Regulatory and Compliance Risks: Changes in federal, state, or local laws, regulations, licensing requirements, taxation, advertising restrictions, or enforcement actions could affect the Company’s operations and financial results. | |
| ● | Economic and Industry Risks: Inflation, supply chain challenges, economic uncertainty, consumer spending patterns, commodity costs, labor availability, and competitive industry conditions may affect the Company’s performance. | |
| ● | Forward-Looking Assumptions: Statements regarding future brand growth, distribution expansion, retail placements, sponsorship benefits, consumer engagement, and shareholder value creation are based upon assumptions that may prove inaccurate. |
No Obligation to Update
American Rebel Holdings, Inc. undertakes no obligation to update or revise any forward-looking statements contained in this press release, whether as a result of new information, future events, or otherwise, except as required by law. Readers are cautioned not to place undue reliance on forward-looking statements, which speak only as of the date of this release
Public Company Disclosure
As of August 24, 2026, American Rebel Holdings, Inc. (OTC PINK:AREB) has 30,817,562 shares of common stock outstanding.
General Disclosure Regarding Alcohol Products
American Rebel Light Beer is intended for adults 21 years of age and older. The Company encourages responsible consumption and compliance with all applicable laws governing the purchase, possession, and consumption of alcoholic beverages.
Third-Party Names, Trademarks, and Partnerships
References to Tony Stewart Racing, NHRA, FOX, FS1, Dodge//SRT, City Brewing, AlcSource, and other third-party organizations are for descriptive purposes only. All trademarks, logos, and brand names are the property of their respective owners. No endorsement or affiliation is implied beyond the sponsorships and partnerships expressly stated.
Investor Relations:
American Rebel Holdings, Inc.
ir@americanrebel.com info@americanrebel.com
American Rebel Light Beer is intended for adults 21 years of age and older. Please enjoy responsibly.
American Rebel Light Beer
America’s Patriotic Beer.
Watch the Replays. Celebrate the Win. Raise an American Rebel Light Beer to Matt Hagan and the American Rebel Funny Car Team.
SOURCE: American Rebel Holdings
Exhibit 99.5
American Rebel Light Beer Drives Major Fan Engagement, Retail Expansion and Brand Visibility During the 2026 NHRA Brainerd Nationals
Wednesday, 26 August 2026 07:16 PM
Topic:
Company Update
Comprehensive On- and Off-Track American Rebel Beer Activations Drive Fan Engagement and Retail Expansion
American Rebel Light Beer Dodge//SRT Hellcat Secures the 2026 NHRA Brainerd Nationals Win
NASHVILLE, TN AND BRAINERD, MN / ACCESS Newswire / August 26, 2026 / American Rebel Holdings, Inc. (OTCID:AREB), maker of American Rebel Light Beer - America’s Patriotic, God-Fearing, Constitution-Loving, National Anthem-Singing, Stand-Your-Ground Beer - successfully executed one of its most comprehensive and high-impact activation weekends of the year at the 2026 NHRA Brainerd Nationals, delivering powerful results across racing, entertainment, hospitality, and retail environments in the Brainerd, MN area surrounding the track.
Last week’s press release outlining planned activation activities and the update and preliminary results comes on the heels of four-time NHRA Funny Car World Champion Matt Hagan powering the American Rebel Light Beer Dodge//SRT Hellcat Funny Car to the Winner’s Circle. While Hagan’s victory provided a national spotlight, the weekend’s true impact was driven by fan engagement, consumer trial, expanded distribution, and retail execution across Brainerd and the surrounding market.
A Full-Scale Activation Weekend That Delivered for American Rebel Beer - On and Off the Track
View weekend highlights on American Rebel Beverages LinkedIn Page
Watch the Highlights - American Rebel Beer 2026 NHRA Brainerd Nationals Highlights
American Rebel Light Beer was visible and active throughout Brainerd International Raceway and the world-famous Zoo, supported by a multi-day activation strategy that combined sampling, signage, merchandising, account acquisition, venue distribution, and live entertainment.
Key highlights as reported by Todd Porter, President, American Rebel Beverages (American Rebel Light Beer):
| ● | Ensured product availability at every beer-selling location throughout the track | |
| ● | Added eight (8) new accounts surrounding the Brainerd raceway in a single day. In July 2026 it was reported that American Rebel Light Beer had sold product into 2,875 accounts nationwide. | |
| ● | Built five high-impact displays in prominent lobby locations within key retail accounts | |
| ● | Reached more than 500 consumers (estimated) through sampling activations at The Judge inside the Zoo | |
| ● | Achieved track distribution ahead of race weekend, enabling sales before racing activities commenced | |
| ● | Secured distribution in both bars located within the Zoo’s music venue | |
| ● | Sold 45 cases during the initial market execution effort | |
| ● | Secured highly visible point-of-purchase banner placements throughout the track | |
| ● | Positioned branding in high-traffic consumer areas to maximize exposure | |
| ● | Expanded market penetration in the Brainerd area through new account acquisition and immediate retail execution |
These results reflect one of American Rebel Light Beer’s strongest combined on- and off-track activation weekends to date, solidifying the brand’s deepening relationship with motorsports, NHRA fans, and the broader racing community while driving meaningful exposure, business expansion, and fan introduction for America’s Patriotic Brand.
