American Rebel Board and Executive Leadership Convert Approximately $2.05 Million of Accrued Fees and Compensation into Equity, Further Strengthening Stockholders’ Equity and Reducing Accrued Liabilities

Rhea-AI Summary

American Rebel (NASDAQ: AREB) announced that its board, executive leadership and a former president converted approximately $2.05 million of accrued fees, compensation and other obligations into Series D Convertible Preferred Stock (stated value $7.50 per share) on or about Jan 6, 2026.

The non-cash exchanges reduce accrued liabilities, are intended to improve stockholders’ equity, preserve cash, and increase insider equity alignment. Series D shares are convertible into five common shares each, and the company reserved specific common-share amounts under its amended 2025 Stock Incentive Plan for those conversions. Final U.S. GAAP accounting treatment may affect reported equity.

Positive

• Converted ~$2.05M of accrued liabilities into equity
• Preserves cash by settling obligations non-cash
• Increases insider alignment through additional long-term equity exposure

Negative

• Series D conversion ratio of 1:5 common shares creates potential dilution
• Reserved common shares for conversions could materially increase share count if converted
• Final U.S. GAAP accounting may reduce or alter the expected stockholders’ equity improvement

Key Figures

Accrued obligations converted $2.05 million Aggregate leadership and director conversions into Series D equity

Series D stated value $7.50 per share Stated value of Series D Convertible Preferred Stock

Shares to former President 62,211 Series D shares Issued for accrued advances totaling $466,581.10

Former President obligation $466,581.10 Accrued advances converted into Series D

Shares to CEO 73,439 Series D shares Issued for accrued bonuses and other owed amounts of $550,791.96

CEO accrued amounts $550,791.96 Bonuses and other owed amounts converted to Series D

Shares to President/COO 69,381 Series D shares For accrued bonuses, other owed amounts, and board fees of $520,351.28

Conversion ratio 5 common shares per Series D share True Speed Enterprises sponsorship agreement disclosure

Market Reality Check

$0.6793 Last Close

Volume Volume 581,384 is 1.82x the 20-day average of 319,150, indicating elevated trading interest before this release. high

Technical Shares traded far below the 200-day MA of 29.86, with a pre-news price of 0.6983, reflecting a deeply downtrending longer-term profile.

Peers on Argus

AREB was down 7.95% while key peers showed mixed moves: several names like DBI, WEYS, RCKY, and FORD were up between roughly 4–8%, while VRA was modestly negative. This divergence suggests the move appeared stock-specific rather than a broad footwear/accessories sector rotation.

Historical Context

Date	Event	Sentiment	Move	Catalyst
Jan 08	Distribution partnership	Positive	-8.0%	New Indiana distributor added to support American Rebel Light Beer expansion.
Jan 06	Dealer demand update	Positive	+3.2%	West Coast Safe reported over 35% growth in Champion Safe orders.
Dec 26	Dealer recognition	Positive	-1.8%	Dealer reported 104% year‑over‑year growth in Champion Safe orders.
Dec 16	Brand event	Neutral	+6.2%	Nashville Christmas party showcasing American Rebel Light Beer and live music.
Dec 11	Dealer growth update	Positive	-1.9%	Balport Lock and Safe reported 130% year‑over‑year growth in Champion orders.

Pattern Detected

Recent history shows multiple positive operational updates often met with flat-to-negative price reactions, suggesting a pattern where upbeat news does not consistently translate into sustained gains.

Recent Company History

Over the last few months, AREB highlighted dealer growth for Champion Safe and expansion of American Rebel Light Beer distribution, with several releases citing strong double- and triple‑digit order growth. Despite these positives, price reactions were frequently muted or negative, including a -7.95% move after a new Indiana beer distribution deal. Occasional marketing events, such as the December 16, 2025 Nashville party, coincided with short bursts of strength. Against this backdrop, today’s leadership fee-to-equity conversion fits a broader effort to support stockholders’ equity and listing compliance.

Market Pulse Summary

This announcement detailed American Rebel’s board and executives converting around $2.05 million of accrued fees and compensation into Series D Convertible Preferred Stock, reducing certain accrued liabilities and increasing insider equity exposure. It extends a series of 2025 actions aimed at supporting stockholders’ equity and Nasdaq compliance. When evaluating this step, investors may track future SEC filings for final U.S. GAAP accounting treatment, monitor additional preferred or incentive-plan issuances, and assess how these measures interact with the company’s existing financings and loss profile.

