What ongoing Nasdaq requirement must AREB still satisfy after curing share count issues?

Even after curing the Publicly Held Shares deficiency, American Rebel must meet Nasdaq’s minimum $1 bid price requirement. The company must have its stock price at or above this level for at least 10 consecutive business days before it is considered compliant with that standard.

Nasdaq halts American Rebel (AREB) as company issues shares to fix deficiency

Q: What reverse stock split did American Rebel Holdings (AREB) complete?

American Rebel Holdings completed a 1-for-100 reverse stock split on March 23, 2026. This consolidated every 100 pre-split shares into one post-split share, reducing the share count and typically raising the trading price proportionally, without changing overall shareholder value.

Q: How many new shares did AREB issue after the reverse split rounding?

On April 6, 2026, American Rebel issued 3,218,299 shares of common stock to CEDE & Co. These shares were for round lot share rounding after the reverse split, bringing total common shares issued and outstanding to 3,451,665 according to the disclosure.

Q: What is the Nasdaq Qualification Halt affecting AREB stock?

Nasdaq placed American Rebel’s securities in a Qualification Halt effective March 23, 2026. Trading is paused while the company works to regain compliance with the Publicly Held Shares requirement, and the halt is expected to remain at least until that specific deficiency is cured.

Q: Does American Rebel believe it has cured the Nasdaq Publicly Held Shares deficiency?

Yes. The company states it believes the April 6, 2026 issuance of 3,218,299 shares to CEDE & Co. cures the Publicly Held Shares requirement under Listing Rule 5550(a)(4). However, the disclosure does not describe Nasdaq as having confirmed that compliance yet.

Filing Impact

(High)

Filing Sentiment

(Neutral)

Form Type

8-K

Rhea-AI Filing Summary

American Rebel Holdings, Inc. reports actions tied to its recent reverse stock split and Nasdaq listing compliance. On March 23, 2026, the company completed a 1-for-100 reverse stock split. On April 6, 2026, it issued 3,218,299 shares of common stock to CEDE & Co. to round fractional positions into whole shares, leaving 3,451,665 common shares issued and outstanding. These shares were issued in unregistered transactions relying on Section 4(a)(2) and/or Regulation D, and are characterized as restricted securities.

The company also describes Nasdaq’s additional deficiency letter following the reverse split, which noted an estimated 247,279 publicly held shares, below the 500,000 Publicly Held Shares requirement in Listing Rule 5550(a)(4). Nasdaq placed the stock in a Qualification Halt on March 23, 2026, to remain at least until the Publicly Held Shares requirement is met. The company states that the April 6 issuance is believed to cure this specific deficiency, although compliance with the minimum $1 bid price must still be maintained for 10 consecutive business days after any cure.

Positive

None.

Negative

Nasdaq listing deficiencies and trading halt: Nasdaq determined the company had only approximately 247,279 publicly held shares after the reverse split, below the 500,000 minimum, and placed the stock in a Qualification Halt effective March 23, 2026, signaling elevated listing risk until compliance is restored.

Insights

Reverse split cleanup share issuance occurs amid Nasdaq halt and listing deficiencies.

American Rebel Holdings completed a 1-for-100 reverse stock split on March 23, 2026, then issued 3,218,299 common shares on April 6, 2026 to address round-lot rounding. Total common shares outstanding are now 3,451,665, with the new shares issued as restricted under Section 4(a)(2) and Regulation D.

Nasdaq’s additional deficiency letter cites approximately 247,279 publicly held shares, below the 500,000 minimum in Listing Rule 5550(a)(4), and a concurrent Qualification Halt effective March 23, 2026. The halt is expected to remain until the Publicly Held Shares requirement is satisfied, and the company subsequently maintains a minimum $1 bid price for at least 10 consecutive business days.

The company believes the April 6 share issuance cures the Publicly Held Shares deficiency, but Nasdaq has not been described here as confirming that status. Overall, the disclosure highlights continued listing risk and suspended trading, offset only partly by the company’s corrective share actions.

