10-K/A - AREB - Equibles

UNITED

STATES

SECURITIES

AND EXCHANGE COMMISSION

Washington,

D.C. 20549

FORM

10-K/A

(AmendmentNo. 1)

☒ ANNUAL

REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended December 31, 2024

☐ TRANSITION

REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For

the transition period from __________ to __________

Commission

file number 001-41267

AMERICAN REBEL HOLDINGS, INC.
(Exact<br> name of registrant as specified in its charter)
nevada	47-3892903
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State<br> or other jurisdiction <br><br> of incorporation or organization	(I.R.S.<br> Employer <br><br> Identification No.)
5115 Maryland Way, Suite 303 Brentwood, Tennessee	37027
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(Address<br> of principal <br><br> executive offices)	(Zip<br> Code)

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

Securities

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

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

Securities

registered pursuant to Section 12(g) of the Act: None

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☐ No ☒

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes ☐ No ☒

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☐ No ☒

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large<br> accelerated filer	☐	Accelerated<br> filer	☐
Non-accelerated<br> filer	☒	Smaller<br> reporting company	☒
		Emerging<br> growth company	☐

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

Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. ☐

If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements. ☐

Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b). ☐

Indicate by check mark whether the registrant is a shell company (as defined in rule 12b-2 of the Exchange Act). Yes ☐ No ☒

The

aggregate market value of the voting and non-voting common equity held by non-affiliates was approximately $2,015,112.39 on June 30, 2024 based on the closing price per common share of $0.349 on that date.

The

number of shares of the registrant’s common stock issued and outstanding as of April 8, 2025, was 1,026,767 shares.

Documents incorporated by reference: None

EXPLANATORY

NOTE

This Amendment No. 1 on Form 10-K/A (“Amendment No. 1”) is being filed to amend the Annual Report on Form 10-K for the fiscal year ended December 31, 2024 (“Form 10-K” or the “Original Filing”), filed by American Rebel Holdings, Inc. with the U.S. Securities and Exchange Commission on April 9, 2025. The sole purpose of this Amendment No. 1 is to attach Exhibit 97.1, which was inadvertently omitted from the Original Filing.

Except as described above, no changes have been made to the Original Filing and this Amendment No. 1 does not modify, amend or update in any way any of the financial or other information contained in the Original Filing. This Amendment No. 1 does not reflect events that may have occurred subsequent to the Original Filing Date.

Pursuant to Rule 12b-15 under the Securities Exchange Act of 1934, as amended, this Amendment No. 1 contains new certifications pursuant to Section 302 of the Sarbanes-Oxley Act of 2002, which are attached hereto. Because no financial statements have been included in this Amendment No. 1 and this Amendment No. 1 does not contain or amend any disclosure with respect to Items 307 and 308 of Regulation S-K, paragraphs 3, 4, and 5 of the certifications have been omitted. Similarly, because no financial statements have been included in this Amendment No. 1, certifications pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 have been omitted.

ITEM

EXHIBITS AND FINANCIAL STATEMENT SCHEDULES

The following documents are filed as part of this Annual Report on Form 10-K

(a)	Financial<br> Statements
	Page
---	---
Report of Independent Registered Public Accounting Firm	F-1
Financial<br> Statements For the Years Ended December 31, 2024 and December 31, 2023
Balance Sheets	F-2
Statements of Operations	F-3
Statement of Stockholders’ Equity (Deficit)	F-4
Statements of Cash Flows	F-5
Notes to the Financial Statements	F-6
(b)	Financial<br> Statement Schedules
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None.