American Rebel Light Beer along with American Rebel CEO Andy Ross Electrifies The Zoo - Strengthening Brand Identity and Fan Connection
American Rebel CEO Andy Ross delivered a high-energy Friday night performance on the Zoo’s mainstage, drawing one of the weekend’s largest crowds and amplifying brand visibility.
Ross’s presence reinforced American Rebel Light Beer’s identity as a patriotic, fan-driven lifestyle brand that shows up where America celebrates.
Retail Momentum Surges Beyond the Track for American Rebel Light Beer
American Rebel Light Beer’s presence extended well beyond Brainerd International Raceway, with new placements, displays, and sampling efforts driving consumer trial across the area.
Todd Porter, President - American Rebel Beverages: “This weekend proved what happens when execution meets opportunity.”
American Rebel Beverage President Todd Porter emphasized the team’s adaptability, hustle, and hands-on execution:
“Brainerd’s marquee race weekend gave us the perfect stage to activate American Rebel Light Beer across racing, entertainment, hospitality, and retail. Our team was active, supporting displays with sampling, establishing new retailer relationships that will fuel future growth, and personally delivered orders of Rebel Light. This weekend proved what happens when execution meets opportunity - and American Rebel Light Beer delivered.”
Andy Ross: “American Rebel and American Rebel Light Beer brought the party, the patriotism, and the beer - and Patriotic racing fans showed up.”
American Rebel CEO Andy Ross added a patriotic reflection on the weekend’s energy, fan connection, and brand momentum:
“Brainerd reminded me why we built American Rebel Light Beer in the first place - to celebrate America, freedom, and the people who live it every day. I spent the weekend drinking Rebel Lights with fans in the Zoo, rocking out on stage with a cold Tall Boy in my hand, and seeing our beer available everywhere - at the track, in the bars, and in new retail locations all around Brainerd. And to cap it off, standing in the Winner’s Circle with Matt Hagan, the American Rebel Light Beer Dodge//SRT Hellcat Funny Car, the entire TSR family, and all our sponsors, raising Rebel Lights after a hard-fought win... that’s as American as it gets. This brand is built for patriots that love a great beer, love our country and love motorsports, and Brainerd proved that these patriotic fans love American Rebel Light Beer.”
National FS1 Broadcast Extends American Rebel Brand Exposure Beyond Brainerd
Sunday’s final eliminations - featuring Matt Hagan’s American Rebel Light Beer Dodge//SRT Hellcat Funny Car - were broadcast live nationally on FS1, delivering coast-to-coast visibility for American Rebel Light Beer and American Rebel - America’s Patriotic Brand.
Multiple scheduled re-airs on FS1 and FS2 throughout the week will continue to amplify:
| ● | Brand recognition | |
| ● | Retail demand | |
| ● | Consumer awareness | |
| ● | The connection between American Rebel Light Beer and championship performance |
This extended broadcast footprint ensures that the weekend’s activation success reached millions of viewers nationwide, reinforcing the brand’s momentum well beyond the track.
American Rebel Light Beer: Built for Fans Who Stand for Something
From the pits to the Zoo, from retail shelves to Winner’s Circle celebrations, American Rebel Light Beer delivered a full-spectrum brand experience at the 2026 NHRA Brainerd Nationals - strengthening consumer awareness, expanding market presence, and proving once again that American Rebel Light Beer is built for fans who stand for something.
About American Rebel Light Beer
American Rebel Light Beer is a crisp, refreshing, all-natural, better-for-you premium light lager created for consumers who celebrate freedom, country music, motorsports, tailgates, backyard barbecues, patriotic festivals, and the American way of life. The brand is built around its signature statement: American Rebel Light Beer - America’s Patriotic, GOD FEARING, CONSTITUTION LOVING, NATIONAL ANTHEM SINGING, STAND YOUR GROUND BEER™. Brewed and co-packed by City Brewing, one of North America’s premier contract brewing partners, and facilitated through AlcSource, a leading beverage alcohol facilitator, American Rebel Light Beer brings the Company’s patriotic lifestyle brand into the beverage category with a fully scalable supply chain designed to support high-frequency social occasions and community-driven celebrations. The brand is built for the moments when Americans come together: Fourth of July celebrations, concerts, race weekends, sporting events, tailgates, military appreciation events, and patriotic gatherings across the country. As America celebrates its 250th birthday in 2026, American Rebel Light Beer is proud to be the beer patriotic Americans raise in honor of freedom. American Rebel Light Beer. It tastes like Freedom.