8-K Event Classification

3 items: 3.02, 7.01, 9.01

3 items

Item 3.02 Unregistered Sales of Equity Securities Securities

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

Item 7.01 Regulation FD Disclosure Disclosure

Material non-public information disclosed under Regulation Fair Disclosure, often investor presentations or guidance.

Item 9.01 Financial Statements and Exhibits Exhibits

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

Key Figures

Reverse stock split ratio: 1-for-100 Shares issued for rounding: 3,218,299 shares Shares outstanding post-issuance: 3,451,665 shares +3 more

6 metrics

Reverse stock split ratio 1-for-100 Reverse stock split effective March 23, 2026

Shares issued for rounding 3,218,299 shares Common stock issued April 6, 2026 to CEDE & Co.

Shares outstanding post-issuance 3,451,665 shares Common stock issued and outstanding after April 6, 2026 issuance

Publicly held shares post-split approximately 247,279 shares Publicly held shares noted by Nasdaq after March 23, 2026 reverse split

Nasdaq minimum publicly held shares 500,000 shares Requirement under Listing Rule 5550(a)(4) for continued inclusion

Bid price compliance window 10 consecutive business days Minimum $1 bid price must be met for this period

Key Terms

reverse stock split, Publicly Held Shares, Qualification Halt, Listing Rule 5550(a)(4), +2 more

6 terms

reverse stock split financial

"On March 23, 2026, the Company effectuated a 1-for-100 reverse stock split."

A reverse stock split is when a company reduces the number of its shares outstanding, making each share more valuable. For example, if you own 100 shares worth $1 each, a 1-for-10 reverse split would turn your 100 shares into 10 shares worth $10 each. Companies often do this to boost their stock price and appear more stable to investors.

Publicly Held Shares regulatory

"the Company did not comply with the minimum 500,000 Publicly Held Shares requirement for continued inclusion"

Shares that are publicly held are portions of a company that any investor can buy or sell on public markets, like slices of a pie owned by many people rather than a few insiders. They matter because they determine how easy it is to trade the stock, influence company control through voting and can affect price swings and dividend payments as supply and demand change in the market.

Qualification Halt regulatory

"Nasdaq placed trading in the Company’s securities in a Qualification Halt under Listing Rule 4120(i)"

A qualification halt is a temporary pause in trading of a company’s securities imposed by an exchange or regulator until the company meets specific listing or disclosure requirements. Investors should care because it freezes buying and selling—like putting a hold on a retailer’s inventory—creating uncertainty about value and liquidity, and often signals the exchange needs clearer information before normal trading can resume.

Listing Rule 5550(a)(4) regulatory

"requirement for continued inclusion set forth in Listing Rule 5550(a)(4)"

Section 4(a)(2) regulatory

"exempt from registration pursuant to Section 4(a)(2), and/or Regulation D of the Securities Act"

Section 4(a)(2) is a part of U.S. securities laws that allows companies to sell their stock directly to certain investors without registering the sale with regulators. This process is often used for private placements, making it easier and faster for companies to raise money from knowledgeable or institutional investors. It matters to investors because it provides an alternative way to buy shares, often with fewer disclosures and lower costs.

restricted securities financial

"All such securities issued pursuant to such exemptions are restricted securities as defined in Rule 144(a)(3)"

Restricted securities are shares or other investment instruments that come with legal or contractual limits on when and how they can be sold, like stock given to founders or bought in a private offering. Think of them as assets in a locked box that can’t be freely traded until certain conditions — such as a waiting period, company registration, or specific approvals — are met. For investors this matters because restricted securities are less liquid and can affect timing, price, and perceived value when they eventually enter the market.

Understanding 8-K Material Events →

04/09/2026 - 01:22 PM

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) April 6, 2026

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 3^rd 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 3.02 Unregistered Sales of Equity Securities.