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| --- | | | 10.45 | 1800 | --- | --- | --- | | | 10.46 | 1800 | | 10.47 | Investor | | 10.48 | Alumni | | 10.49 | Alumni | | 10.50 | Alumni | | 10.51 | 1800 | | 10.52 | 1800 | | 10.53 | Purchase | | 10.54 | $400,000 | | 10.55 | $213,715 | | 10.56 | AgileLending | | 10.57 | Alumni | | 10.58 | Silverback | | 10.59 | $617,100 | | 10.60 | $123,420 | | 10.61 | 1800 | | 10.62 | 1800 | | 10.63 | Amendment | | 10.64 | 1800 | | 10.65 | 1800 | | 10.66 | Tony | | 10.67 | 2025 | | 10.68 | Silverback | | 10.69 | OID | | 10.70 | 1800 | | 10.71 | 1800 | | 14.1 | Code | | 14.2 | Whistleblower | | 21.1 | List | | 31.1# | Certification of Chief Executive Officer pursuant to Section | | 31.2# | Certification of Interim Principal Accounting Officer pursuant | | 32.1 | Certification | | 32.2 | Certification | | 99.1 | Tony | | 99.2 | Nationwide | | 99.3 | Andy | | 99.4 | American | | 99.5 | Up | | 99.6 | Corporate | | 97.1# | Executive Compensation Recovery Policy | | 101.INS | | Inline XBRL Instance Document* | | 101.SCH | | Inline XBRL Taxonomy Extension Schema** | | 101.CAL | | Inline XBRL Taxonomy Extension Calculation Linkbase* | | 101.DEF | | Inline XBRL Taxonomy Extension Definition Linkbase* | | 101.LAB | | Inline XBRL Taxonomy Extension Labels Linkbase* | | 101.PRE | | Inline XBRL Taxonomy Extension Presentation Linkbase* | | 104 | | Cover Page Interactive Data File (embedded within the Inline XBRL document) | Diagonal Note dated October 4, 2024 (Incorporated by reference to Exhibit 10.1 to Form 8-K dated October 8, 2024) | Diagonal Securities Purchase Agreement dated October 4, 2024 (Incorporated by reference to Exhibit 10.2 to Form 8-K dated October 8, 2024) | Securities Exchange Agreement dated October 23, 2024 (Incorporated by reference to Exhibit 10.1 to Form 8-K dated October 30, 2024) | Capital Note dated October 30, 2024 (Incorporated by reference to Exhibit 10.1 to Form 8-K dated November 1, 2024) | Capital Securities Purchase Agreement dated October 30, 2024 (Incorporated by reference to Exhibit 10.2 to Form 8-K dated November 1, 2024) | Capital Warrant dated October 30, 2024 (Incorporated by reference to Exhibit 10.3 to Form 8-K dated November 1, 2024) | Diagonal Note dated November 6, 2024 (Incorporated by reference to Exhibit 10.1 to Form 8-K dated November 8, 2024) | Diagonal Securities Purchase Agreement dated November 6, 2024 (Incorporated by reference to Exhibit 10.2 to Form 8-K dated November 8, 2024) | and Exchange Agreement dated November 11, 2024 (Incorporated by reference to Exhibit 10.1 to Form 8-K dated November 13, 2024) | OID Note dated November 11, 2024 (Incorporated by reference to Exhibit 10.2 to Form 8-K dated November 13, 2024) | OID Note dated November 11, 2024 (Incorporated by reference to Exhibit 10.1 to Form 8-K dated January 6, 2025) | Subordinated Business Loan and Security Agreement (Incorporated by reference to Exhibit 10.56 to Form 10-K filed on April 9, 2025) | Capital Amendment to Securities Purchase Agreement dated December 31, 2024 (Incorporated by reference to Exhibit 10.2 to Form 8-K dated January 6, 2025) | Capital Settlement Agreement and Stipulation dated December 26, 2024 (Incorporated by reference to Exhibit 10.1 to Form 8-K dated January 13, 2025) | OID Note 1 dated January 10, 2025 (Incorporated by reference to Exhibit 10.2 to Form 8-K dated January 13, 2025) | OID Note 2 dated January 10, 2025 (Incorporated by reference to Exhibit 10.3 to Form 8-K dated January 13, 2025) | Diagonal Note dated February 10, 2025 (Incorporated by reference to Exhibit 10.1 to Form 8-K dated February 14, 2025) | Diagonal Securities Purchase Agreement dated February 10, 2025 (Incorporated by reference to Exhibit 10.2 to Form 8-K dated February 14, 2025) | to Purchase and Exchange Agreement dated February 19, 2025 (Incorporated by reference to Exhibit 10.1 to Form 8-K dated February 21, 2025) | Diagonal Note dated March 3, 2025 (Incorporated by reference to Exhibit 10.1 to Form 8-K dated March 5, 2025) | Diagonal Securities Purchase Agreement dated March 3, 2025 (Incorporated by reference to Exhibit 10.2 to Form 8-K dated March 5, 2025) | Stewart Two Primary Sponsorships Purchase Agreement dated March 26, 2027 (Incorporated by reference to Exhibit 10.66 to Form 10-K filed on April 9, 2025) | Stock Incentive Plan dated April 2, 2025 (Incorporated by reference to Exhibit 10.67 to Form 10-K filed on April 9, 2025) | Capital Second Settlement Agreement and Stipulation dated April 2, 2025 (Incorporated by reference to Exhibit 10.68 to Form 10-K filed on April 9, 2025) | Note Conversion Agreement dated April 4, 2025 (Incorporated by reference to Exhibit 10.69 to Form 10-K filed on April 9, 2025) | Diagonal Note dated April 7, 2025 (Incorporated by reference to Exhibit 10.70 to Form 10-K filed on April 9, 2025) | Diagonal Securities Purchase Agreement dated April 7, 2025 (Incorporated by reference to Exhibit 10.71 to Form 10-K filed on April 9, 2025) | of Ethics (Incorporated by reference to Exhibit 14.1 to Form S-1/A, filed February 3, 2022) | Policy (Incorporated by reference to Exhibit 14.2 to Form 10-K filed on April 12, 2024) | of Subsidiaries (Incorporated by reference to Exhibit 21.1 to Form 10-K filed on April 9, 2025) | 302 of the Sarbanes-Oxley Act of 2002 | to Section 302 of the Sarbanes-Oxley Act of 2002 | of Chief Executive Officer and Principal Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (Incorporated by reference to Exhibit 32.1 to Form 10-K filed on April 9, 2025) | of Interim Principal Accounting Officer and Principal Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (Incorporated by reference to Exhibit 32.2 to Form 10-K filed on April 9, 2025) | Stewart Sponsorship Expansion Press Release dated March 27, 2025 (Incorporated by reference to Exhibit 99.1 to Form 10-K filed on April 9, 2025) | Ad Campaign Press Release dated March 28, 2025 (Incorporated by reference to Exhibit 99.2 to Form 10-K filed on April 9, 2025) | Ross on South Florida Television Morning Shows Press Release dated April 2, 2025 (Incorporated by reference to Exhibit 99.3 to Form 10-K filed on April 9, 2025) | Rebel Story Press Release dated April 3, 2025 (Incorporated by reference to Exhibit 99.4 to Form 10-K filed on April 9, 2025) | to $11 million Private Placement Press Release dated April 4, 2025 (Incorporated by reference to Exhibit 99.5 to Form 10-K filed on April 9, 2025) | Update Press Release dated April 7, 2025 (Incorporated by reference to Exhibit 99.6 to Form 10-K filed on April 9, 2025) |

