American Rebel (NASDAQ: AREB) outlines costly OID note, big share conversions, Nasdaq update
Rhea-AI Filing Summary
American Rebel Holdings entered into a $270,000 original-issue-discount promissory note, receiving $189,000 in cash and owing a single $270,000 payment by April 6, 2028, plus a $10,000 monitoring fee. The note carries 105%–130% payoff provisions in default and a 135% premium if prepaid, and may be convertible by mutual agreement into Series D Convertible Preferred Stock at $7.50 per share, with each preferred share convertible into five common shares, subject to a 4.99% ownership cap.
The company agreed to reserve 36,000 Series D preferred shares and 180,000 related common shares. It also exchanged 445.5 and 120 shares of Series E Preferred Stock with Streeterville for 405,000 and 202,702 common shares, respectively, and reported multiple Series D preferred conversions into common. Additional common shares were issued to Silverback Capital Corporation and Streeterville, and total common stock outstanding is now 5,655,420 shares. The company highlighted Nasdaq’s resumption of trading after a halt tied to Publicly Held Shares and bid-price deficiencies, noting a recent 1-for-100 reverse stock split and a 3,218,299-share issuance to CEDE & Co. to address Nasdaq’s Publicly Held Shares requirement. Management also reported strong American Rebel Light Beer sales at the 2026 NHRA Gatornationals, where the brand outsold every other beer at the track by 40%.
Positive
- None.
Negative
- The company’s $270,000 original-issue-discount note includes high-cost features, with 105%–130% default payoffs and a 135% prepayment premium, which can materially increase financing expense if repaid early or under stress.
- Extensive conversions of preferred stock and exchanges into common stock, along with other equity issuances, increase the total common shares outstanding to 5,655,420, representing meaningful dilution risk for existing shareholders and signaling reliance on equity-linked financing.
Insights
American Rebel combines costly financing and heavy share issuance with tentative Nasdaq progress.
American Rebel Holdings raised $189,000 net via a $270,000 original-issue-discount note that embeds high effective costs. Default and prepayment provisions require 105%–135% of principal, plus interest and fees, which increases financial pressure if cash flows weaken.
The filing details sizeable equity issuance: multiple Series D preferred conversions, exchanges of 565.5 Series E preferred shares for 607,702 common shares, and additional issuances to Silverback and Streeterville, bringing common shares outstanding to 5,655,420. This significantly alters the share base and may dilute existing holders.
The company describes Nasdaq trading resumption after a Qualification Halt tied to Publicly Held Shares and bid-price deficiencies. It issued 3,218,299 shares to CEDE & Co. and believes this cures the Publicly Held Shares shortfall, but emphasizes ongoing risks around bid-price compliance and a one-year monitoring period under Nasdaq’s equity rule. Separately, strong American Rebel Light Beer performance at the NHRA Gatornationals, including outselling other beers at the venue by 40%, showcases consumer traction but is presented without broader financial contribution metrics.
8-K Event Classification
Key Figures
Key Terms
original issue discount financial
Series D Convertible Preferred Stock financial
reverse stock split financial
Qualification Halt regulatory
Distributor-First growth strategy financial
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934
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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) | |
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Securities registered pursuant to Section 12(b) of the Act:
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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).
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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.
OID Note
On April 10, 2026, the Company entered into a two-year promissory note with an accredited investor (the “Lender”) in the gross principal amount of $270,000 (the “Note”). An original issue discount of $40,500 and guaranteed interest of $40,500 was applied on the issuance date, resulting in net loan proceeds to the Company of $189,000. The Notes are required to be paid in one lump sum payment of $270,000 on or before April 6, 2028. In addition, on the 150th day after the issuance date of the Note, the Company shall pay the Lender a monitoring fee of $10,000.00.
Minor Default shall mean a specific type of default under the Note that occurs solely as a result of the Company’s failure to pay the monitoring fee when due, and such failure remains uncured for a period of thirty (30) calendar days following the due date. A Minor Default shall trigger acceleration of the Note, but the total amount due and payable shall be equal to one hundred five percent (105%) of the outstanding Principal amount of the Note, plus any accrued and unpaid Interest and fees, if any, as of the date of acceleration.
Upon the occurrence and during the continuation of any Event of Default, the Note shall become immediately due and payable and the Company will be obligated to pay to the Lender, in full satisfaction of its obligations, an amount equal to 130% times the sum of (w) the then outstanding principal amount of the Note plus (x) accrued and unpaid interest on the unpaid principal amount of the Note to the date of payment plus (y) any amounts owed to the Lender pursuant to the conversion rights referenced below.
