AREB records Mutual Termination, Membership Sale and Promissory Note for 218 LLC

Rhea-AI Filing Summary

AMERICAN REBEL HOLDINGS, INC. (AREB) disclosed that it executed a set of transaction documents on September 15, 2025

The filing lists a Mutual Termination Agreement, a Membership Interest Purchase Agreement and a Promissory Note related to "218 LLC." The company’s representative signed the filing, and these documents are reported as exhibits to the report. No financial terms, purchase price, repayment schedule or other economic details are included in the provided text.

Positive

• Transaction documents executed for 218 LLC (termination, sale, and promissory note recorded)
• Exhibits are filed as formal documentation, enabling follow-up review of terms

Negative

• No financial terms disclosed—purchase price, repayment schedule and collateral are absent
• Insufficient detail to assess impact on liquidity, leverage or ownership from the provided text

Insights

Corporate Transactions Attorney

TL;DR: The company recorded a termination plus a membership sale and accompanying note for 218 LLC, but disclosed no deal economics.

The filing identifies three binding documents: a Mutual Termination Agreement, a Membership Interest Purchase Agreement and a Promissory Note tied to 218 LLC. These are typical for unwinding prior arrangements and transferring ownership coupled with seller financing.

Because no monetary amounts, security terms, or payment schedules are present, the legal effect and creditor/ownership outcomes cannot be determined from the text. Review of the actual exhibit documents is needed to evaluate covenants, representations and any post-closing obligations.

M&A Financial Analyst

TL;DR: The recorded agreements suggest a completed transaction structure but the filing omits economic metrics investors use to assess impact.

The items listed—termination, purchase agreement and promissory note—constitute the core transactional mechanics: ending prior terms, transferring membership interest, and providing financed consideration. This combination often shifts cash flow timing via seller financing.

Without disclosed purchase price, collateral or repayment terms, it's not possible to quantify effects on liquidity, leverage or potential dilution. Investors should obtain the exhibit documents to measure near-term balance sheet and cashflow impact.

8-K Event Classification

4 items: 1.01, 2.03, 3.02, 9.01

4 items

Item 1.01 Entry into a Material Definitive Agreement Business

The company signed a significant contract such as a merger agreement, credit facility, or major partnership.

Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement Financial

The company incurred a new significant debt or off-balance-sheet obligation.

Item 3.02 Unregistered Sales of Equity Securities Securities

The company sold equity securities in a private placement or other unregistered transaction.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, and exhibit attachments filed with this report.

Understanding 8-K Material Events →

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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) September 15, 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.)

5115 Maryland Way, Suite 303 Brentwood, Tennessee		37027
(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.

218 3^rd Avenue Agreement

As previously disclosed in the Current Report on Form 8-K filed on August 26, 2025, on August 19, 2025, the Company originally entered into a Purchase and Sale Agreement (the “Purchase Agreement”) with 218 LLC (the “Seller”) for the sale of an approximately 20,829 square foot four story commercial retail building located at 218 3rd Avenue North, Nashville, Tennessee 37201 (“218 3rd Avenue”) for a sale price of $14.1 million.

On September 15, 2025, the Company and the Seller entered into a mutual termination agreement of the Purchase Agreement (the “Mutual Termination Agreement”). On the same day, the Company and the Seller entered into a membership interest purchase agreement (the “MIPA”) to purchase all of the outstanding membership interests in the Seller. 218 3^rd Avenue is the sole asset of the Seller.

The Company has agreed to pay Seller $14,100,000, the appraised value of 218 3^rd Avenue, for all of the ownership interests in the Seller in tranches over twelve months. Upon execution of the MIPA, the Company authorized the issuance of 280,000 shares of Series D Convertible Preferred Stock, valued at $7.50 per share ($2,1000,000 in value), for the purchase of 30% of the outstanding membership interests in the Seller.

Further, the Company shall pay the Seller $300,000 of the purchase price in three non-refundable $100,000 installments; the first installment shall be payable 15 days following execution of the MIPA and shall purchase an additional 1% of the outstanding membership interests in the Seller; the second installment shall be payable 45 days following execution of the Agreement and shall purchase an additional 1% of the outstanding membership interests in the Seller; and the third installment shall be payable 75 days following execution of the Agreement and shall purchase an additional 1% of the outstanding membership interests in the Seller.

In addition, the Company executed a 12-month, 6% per annum promissory note in the amount of the $11,700,000 payable to the Seller (the “Note”). Seller may, from time to time, convert a portion of principal and interest under the Note into tranches of Two Hundred Thousand (200,000) shares of the Company’s Series D Convertible Preferred Stock (valued at $1,500,000) and simultaneously convert such preferred stock into One Million (1,000,000) shares of Common Stock and then sell such shares, or in other amounts that do not exceed a 4.99% beneficial ownership, and apply the proceeds towards the principal and interest of the Note. Each conversion shall purchase an additional 1% ownership interest in Seller. The Company has agreed to issue to Seller an additional 18,800 shares of Series D Convertible Preferred Stock, valued at $141,000, as a convenience fee. Within 15 business days of the execution of the MIPA, the Company has agreed to prepare and file a registration statement with the SEC on Form S-1 to register the shares of common stock underlying the Series D Convertible Preferred Stock issued at the initial closing, shares underlying principal and interest on the Note and the shares issued for the convenience fee.

The foregoing description of the Mutual Termination Agreement, the MIPA and Note are not a complete description of all of the parties’ rights and obligations under Mutual Termination Agreement, the MIPA and Note, and are qualified in their entirety by reference to the MIPA and Note, copies of which are filed as Exhibits 10.1, 10.2 and 10.3, respectively, to this Current Report on Form 8-K.

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Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

See Item 1.01.

Item 3.02 Sale of Unregistered Securities.

On September 15, 2025, the Company issued 280,000 shares of Series D Convertible Preferred Stock for the purchase of 30% of the outstanding membership interests in the Seller set forth in Item 1.01 above and 18,800 shares of Series D Convertible Preferred Stock for the commitment fee to the Seller.

The issuance of the shares of Series D Convertible Preferred Stock will not be registered under the Securities Act of 1933, as amended, in reliance upon the exemption from the registration requirements of that Act provided by Section 4(a)(2) thereof. The recipients are accredited investors or an officer of the Company with the experience and expertise to evaluate the merits and risks of an investment in securities of the Company and the financial means to bear the risks of such an investment.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit Number		Description
10.1		218 LLC Mutual Termination Agreement dated September 15, 2025
10.2		218 LLC Membership Interest Purchase Agreement dated September 15, 2025
10.3		218 LLC Promissory Note dated September 15, 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: September 15, 2025	By:	/s/ Charles A. Ross, Jr.
		Charles A. Ross, Jr. Chief Executive Officer

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FAQ

What agreements did AMERICAN REBEL (AREB) file in this 8-K?

The filing lists a Mutual Termination Agreement, a Membership Interest Purchase Agreement, and a Promissory Note related to 218 LLC.

Are the economic terms of the 218 LLC transaction disclosed for AREB?

No. The provided text does not disclose purchase price, repayment terms, collateral or other monetary details.

When were the transaction documents for 218 LLC executed?

The documents are dated September 15, 2025 as shown in the filing.

Who signed the 8-K for AMERICAN REBEL (AREB)?

The filing is signed by Charles A. Ross, Jr. as the company representative.

Do the listed exhibits allow evaluation of financial impact?

Not by themselves; the exhibits must be reviewed because the summary text omits the economic and contractual details needed to assess impact.