Filed herewith.

† Indicates management contract or compensatory plan or arrangement.

** Furnished herewith.

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SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

	AMERICAN REBEL HOLDINGS, INC.
	(Registrant)
Date:<br> April 30, 2025	By:	/s/ Charles A. Ross, Jr.
		Charles<br> A. Ross, Jr.
		Chief<br> Executive Officer

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Exhibit31.1

AMERICANREBEL HOLDINGS, INC.

CERTIFICATIONPURSUANT TO RULE 13a-14 OR 15d-14 OF THE SECURITIES

EXCHANGEACT OF 1934, AS AMENDED, AS ADOPTED PURSUANT TO

SECTION302 OF THE SARBANES-OXLEY ACT OF 2002

I, Charles A. Ross, Jr., certify that:

1.	I<br> have reviewed this Annual Report on Form 10-K/A of American Rebel Holdings, Inc.; and
2.	Based<br> on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary<br> to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to<br> the period covered by this report.
Dated:<br> April 30, 2025	/s/ Charles A. Ross, Jr.
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	Charles<br> A. Ross, Jr.
	Chief<br> Executive Officer
	(Principal<br> Executive Officer)

Exhibit31.2

AMERICANREBEL HOLDINGS, INC.

CERTIFICATIONPURSUANT TO RULE 13a-14 OR 15d-14 OF THE SECURITIES

EXCHANGEACT OF 1934, AS AMENDED, AS ADOPTED PURSUANT TO

SECTION302 OF THE SARBANES-OXLEY ACT OF 2002

I, Doug Grau, certify that:

1.	I<br> have reviewed this Annual Report on Form 10-K/A of American Rebel Holdings, Inc.; and
2.	Based<br> on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary<br> to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to<br> the period covered by this report.
Dated:<br> April 30, 2025	/s/ Doug Grau
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	Doug<br> Grau
	President<br> and Interim Principal Accounting Officer

Exhibit97.1

AMERICANREBEL HOLDINGS, INC.