At any time after one hundred fifty days of the issuance date of the Note, upon five (5) business days’ written notice to Lender, the Company has the option of prepaying the outstanding principal amount of the Note, in whole or in part, by paying to the Lender a sum of money equal to one hundred thirty-five percent (135%) of the principal amount to be redeemed, together with any and all other sums due, accrued or payable to the Lender arising under the Note.
At any time after one hundred eighty days of the issuance date of the Note, the Company and the Lender may mutually agree to allow the Lender to convert the outstanding unpaid principal amount of the Note into restricted shares of Series D Convertible Preferred Stock of the Company at $7.50 per share (each share of Series D Convertible Preferred Stock in convertible into five shares of common stock). The Lender agreed to limit the amount of stock received to less than 4.99% of the total outstanding common stock into which the Series D Convertible Preferred Stock is convertible into. There are no warrants or other derivatives attached to the Note. The Company granted the Lender piggy-back registration rights on the shares of common stock issuable upon conversion of the Series D Convertible Preferred Stock. The Company agreed to reserve a number of shares of Series D Convertible Preferred Stock, and common stock issuable upon conversion thereof, equal to three times the number of shares of Series D Convertible Preferred Stock (36,000 shares of Series D Convertible Preferred Stock in total), and common stock issuable upon conversion thereof (180,000 shares of common stock in total), which may be issuable upon conversion of the Note at all times.
The foregoing description of the Note and of all of the parties’ rights and obligations under the Note is qualified in their entirety by reference to the OID Note, a copy of which is filed as Exhibit 10.1 to this Current Report on Form 8-K, and of which is incorporated herein by reference.
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Streeterville Exchange Agreements
On April 28, 2026, the Company entered into two Exchange Agreements (the “Exchanges”) with Streeterville. The Company previously issued to Streeterville 2,000 shares of Series E Preferred Stock pursuant to that certain Note Purchase Agreement entered into as of August 22, 2025. Pursuant to the Exchanges, the Company and Streeterville agreed to exchange and convert 445.5 shares of Series E Preferred Stock for 405,000 shares of common stock, representing a dollar amount of $445,500. On April 29, 2026, the Company entered into an additional Exchange with Streeterville. Pursuant to the additional Exchange, the Company and Streeterville agreed to exchange and convert 120 shares of Series E Preferred Stock for 202,702 shares of common stock, representing a dollar amount of $120,000.
The form of Exchanges are identical for each exchange except for the conversion dollar amounts and number of shares converted thereunder.
The foregoing descriptions of the Exchanges are not a complete description of all of the parties’ rights and obligations under the Exchanges, and are qualified in its entirety by reference to the Form Exchange Agreement, a copy of which is filed hereto as Exhibit 10.1.
Item 3.02 Unregistered Sales of Equity Securities.
On April 13, 2026, two holders of 66,448 shares of Series D Convertible Preferred Stock converted such shares into 332,240 shares of common stock.
On April 17, 2026, two holders of 69,750 shares of Series D Convertible Preferred Stock converted such shares into 348,750 shares of common stock.
On April 27, 2026, seven holders of 183,553 shares of Series D Convertible Preferred Stock converted such shares into 917,765 shares of common stock.
On April 28, 2026, Silverback Capital Corporation (“SCC”), pursuant to the Settlement Agreement and Stipulation dated as of October 28, 2025, as amended, requested the issuance of 200,000 shares of Common Stock to SCC, representing a payment of approximately $75,000.
On April 28, 2026, the Company issued Streeterville 405,000 shares of common stock pursuant to the exchanges set forth in Item 1.01 above at a per share price of $1.10.
On April 29, 2026, the Company issued Streeterville 202,702 shares of common stock pursuant to the exchange set forth in Item 1.01 above at a per share price of $0.592.
The Company currently has 5,655,420 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.
On April 27, 2026, the Company issued a press release titled “American Rebel Holdings (NASDAQ: AREB) Announces Nasdaq Trading Resumption and Provides Shareholder Update.” A copy of the press release is furnished herewith as Exhibit 99.1 to this Current Report on Form 8-K (this “Current Report”).
On April 28, 2026, the Company issued a press release titled “American Rebel Holdings, Inc. (NASDAQ:AREB) Announces American Rebel Light Beer Sales Results - Rebel Light Outsells Every Beer at the 2026 NHRA Gatornationals by 40%, Underscoring Strong Alignment with NHRA Fans.” A copy of the press release is furnished herewith as Exhibit 99.2 to this Current Report.
