American Rebel Holdings (NASDAQ: AREB) takes $787,500 term loan with stock conversion feature

Rhea-AI Filing Summary

American Rebel Holdings entered into a subordinated working capital term loan of $787,500 to finance inventory for its Champion Safe subsidiary. The loan requires weekly payments of $40,500 starting December 18, 2025, for total repayment of $1,134,000 by June 25, 2026, and included a $37,500 administrative fee plus a 5% default interest premium.

The lender received a second-lien secured promissory note that, on or after June 4, 2026, can be converted into common stock at $1.02 per share, with 2,893,010 shares reserved for potential issuance, which could increase the share count if conversion occurs. The company states this arrangement fits within a permitted working capital exception under its existing Streeterville Capital financing, so no additional consent was required, and funds were received on December 11, 2025.

Insights

Credit and capital structure analyst

High-cost working capital loan adds liquidity but introduces equity overhang risk.

American Rebel Holdings obtained a subordinated working capital term loan of $787,500, to be repaid at $1,134,000 by June 25, 2026 via weekly payments of $40,500. The structure implies a significant financing cost, alongside a $37,500 administrative fee and an additional 5% interest rate in the event of default.

The associated note is secured by a second lien on the borrower’s assets and, on or after June 4, 2026, is convertible into common stock at $1.02 per share, with 2,893,010 shares reserved. This creates the possibility of issuing a substantial number of new shares if the lender elects to convert rather than receive cash repayment.

Management indicates this financing falls within a permitted “commercially reasonable working capital line” exception under its existing Streeterville Capital note, so it does not trigger those negative covenants. The overall impact on capital structure will depend on future performance and whether the note remains a cash obligation or is partially or fully converted into equity after the conversion date.

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

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

Date of Report (Date of earliest event reported) December 4, 2025

AMERICAN REBEL HOLDINGS, INC.

(Exact name of registrant as specified in its charter)

Nevada		001-41267		47-3892903
(State or other jurisdiction of incorporation)		(Commission File Number)		(IRS Employer Identification No.)

218 3rd Avenue North, #400 Nashville, Tennessee		37201
(Address of principal executive offices)		(Zip Code)

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

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

☐	Written 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:

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

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

Emerging growth company ☐

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

Item 1.01. Entry into a Material Definitive Agreement.

On December 4, 2025, the Company, and two of its subsidiaries (American Rebel, Inc. and Champion Safe Company, Inc.) entered into a commercially reasonable working capital line for Champion Safe Company, Inc. to be used primarily for inventory purchases in the form of a subordinated business loan and security agreement (“Loan”) with Agile Lending, LLC and Agile Capital Funding, LLC as collateral agent, which provides for a term loan in the amount of $787,500, which principal and interest is due on June 25, 2026. Commencing December 18, 2025, the Company is required to make weekly payments of $40,500 until the due date, for a full repayment of $1,134,000. The loan may be prepaid subject to a prepayment fee. An administrative agent fee of $37,500 was paid on the loan. A default interest rate of an additional 5% will become effective upon the occurrence of an event of default. Funds were received by the Company on December 11, 2025.

In connection with the Loan, Agile was issued a subordinated secured promissory note, dated December 4, 2025, in the principal amount of $787,500 (the “Note”), which Note is secured by a second lien against all of the Borrower’s assets, including receivables, subject to certain outstanding liens and agreements. Further, the Note, at any time on or after June 4, 2026, is convertible into shares of the Company’s common stock at $1.02 per share (the closing price of the Company’s common stock on December 3, 2025). As part of the Note and Loan, the Company reserved 2,893,010 shares of common stock for issuance upon conversion of the Loan.

The Company is party to a Note Purchase Agreement dated June 26, 2025 with Streeterville Capital, LLC (the “Streeterville Purchase Agreement”), pursuant to which the Company issued a secured promissory note to Streeterville on that date (the “Streeterville Note”). These agreements contain certain negative covenants, including restrictions on incurring additional indebtedness or other financing transactions (the “Restricted Issuances” provisions) without Streeterville’s prior consent, subject to limited exceptions. One such exception, as set forth in Section 4 of the Streeterville Purchase Agreement, permits the Company to obtain a “commercially reasonable working capital line for Champion Safe Co. to be used primarily for inventory purchases up to $1,000,000.00.” The Company has determined the Loan with Agile Lending, LLC (as described above) falls within this permitted exception. Accordingly, the Company’s entry into the Agile Lending Loan is in compliance with the negative covenants (including the Restricted Issuance provisions) of the Streeterville Purchase Agreement and Streeterville Note, and no further consent or waiver is required from Streeterville in connection with this financing.

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

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit Number		Description
10.1		Agile Capital Funding Subordinated Business Loan and Security Agreement dated December 4, 2025
104		Cover Page Interactive Data File

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SIGNATURES

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

	AMERICAN REBEL HOLDINGS, INC.
Date: December 12, 2025	By:	/s/ Charles A. Ross, Jr.
		Charles A. Ross, Jr.
		Chief Executive Officer

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FAQ

What new financing did American Rebel Holdings (AREB) enter into?

American Rebel Holdings entered into a subordinated business loan and security agreement for a working capital term loan of $787,500, primarily to fund inventory purchases for its Champion Safe subsidiary.

What are the key payment terms of the new AREB loan with Agile Lending?

The loan totals $787,500, with weekly payments of $40,500 beginning December 18, 2025, for a full repayment amount of $1,134,000 due on June 25, 2026, plus an administrative fee of $37,500.

Does the American Rebel (AREB) loan include a conversion feature into common stock?

Yes. On or after June 4, 2026, the note can be converted into American Rebel common stock at $1.02 per share, and 2,893,010 shares have been reserved for potential issuance upon conversion.

How is the new AREB loan secured?

The note issued in connection with the loan is a subordinated secured promissory note backed by a second lien on all of the borrower’s assets, including receivables, subject to certain existing liens and agreements.

How does the Agile Lending loan relate to American Rebel’s Streeterville Capital note?

The company explains that this loan fits within a permitted exception in its Streeterville Capital note, which allows a commercially reasonable working capital line for Champion Safe up to $1,000,000, so no additional consent or waiver from Streeterville was required.

When did American Rebel (AREB) receive funds from the new loan?

The company states that funds under the new working capital loan were received on December 11, 2025.