American Rebel Holdings (AREB) funds RAEK stake and Tony Stewart sponsorship with Series D preferred
Rhea-AI Filing Summary
American Rebel Holdings disclosed several transactions involving its Series D Convertible Preferred Stock and strategic agreements. The company exercised an option on December 26, 2025 to buy additional membership interests in RAEK Data, LLC, increasing its fully diluted ownership by 2.0% for a purchase price of $1,000,000, paid in 133,334 Series D Preferred shares with a stated value of $7.50 per share.
Effective December 31, 2025, American Rebel entered into an exclusive beer-category sponsorship agreement with True Speed Enterprises, owned by Tony Stewart, for a fee of $750,007.50, paid in 100,001 Series D Preferred shares, with the sponsorship running through December 31, 2026. The company agreed to file a Form S-1 to register the resale of common stock underlying the Series D Preferred issued in this relationship.
The board also approved an Amended and Restated 2025 Stock Incentive Plan capping issuances under the plan at 1,250,000 common shares, including shares issuable upon conversion of currently outstanding preferred stock issued for services. On December 31, 2025, the company issued or authorized multiple unregistered Series D Preferred share issuances to RAEK, True Speed entities, a former president, and several executives and directors in exchange for sponsorship value, accrued debt, bonuses, fees, and loan interest.
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Insights
Company uses Series D preferred stock for acquisitions, sponsorship, and balance-sheet clean-up, creating incremental equity overhang.
American Rebel is funding both strategic initiatives and obligations primarily with its Series D Convertible Preferred Stock. The RAEK Data option exercise added a 2.0% fully diluted ownership interest for an option purchase price of $1,000,000, paid via 133,334 Series D Preferred shares. The True Speed Enterprises sponsorship, valued at $750,007.50, was similarly settled in 100,001 Series D Preferred shares, aligning marketing spend with equity-based consideration.
In addition, the company converted various accrued liabilities into equity. Former president Doug Grau received 62,211 Series D Preferred shares for $466,581.10 of advances, while CEO Charles A. Ross, Jr. received 73,439 shares for $550,791.96 in accrued bonuses and other owed amounts. Other executives and independent directors received Series D Preferred for accrued bonuses, fees, and loan interest, and the company reserved specific amounts of common stock under the incentive plan for their eventual conversion.
These steps reduce cash obligations by settling debts and compensation in preferred equity, while increasing potential dilution through additional convertible securities. The amended 2025 Stock Incentive Plan, which limits issuances to 1,250,000 common shares including conversions of certain preferred stock issued for services, provides a defined framework for future equity grants even as existing Series D Preferred issuances add to the pool of possible future common shares.
New RAEK stake and True Speed sponsorship expand data and brand exposure using equity-based payments.
The company is deepening its relationship with RAEK Data, LLC by exercising an option under a prior Minority Membership Interest Purchase Agreement to acquire additional membership interests equal to a 2.0% fully diluted ownership interest. Paying the $1,000,000 option purchase price in Series D Convertible Preferred Stock preserves cash while increasing exposure to RAEK's business.
The sponsorship agreement with True Speed Enterprises, effective through December 31, 2026, grants American Rebel exclusivity in the beer category for certain sponsorship benefits associated with TSE and its affiliates. The consideration totals $750,007.50, paid in 100,001 Series D Preferred shares, and is complemented by a commitment to file a Form S-1 to register the resale of common stock underlying the Series D Preferred issued in this relationship, including 42,667 shares previously issued to Tony Stewart Racing Nitro, LLC.
Together, these moves pair strategic brand and data partnerships with non-cash equity consideration. The agreements also include standard elements such as representations and warranties, intellectual property protections, indemnification rights, and confidentiality covenants, which frame the long-term commercial collaboration and manage operating and reputational risks for both parties.
8-K Event Classification
FAQ
What did American Rebel Holdings (AREB) acquire from RAEK Data in this 8-K?
American Rebel exercised an option on December 26, 2025 to purchase additional membership interests in RAEK Data, LLC equal to a 2.0% fully diluted ownership interest. The option purchase price was $1,000,000, paid in 133,334 shares of Series D Convertible Preferred Stock with a stated value of $7.50 per share.
What are the key terms of American Rebel Holdings' sponsorship agreement with True Speed Enterprises?
Effective December 31, 2025, American Rebel entered a Sponsorship Agreement with True Speed Enterprises, Inc., owned by Tony Stewart. The company received exclusivity in the beer category for certain sponsorship benefits and agreed to a total sponsorship fee of $750,007.50, paid via 100,001 Series D Convertible Preferred shares valued at $7.50 per share. The agreement runs through December 31, 2026.
What does the Amended and Restated 2025 Stock Incentive Plan authorize for AREB?
The Amended and Restated 2025 Stock Incentive Plan, approved on December 31, 2025, sets an aggregate maximum of 1,250,000 shares of common stock that may be issued under the plan. This limit includes shares underlying options and shares issuable upon conversion of currently outstanding Series D Convertible Preferred Stock issued for services, and it is not adjusted upon a reverse stock split.
Which unregistered securities did American Rebel Holdings issue on December 31, 2025?
On December 31, 2025, American Rebel issued or authorized multiple Series D Convertible Preferred Stock issuances, including 133,334 shares to RAEK Data valued at $1,000,005, 63,334 shares to True Speed Enterprises valued at $475,005, and 36,667 shares to Eldora Speedway, Inc. valued at $275,002.50. Additional Series D Preferred shares were issued to current and former executives and independent directors to settle accrued debt, bonuses, fees, and loan interest.
How is American Rebel Holdings handling registration of the Series D Preferred issued in the True Speed deal?
American Rebel agreed to file a registration statement on Form S-1 within ten business days of executing the Sponsorship Agreement, to register the resale of common stock underlying the Series D Convertible Preferred Stock issued under that agreement. This registration will also cover common stock underlying 42,667 Series D Preferred shares issued to Tony Stewart Racing Nitro, LLC in October 2025.
Under what exemptions were American Rebel Holdings' new securities issuances made?
The company states that all of the described issuances were made as unregistered offerings exempt from registration under Section 4(a)(2), Section 3(a)(9), and/or Regulation D of the Securities Act. No general solicitation was used, the securities are characterized as restricted under Rule 144(a)(3), and appropriate restrictive legends were placed on the documentation.