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The information contained in this Item 7.01 of this Current Report, including Exhibits 99.1 and 99.2 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 | |
| 10.1 | Form of Streeterville Series E Preferred Exchange Agreement | |
| 10.2 | OID Note dated April 10, 2026 | |
| 99.1 | Trading Resumption and Shareholder Update Press Release dated April 27, 2026 | |
| 99.2 | Beer Sales at 2026 NHRA Gatornationals Press Release dated April 28, 2026 | |
| 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: April 29, 2026 | By: | /s/ Charles A. Ross, Jr. |
Charles A. Ross, Jr. Chief Executive Officer |
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Exhibit 99.1
American Rebel Holdings (NASDAQ: AREB) Announces Nasdaq Trading Resumption and Provides Shareholder Update
NASHVILLE, TN / ACCESS Newswire / April 27, 2026 / American Rebel Holdings, Inc. (NASDAQ:AREB)(NASDAQ:AREBW) (“American Rebel” or the “Company”) today acknowledged Nasdaq’s announcement that trading in the Company’s common stock and publicly traded warrants will resume at 11:00 a.m. Eastern Time on April 27, 2026. Trading in AREB and AREBW had been halted by Nasdaq on March 20, 2026 at 7:50 p.m. Eastern Time.
“We appreciate Nasdaq’s resumption of trading and the continued support of our shareholders during this process,” said Andy Ross, Chief Executive Officer of American Rebel. “The shares issued to CEDE & Co. for distribution to stockholders affected by the round-lot rounding were an important part of the stockholder-protection mechanics associated with our reverse split, and we believe that issuance addressed the Nasdaq Publicly Held Shares deficiency. Broadridge’s range analysis also highlights the breadth of our shareholder base, with a significant majority of beneficial holders owning positions below 250 shares. We remain focused on transparency, compliance, and executing our business plan as America’s Patriotic Brand.”
Per a transfer agent report generated this morning, the Company’s most recent common shares issued and outstanding are 4,132,655.
Based on Broadridge’s Share Range Analysis, with a record date of April 14, 2026 and last updated April 22, 2026 at 2:52 a.m., approximately 86% of American Rebel’s approximately 33,908 beneficial shareholders held positions under 250 shares as of the record date, with nearly 82% of holders owning between 100 and 249 shares. These figures reflect Broadridge’s range analysis and should be read alongside the transfer-agent snapshot for reconciliation to the Company’s issued and outstanding share count.
American Rebel appreciates the continued patience and support of its stockholders and remains focused on executing its business strategy across its growing American Rebel brand platform. The Company will continue to provide updates to stockholders as appropriate through public disclosures and official company communications.
The Company’s 1-for-100 reverse stock split became effective on March 23, 2026. The Company notes that the split-adjusted prior reference price, or previous close, for the Company’s common stock was $6.46, as previously disclosed in the Company’s March 24, 2026 stockholder update. Nasdaq’s AREB market activity page is available here: https://www.nasdaq.com/market-activity/stocks/areb. The Company’s March 24, 2026 stockholder update is available here: https://www.nasdaq.com/press-release/american-rebel-holdings-inc-nasdaq-areb-arebw-provides-stockholder-update-following-1.
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As previously disclosed, on March 23, 2026, the Company received an additional deficiency letter from Nasdaq notifying the Company that, as a result of the March 23, 2026 1-for-100 reverse stock split, the Company had a post-reverse-split publicly held 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 under Nasdaq Listing Rule 5550(a)(4). Nasdaq also stated that the Company would remain non-compliant with the minimum $1.00 bid price requirement until the Publicly Held Shares deficiency was cured and, thereafter, until the Company met the bid price standard for a minimum of 10 consecutive business days, unless Nasdaq staff exercised discretion to extend such period.
Nasdaq further stated in the 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 the Qualification Halt would remain in place at least until the Company regained compliance with the Publicly Held Shares requirement under Nasdaq Listing Rule 5550(a)(4).
As most recently disclosed in the Company’s Current Report on Form 8-K, 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 affected by the rounding. The Company disclosed that it believed this issuance cures the Nasdaq deficiency for the Publicly Held Shares requirement for continued inclusion under Nasdaq Listing Rule 5550(a)(4). The Form 8-K is available here: https://www.sec.gov/Archives/edgar/data/1648087/000149315226015851/form8-k.htm.
Investor Contact
American Rebel Holdings, Inc.
ir@americanrebel.com
About American Rebel Holdings, Inc.