ExecutiveCompensation Recovery Policy

This policy covers American Rebel’s Covered Officers and explains when American Rebel will be required or authorized, as applicable, to seek recovery of Incentive Compensation awarded or paid to Covered Officers. Please refer to Exhibit A attached hereto (the “Definitions Exhibit”) for the definitions of capitalized terms used throughout this Policy.

1.	Miscalculation of Financial Performance Measure Results. In the event of a Restatement, American Rebel will seek to recover, reasonably promptly,<br> all Recoverable Incentive Compensation from a Covered Officer during the Applicable Period. Such recovery, in the case of a Restatement,<br> will be made without regard to any individual knowledge or responsibility related to the Restatement or the Recoverable Incentive<br> Compensation. Notwithstanding the foregoing, if American Rebel is required to undertake a Restatement, American Rebel will not be<br> required to recover the Recoverable Incentive Compensation if the Compensation Committee determines it Impracticable to do so, after<br> exercising a normal due process review of all the relevant facts and circumstances.
	American<br> Rebel will seek to recover all Recoverable Incentive Compensation that was awarded or paid in accordance with the definition of “Recoverable<br> Incentive Compensation” set forth on the Definitions Exhibit. If such Recoverable Incentive Compensation was not awarded or<br> paid on a formulaic basis, American Rebel will seek to recover the amount that the Compensation Committee determines in good faith<br> should be recouped.
2.	Legal and Compliance Violations. Compliance with the law and American Rebel’s Standards of Business Conduct and other corporate<br> policies is a pre-condition to earning Incentive Compensation. If American Rebel in its sole discretion concludes that a Covered<br> Officer (1) committed a significant legal or compliance violation in connection with the Covered Officer’s employment, including<br> a violation of American Rebel’s corporate policies or American Rebel’s Standards of Business Conduct (each, “Misconduct”),<br> or (2) was aware of or willfully blind to Misconduct that occurred in an area over which the Covered Officer had supervisory authority,<br> American Rebel may, at the direction of the Compensation Committee, seek recovery of all or a portion of the Recoverable Incentive<br> Compensation awarded or paid to the Covered Officer for the Applicable Period in which the violation occurred. In addition, American<br> Rebel may, at the direction of the Compensation Committee, conclude that any unpaid or unvested Incentive Compensation has not been<br> earned and must be forfeited.
	In<br> the event of Misconduct, American Rebel may seek recovery of Recoverable Incentive Compensation even if the Misconduct did not result<br> in an award or payment greater than would have been awarded or paid absent the Misconduct.
	In<br> the event of Misconduct, in determining whether to seek recovery and the amount, if any, by which the payment or award should be<br> reduced, the Compensation Committee may consider—among other things— the seriousness of the Misconduct, whether the Covered<br> Officer was unjustly enriched, whether seeking the recovery would prejudice American Rebel’s interests in any way, including<br> in a proceeding or investigation, and any other factors it deems relevant to the determination.
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3.	Other Actions. The Compensation Committee may, subject to applicable law, seek recovery in the manner it chooses, including by seeking<br> reimbursement from the Covered Officer of all or part of the compensation awarded or paid, by electing to withhold unpaid compensation,<br> by set-off, or by rescinding or canceling unvested stock.
	In<br> the reasonable exercise of its business judgment under this Policy, the Compensation Committee may in its sole discretion determine<br> whether and to what extent additional action is appropriate to address the circumstances surrounding a Restatement or Misconduct<br> to minimize the likelihood of any recurrence and to impose such other discipline as it deems appropriate.
4.	No Indemnification or Reimbursement. Notwithstanding the terms of any other policy, program, agreement or arrangement, in no event<br> will American Rebel or any of its affiliates indemnify or reimburse a Covered Officer for any loss under this Policy and in no event<br> will American Rebel or any of its affiliates pay premiums on any insurance policy that would cover a Covered Officer’s potential<br> obligations with respect to Recoverable Incentive Compensation under this Policy.
5.	Administration of Policy. The Compensation Committee will have full authority to administer this Policy. Actions of the Compensation Committee<br> pursuant to this Policy will be taken by the vote of a majority of its members. The Compensation Committee will, subject to the provisions<br> of this Policy and Rule 10D-1 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and American<br> Rebel’s applicable exchange listing standards, make such determinations and interpretations and take such actions in connection<br> with this Policy as it deems necessary, appropriate or advisable. All determinations and interpretations made by the Compensation<br> Committee will be final, binding and conclusive.
6.	Other Claims and Rights. The remedies under this Policy are in addition to, and not in lieu of, any legal and equitable claims American<br> Rebel or any of its affiliates may have or any actions that may be imposed by law enforcement agencies, regulators, administrative<br> bodies, or other authorities. Further, the exercise by the Compensation Committee of any rights pursuant to this Policy will not<br> impact any other rights that American Rebel or any of its affiliates may have with respect to any Covered Officer subject to this<br> Policy.
7.	Condition to Eligibility for Incentive Compensation. All Incentive Compensation subject to this Policy will not be earned, even if already<br> paid, until the Policy ceases to apply to such Incentive Compensation and any other vesting conditions applicable to such Incentive<br> Compensation are satisfied.
8.	Amendment; Termination. The Board or the Compensation Committee may amend or terminate this Policy at any time.
9.	Effectiveness.<br> Except as otherwise determined in writing by the Compensation Committee, this Policy will apply to any Incentive Compensation that<br> (a) in the case of any Restatement, is Received by Covered Officers prior to, on or following the Effective Date, and (b) in the<br> case of Misconduct, is awarded or paid to a Covered Officer on or after the Effective Date. This Policy will survive and continue<br> notwithstanding any termination of a Covered Officer’s employment with American Rebel and its affiliates.
10.	Successors.<br> This Policy shall be binding and enforceable against all Covered Officers and their successors, beneficiaries, heirs, executors,<br> administrators, or other legal representatives.
11.	Governing Law. To the extent not preempted by U.S. federal law, this Policy will be governed by and construed in accordance with the laws<br> of the State of Nevada, without reference to principles of conflict of laws.