PUT A CAN IN YOUR HAND: A Better-For-You Premium Light Lager Built to Win
American Rebel Light Beer is brewed for beer drinkers who want a crisp, clean, easy-drinking domestic light lager with a “better for you” profile, aligned with a brand that proudly champions American patriotism. It’s the only BEER we’re DRINKIN’ ROUND HERE.
American Rebel Light Beer is proudly brewed for those who stand tall, stand proud, and celebrate the American spirit. Crafted with a 100% all-malt recipe and cold, extended fermentation, it delivers crisp taste, smooth drinkability, and brilliant clarity.
Product Metrics
| ● | Calories: 110 per 12 oz | |
| ● | Carbs: 4g per 12 oz | |
| ● | ABV: 4.2% | |
| ● | Recipe: All-malt; no adjuncts, corn syrups, or rice extracts | |
| ● | Process: Cold, extended fermentation | |
| ● | Brewed By: City Brewing Company, La Crosse, Wisconsin, in partnership with the AlcSource beverage innovation team |
American Rebel Beverages | American Rebel Light Beer Distribution & Account Inquiries:
Todd Porter, President, American Rebel Beverages
tporter@americanrebelbeer.com
About American Rebel Holdings, Inc.
American Rebel Holdings, Inc. (OTCID:AREB) is America’s Patriotic Brand. The Company is a Nevada corporation with its principal executive offices in Nashville, Tennessee, and offers safes and security products, branded lifestyle merchandise, and American Rebel Light Beer. American Rebel is a diversified branded products and marketing company focused on freedom, patriotism, self-reliance, and the independent spirit. Through American Rebel Light Beer, Champion Safe, branded merchandise, live events, media appearances, and community-based activations, the Company is working to expand national brand recognition while strengthening the connection between consumer identity, product demand, and long-term shareholder value. American Rebel Beverages executes a premium brand marketer model - partnering with AlcSource as its beverage alcohol facilitator and City Brewing as its contract brewing and co-packing partner - providing the Company with a fully scalable, asset-light supply chain capable of fulfilling large regional and national chain orders as distribution coverage expands nationally. The Company believes its Champion Safe platform supports its broader mission by combining American Rebel’s brand platform with American-made safe manufacturing capabilities.
www.AmericanRebel.com | www.championsafe.com | www.americanrebelbeer.com
FORWARD-LOOKING STATEMENTS
This press release contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, Section 21E of the Securities Exchange Act of 1934, and the Private Securities Litigation Reform Act of 1995. Forward-looking statements relate to expectations, beliefs, projections, future plans, strategies, anticipated events, or trends and are not historical facts. These statements are often identified by words such as “may,” “will,” “should,” “expects,” “plans,” “anticipates,” “believes,” “estimates,” “projects,” “intends,” “potential,” “continue,” “could,” and similar expressions, or the negative of these terms.
Forward-looking statements in this press release include, without limitation, statements regarding:
| ● | The Company’s brand-expansion strategy following the 2026 NHRA Brainerd Nationals, including anticipated marketing impact from onsite activations, retail expansion, and national broadcast exposure on FS1 and FS2. | |
| ● | The Company’s expectations regarding continued consumer engagement and retail traction resulting from activation highlights reported post-event by Todd Porter, President of American Rebel Beverages, including new account acquisition, sampling impressions, display execution, and expanded product availability. | |
| ● | The Company’s expectations regarding the performance and promotional impact of four-time NHRA Funny Car World Champion Matt Hagan in the American Rebel Light Beer Dodge//SRT Hellcat Funny Car, including anticipated racing momentum and future brand exposure. |
| ● | The Company’s expectations regarding American Rebel Light Beer availability throughout Brainerd International Raceway and surrounding retail locations, including The Zoo campground, Judge’s Bar, concession areas, fan zones, and newly added accounts in the Brainerd market. | |
| ● | Statements regarding the Company’s Minnesota market expansion, distribution strategy, and coordination with its Minnesota distribution partner, C&L, including anticipated follow-up orders and retailer re-stocking. | |
| ● | Statements regarding alcohol product availability, including disclosures that American Rebel Light Beer used in activation areas within The Zoo was donated, and that there is no assurance that all concession locations or targeted retailers will carry the product or maintain sufficient stock. | |
| ● | Statements regarding impressions generated through FOX, FS1, and FS2 broadcasts, including the marketing value of participation in NHRA events and the national footprint of FOX’s broadcast reach. | |