Key Terms

series d convertible preferred stock financial

"issuance of the Company’s Series D Convertible Preferred Stock (stated value $7.50 per share)"

Series D convertible preferred stock is a class of shares issued in a later-stage funding round that gives holders priority over common shareholders for payouts and often a fixed dividend, while including an option to convert those shares into common stock. It matters to investors because it affects who gets paid first if a company is sold or liquidates and can change ownership stakes and voting power when converted, similar to holding a safer ticket that can be exchanged for regular tickets later.

form 8-k regulatory

"As disclosed in the Company’s Current Report on Form 8-K filed on January 6, 2026"

A Form 8-K is a report that companies file with the government to share important news quickly, such as changes in leadership, major business deals, or financial updates. It matters because it helps investors stay informed about significant events that could affect the company's value or stock price.

nasdaq listing regulatory

"support ongoing Nasdaq listing"

A NASDAQ listing means a company's shares are approved to trade on the NASDAQ stock exchange, a large electronic marketplace where buyers and sellers meet. For investors it signals greater visibility, easier buying and selling (like being placed on a busy store shelf), and adherence to ongoing reporting and governance rules that can reduce information uncertainty and affect a stock’s liquidity and perceived credibility.

form s-8 regulatory

"The Company has also filed a registration statement on Form S-8 with the SEC"

A Form S-8 is a U.S. Securities and Exchange Commission registration that lets a public company set aside shares for employee benefit plans and stock-based compensation. Think of it as opening a dedicated account that authorizes the company to issue or reserve stock for workers and directors; it matters to investors because it enables share dilution when those awards are granted or exercised and signals how management is compensated and incentivized.

registration statement regulatory

"filed a registration statement on Form S-8 with the SEC"

A registration statement is a formal document that companies file with a government agency to offer new shares of stock to the public. It provides essential information about the company's finances, operations, and risks, helping investors make informed decisions. Think of it as a detailed product description that ensures transparency and trust before buying into a company.

u.s. gaap technical

"subject to final accounting treatment under U.S. GAAP"

U.S. GAAP is a set of rules and standards that companies in the United States follow to prepare their financial reports. It helps ensure that financial information is consistent and clear, so investors and others can compare and understand a company's financial health easily.

edgar regulatory

"The Form S-8 is available on EDGAR at:https://www.sec.gov/Archives"

EDGAR is a system used by companies to share important financial and business information with the public. It functions like an online filing cabinet where investors can access official reports and documents that help them understand a company's financial health and operations. This transparency allows investors to make more informed decisions, much like checking a company's report card before investing.

AI-generated analysis. Not financial advice.

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

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

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

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

Strengthening Stockholders’ Equity and Reducing Accrued Obligations

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

Management believes this action is expected to:

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

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

Leadership and Director Participation (As Disclosed; Updated for Subsequent Change)

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

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

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

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

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

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

Regulatory and Transaction Disclosure

SEC Disclosure and Transaction Scope

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

Form S-8 Filing

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

Consideration Paid in Series D Convertible Preferred Stock

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

Potential Conversion Into Common Stock; Share Reservations Under the Incentive Plan

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

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

Accounting and Balance Sheet Impact; No Assurance

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

No Offer or Solicitation

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

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

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

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

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

Forward-Looking Statements

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

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

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

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

Investor Relations: ir@americanrebel.com

FAQ

What did American Rebel (AREB) convert into Series D on Jan 6, 2026?

Company leadership converted approximately $2.05 million of accrued advances, bonuses, director fees and other owed amounts into Series D Convertible Preferred Stock.

How many common shares does each Series D share convert into for AREB?

Each Series D Convertible Preferred Stock share is convertible into five common shares, per the disclosed terms.

Will the $2.05M conversion affect AREB’s cash position?

Yes. The conversions are non-cash and are intended to preserve cash that otherwise could have been used to pay accrued obligations.

Does the AREB conversion immediately change reported stockholders’ equity?

Not necessarily; management expects an equity improvement, but final U.S. GAAP accounting and future SEC filings will determine the actual reported impact.

How might the Series D issuance affect AREB shareholders?

If Series D shares convert, the 1:5 conversion ratio and reserved common shares could increase share count and dilute existing holders.

Where did AREB disclose the Series D issuances and reserved shares?

The transactions and reserved common-share amounts were disclosed in the company’s Form 8-K and a Form S-8 registration related to the Amended and Restated 2025 Stock Incentive Plan.