EXHIBITA

DEFINITIONS

“Applicable Period” means (a) in the case of any Restatement, the three completed fiscal years of American Rebel immediately preceding the earlier of (i) the date the Board, a committee of the Board, or the officer or officers of American Rebel authorized to take such action if Board action is not required, concludes (or reasonably should have concluded) that a Restatement is required or (ii) the date a regulator, court or other legally authorized entity directs American Rebel to undertake a Restatement, and (b) in the case of any Misconduct, such period as the Compensation Committee or Board determines to be appropriate in light of the scope and nature of the Misconduct. The “Applicable Period” also includes any transition period (that results from a change in American Rebel’s fiscal year) within or immediately following the three completed fiscal years identified in the preceding sentence.

“Board” means the Board of Directors of American Rebel Holdings, Inc.

“Compensation Committee” means American Rebel’s committee of independent directors responsible for executive compensation decisions, or in the absence of such a committee, a majority of the independent directors serving on the Board.

“Covered Officer” means (a) in the case of any Restatement, any person who is, or was at any time, during the Applicable Period, an Executive Officer of American Rebel, and (b) in the case of any Misconduct, any person who was an Executive Officer at the time of the Misconduct. For the avoidance of doubt, a Covered Officer may include a former Executive Officer that left American Rebel, retired, or transitioned to an employee role (including after serving as an Executive Officer in an interim capacity) during the Applicable Period.

“Effective Date” means December 1, 2023.

“Executive Officer” means American Rebel’s president, principal financial officer, principal accounting officer (or if there is no such accounting officer, the controller), any vice-president in charge of a principal business unit, division, or function (such as sales, administration, or finance), any other officer who performs a policy-making function, or any other person (including an officer of American Rebel’s parent(s) or subsidiaries) who performs similar policy-making functions for American Rebel.

“Financial Performance Measure” means a measure that is determined and presented in accordance with the accounting principles used in preparing American Rebel’s financial statements (including “non-GAAP” financial measures, such as those appearing in American Rebel’s earnings releases or Management Discussion and Analysis), and any measure that is derived wholly or in part from such measure. Stock price and total shareholder return (and any measures derived wholly or in part therefrom) shall be considered Financial Performance Measures.