| ● | Statements relating to the Company’s future financial performance, market expansion, product demand, and shareholder value creation, including assumptions regarding consumer acceptance of American Rebel Light Beer’s patriotic brand positioning and lifestyle alignment. | |
| ● | Assumptions about the Company’s ability to maintain a fully scalable, asset-light supply chain capable of fulfilling large regional and national chain orders through AlcSource and City Brewing. | |
| ● | Statements reflecting post-event comments made by Company representatives and racing partners, including operational execution highlights provided by Todd Porter and brand-identity reflections made by CEO Andy Ross. |
RISKS, UNCERTAINTIES, AND FACTORS THAT MAY CAUSE ACTUAL RESULTS TO DIFFER
Forward-looking statements are subject to numerous known and unknown risks, uncertainties, and assumptions that could cause actual results to differ materially from those projected. These risks include, but are not limited to:
Marketing & Sponsorship Risks
| ● | The effectiveness of motorsports sponsorships, including NHRA events, may vary and may not produce the anticipated national exposure, consumer engagement, or sales lift. | |
| ● | Broadcast schedules, viewership levels, and media coverage are subject to change by FOX, FS1, FS2, and NHRA. |
Distribution & Retail Risks
| ● | The Company’s ability to expand distribution depends on retailer acceptance, distributor commitments, competitive dynamics in the beverage alcohol industry, and the Company’s ability to maintain consistent supply through third-party brewing and co-packing partners. | |
| ● | Post-event account additions reported by Todd Porter may not translate into recurring orders or long-term retail placement. |
Operational & Supply Chain Risks
| ● | The Company relies on AlcSource and City Brewing for production, facilitation, and co-packing. Any disruption, delay, capacity constraint, regulatory issue, or change in partner performance could impact product availability, quality, or scalability. | |
| ● | The Company’s expectation of having sufficient product for future NHRA activations cannot be assured. |
Event-Related Risks
| ● | NHRA event schedules, attendance, weather conditions, and operational factors may affect the visibility and promotional impact of the Company’s sponsorships. | |
| ● | Driver performance, team participation, or unforeseen racing-related events may also influence exposure. |
Alcohol Availability Risks
| ● | There is no assurance that all concession locations or targeted retailers will carry the product or maintain sufficient stock. | |
| ● | Product used in activation areas within The Zoo was donated; future activations may require different logistics or may not achieve similar availability. |
Market Adoption & Consumer Preference Risks
| ● | Consumer acceptance of American Rebel Light Beer, including its patriotic brand positioning, may differ from expectations. | |
| ● | Shifts in consumer preferences, competitive product launches, pricing pressure, or macroeconomic conditions may impact demand. |
Regulatory & Compliance Risks
| ● | The beverage alcohol industry is highly regulated. Changes in federal, state, or local laws, licensing requirements, taxation, or enforcement practices could affect the Company’s operations, distribution, marketing activities, or costs. |
Economic & Industry Risks
| ● | Broader economic conditions-including inflation, supply chain constraints, consumer spending trends, and competitive pressures-may affect the Company’s ability to achieve its strategic goals. |
Forward-Looking Assumptions
| ● | Statements regarding national brand expansion, distributor acquisition, retail growth, and consumer engagement rely on assumptions that may prove inaccurate or incomplete. |
NO OBLIGATION TO UPDATE
American Rebel Holdings, Inc. undertakes no obligation to update or revise any forward-looking statements contained in this press release, whether as a result of new information, future events, or otherwise, except as required by law. Readers are cautioned not to place undue reliance on forward-looking statements, which speak only as of the date of this release.
PUBLIC COMPANY DISCLOSURE
As of August 26, 2026, American Rebel Holdings, Inc. (OTCID:AREB) has 32,650,673 shares of common stock outstanding.
GENERAL DISCLOSURE REGARDING ALCOHOL PRODUCTS
American Rebel Light Beer is intended for adults 21 years of age and older. The Company encourages responsible consumption and compliance with all applicable laws governing the purchase, possession, and consumption of alcoholic beverages.
THIRD-PARTY NAMES, TRADEMARKS, AND PARTNERSHIPS
References to Tony Stewart Racing, NHRA, FOX, FS1, FS2, Dodge//SRT, City Brewing, AlcSource, and other third-party organizations are for descriptive purposes only. All trademarks, logos, and brand names are the property of their respective owners. No endorsement or affiliation is implied beyond the sponsorships and partnerships expressly stated.
Investor Relations:
American Rebel Holdings, Inc.
ir@americanrebel.com
info@americanrebel.com
American Rebel Light Beer is intended for adults 21 years of age and older. Please enjoy responsibly.
SOURCE: American Rebel Holdings, Inc.