On March 23, 2026, the Company effectuated a 1-for-100 reverse stock split. On April 6, 2026, in connection with the round lot share rounding associated with the reverse stock split, the Company issued 3,218,299 shares of common stock to CEDE & Co. for distribution to stockholders effected by the rounding.

The Company currently has 3,451,665 shares of common stock issued and outstanding.

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.

Item 7.01. Regulation FD Disclosure.

As previously disclosed, on March 23, 2026, the Company received an additional deficiency letter from the Nasdaq Stock Market (“Nasdaq”) notifying the Company that, as a result of the March 23, 2026 1-for-100 reverse stock split, the Company has a post reverse stock split publicly shares number of approximately 247,279. As a result, the Company did not comply with the minimum 500,000 Publicly Held Shares requirement for continued inclusion set forth in Listing Rule 5550(a)(4). In addition, Staff noted that under Listing Rule 5810(c)(3)(A), the Company will remain non-compliant with both the minimum $1 bid price requirement until the Publicly Held shares deficiency is cured and, thereafter, the Company meets the bid price standard for a minimum of 10 consecutive business days, unless Staff exercises its discretion to extend this 10 day period as discussed in Rule 5810(c)(3)(H).

Nasdaq further stated in the same March 23, 2026 Additional Staff Determination Letter that, in addition to the Additional Staff Delist Determination, Nasdaq placed trading in the Company’s securities in a Qualification Halt under Listing Rule 4120(i) effective March 23, 2026, and that Nasdaq determined the Qualification Halt will remain in place at least until the Company regains compliance with the Publicly Held Shares requirement for continued inclusion set forth in Listing Rule 5550(a)(4).

As disclosed in Item 3.02 above, on April 6, 2026, in connection with the round lot share rounding associated with the March 23, 2026 reverse stock split, the Company issued 3,218,299 shares of common stock to CEDE & Co. for distribution to stockholders effected by the rounding. The Company believes this issuance cures the Nasdaq deficiency for the Publicly Held Shares requirement for continued inclusion set forth in Listing Rule 5550(a)(4).

The information contained in this Item 7.01 of this Current Report, including Exhibit 99.1 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.

Exhibit Number		Description

104		Cover Page Interactive Data File

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: April 9, 2026	By:	/s/ Charles A. Ross, Jr.
		Charles A. Ross, Jr.
		Chief Executive Officer

Source: View Original Filing on SEC EDGAR

FAQ

What reverse stock split did American Rebel Holdings (AREB) complete?

American Rebel Holdings completed a 1-for-100 reverse stock split on March 23, 2026. This consolidated every 100 pre-split shares into one post-split share, reducing the share count and typically raising the trading price proportionally, without changing overall shareholder value.

How many new shares did AREB issue after the reverse split rounding?

On April 6, 2026, American Rebel issued 3,218,299 shares of common stock to CEDE & Co. These shares were for round lot share rounding after the reverse split, bringing total common shares issued and outstanding to 3,451,665 according to the disclosure.

Why did Nasdaq issue a deficiency notice to American Rebel Holdings (AREB)?

Nasdaq notified American Rebel that, after the reverse split, it had about 247,279 publicly held shares, below the required 500,000 under Listing Rule 5550(a)(4). This shortfall triggered a listing deficiency, raising the risk that the company could eventually face delisting if not remedied.

What is the Nasdaq Qualification Halt affecting AREB stock?

Nasdaq placed American Rebel’s securities in a Qualification Halt effective March 23, 2026. Trading is paused while the company works to regain compliance with the Publicly Held Shares requirement, and the halt is expected to remain at least until that specific deficiency is cured.

Does American Rebel believe it has cured the Nasdaq Publicly Held Shares deficiency?

Yes. The company states it believes the April 6, 2026 issuance of 3,218,299 shares to CEDE & Co. cures the Publicly Held Shares requirement under Listing Rule 5550(a)(4). However, the disclosure does not describe Nasdaq as having confirmed that compliance yet.

Filing Exhibits & Attachments

4 documents