“Impracticable.” The Compensation Committee may determine in good faith that recovery of Recoverable Incentive Compensation is “Impracticable” (a) in the case of any Restatement, if: (i) pursuing such recovery would violate home country law of the jurisdiction of incorporation of the Company where that law was adopted prior to November 28, 2022 and American Rebel provides an opinion of counsel to that effect acceptable to American Rebel’s listing exchange; (ii) the direct expense paid to a third party to assist in enforcing this Policy would exceed the Recoverable Incentive Compensation and American Rebel has (A) made a reasonable attempt to recover such amounts and (B) provided documentation of such attempts to recover to American Rebel’s applicable listing exchange; or (iii) recovery would likely cause an otherwise tax-qualified retirement plan, under which benefits are broadly available to employees of American Rebel, to fail to meet the requirements of the Internal Revenue Code of 1986, as amended, and (b) in the case of any Misconduct, in its sole discretion, in light of the scope and nature of the Misconduct.

“Incentive Compensation” means any compensation that is granted, earned, or vested based wholly or in part upon the attainment of a Financial Performance Measure. Incentive Compensation does not include any base salaries (except with respect to any salary increases earned wholly or in part based on the attainment of a Financial Performance Measure performance goal); bonuses paid solely at the discretion of the Compensation Committee or Board that are not paid from a “bonus pool” that is determined by satisfying a Financial Performance Measure performance goal; bonuses paid solely upon satisfying one or more subjective standards and/or completion of a specified employment period; non-equity incentive plan awards earned solely upon satisfying one or more strategic measures or operational measures; and equity awards that vest solely based on the passage of time and/or attaining one or more non-Financial Performance Measures. Notwithstanding the foregoing, in the case of any Misconduct, Incentive Compensation will include all forms of cash and equity incentive compensation, including, without limitation, cash bonuses and equity awards that are received or vest solely based on the passage of time and/or attaining one or more non-Financial Performance Measures.

“Received.” Incentive Compensation is deemed “Received” in American Rebel’s fiscal period during which the Financial Performance Measure specified in the Incentive Compensation award is attained, even if the payment or grant of the Incentive Compensation occurs after the end of that period.

“Recoverable Incentive Compensation” means (a) in the case of any Restatement, the amount of any Incentive Compensation (calculated on a pre-tax basis) Received by a Covered Officer during the Applicable Period that is in excess of the amount that otherwise would have been Received if the calculation were based on the Restatement, and (b) in the case of any Misconduct, the amount of any Incentive Compensation (calculated on a pre-tax basis) awarded or paid to a Covered Officer during the Applicable Period that the Compensation Committee determines, in its sole discretion, to be appropriate in light of the scope and nature of the Misconduct. For the avoidance of doubt, in the case of any Restatement, Recoverable Incentive Compensation does not include any Incentive Compensation Received by a person (i) before such person began service as a Covered Officer and (ii) who did not serve as a Covered Officer at any time during the performance period for that Incentive Compensation. For the avoidance of doubt, in the case of any Restatement, Recoverable Incentive Compensation may include Incentive Compensation Received by a person while serving as an employee if such person previously served as a Covered Officer and then transitioned to an employee role. For Incentive Compensation based on (or derived from) stock price or total shareholder return where the amount of Recoverable Incentive Compensation is not subject to mathematical recalculation directly from the information in the applicable Restatement, the amount will be determined by the Compensation Committee based on a reasonable estimate of the effect of the Restatement on the stock price or total shareholder return upon which the Incentive Compensation was Received (in which case, American Rebel will maintain documentation of such determination of that reasonable estimate and provide such documentation to American Rebel’s applicable listing exchange).

“Restatement” means an accounting restatement of any of American Rebel’s financial statements filed with the Securities and Exchange Commission under the Exchange Act, or the Securities Act of 1933, as amended, due to American Rebel’s material noncompliance with any financial reporting requirement under U.S. securities laws, regardless of whether American Rebel or Covered Officer misconduct was the cause for such restatement. “Restatement” includes any required accounting restatement to correct an error in previously issued financial statements that is material to the previously issued financial statements (commonly referred to as “Big R” restatements), or that would result in a material misstatement if the error were corrected in the current period or left uncorrected in the current period (commonly referred to as “little r” restatements).