American Rebel Holdings, Inc. (NASDAQ: AREB; AREBW) is America’s Patriotic Brand. Founded in 2014, the Company has built a portfolio of patriotic lifestyle products including safes, personal security solutions, branded apparel and accessories, and American Rebel Light Beer.
Forward-Looking Statements
This press release contains forward-looking statements within the meaning of the federal securities laws. Forward-looking statements include, without limitation, statements regarding the Company’s Nasdaq listing status; the resumption of trading in the Company’s common stock and warrants; the Company’s belief that the issuance of shares to CEDE & Co. for distribution to stockholders affected by round-lot share rounding cures the Nasdaq Publicly Held Shares deficiency under Nasdaq Listing Rule 5550(a)(4); the Company’s ability to regain, evidence, or maintain compliance with Nasdaq’s continued listing standards; the Company’s ability to satisfy the minimum $1.00 bid price requirement; the Company’s ability to maintain compliance with Nasdaq’s minimum stockholders’ equity requirement; the Company’s continued listing on The Nasdaq Capital Market; the Company’s shareholder base, share count, and transfer-agent and Broadridge reconciliation matters; and the Company’s business strategy, operating plans, growth initiatives, liquidity, capital resources, and future public disclosures.
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Forward-looking statements are based on current expectations, estimates, assumptions, and projections and are subject to significant risks, uncertainties, and changes in circumstances, many of which are outside the Company’s control. Although Nasdaq has announced the resumption of trading in the Company’s securities, there can be no assurance that the Company has regained compliance with all applicable Nasdaq continued listing requirements, that Nasdaq Staff or the Nasdaq Hearings Panel will agree with the Company’s belief that the CEDE & Co. share issuance cures the Publicly Held Shares deficiency, or that the Company will receive any favorable future determination from Nasdaq Staff, the Nasdaq Hearings Panel, the Nasdaq Listing and Hearing Review Council, or any other Nasdaq adjudicatory body.
As previously disclosed, Nasdaq Staff has noted that, under Nasdaq Listing Rule 5810(c)(3)(A), the Company will remain non-compliant with the minimum $1.00 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 Nasdaq Staff exercises its discretion to extend such 10-day period as discussed in Nasdaq Listing Rule 5810(c)(3)(H). The Company can provide no assurance that it will satisfy the minimum bid price requirement for the required period, that Nasdaq Staff will exercise any discretion in the Company’s favor, or that the Company will otherwise be able to maintain compliance with Nasdaq’s continued listing standards. The April 9, 2026 Form 8-K includes the Publicly Held Shares deficiency, bid-price compliance, Qualification Halt, and CEDE & Co. issuance disclosures.
In addition, the Company remains subject to Nasdaq Hearings Panel monitoring for compliance with Nasdaq’s minimum stockholders’ equity requirement under Nasdaq Listing Rule 5550(b)(1). As previously disclosed, the Panel confirmed compliance with the Equity Rule on November 21, 2025 and advised that the Company would be subject to a mandatory one-year Panel monitoring period beginning on that date. During the monitoring period, if Nasdaq Staff determines that the Company is again out of compliance with the Equity Rule, the Company may not be permitted to submit a compliance plan or receive additional Staff-level time to regain compliance, and Nasdaq Staff may issue a Delist Determination Letter. In such event, the Company may request a new hearing before the initial Nasdaq Hearings Panel or a newly convened panel, but there can be no assurance that the Company would receive a favorable determination or that its securities would remain listed on Nasdaq. The Company’s November 24, 2025 Form 8-K describes the one-year Panel monitoring period and related delisting risks.
Actual results could differ materially from those expressed or implied by these forward-looking statements as a result of various factors, including, but not limited to, Nasdaq’s review of the Company’s compliance with continued listing standards; any further decisions, notices, delisting determinations, trading halts, suspension actions, or other actions by Nasdaq Staff, the Nasdaq Hearings Panel, the Nasdaq Listing and Hearing Review Council, or the Nasdaq Board; volatility in the market price and trading volume of the Company’s securities; the Company’s ability to maintain sufficient stockholders’ equity; the Company’s ability to satisfy bid price, Publicly Held Shares, market value, shareholder, corporate governance, and other Nasdaq listing requirements; the effects of the reverse stock split and round-lot share rounding; changes in the Company’s issued and outstanding share count; the timing and accuracy of broker, depository, transfer-agent, and beneficial ownership information; the Company’s ability to raise capital or execute strategic transactions; general market, economic, industry, and regulatory conditions; and the risks described in the Company’s filings with the Securities and Exchange Commission.
Investors are cautioned not to place undue reliance on forward-looking statements, which speak only as of the date of this press release. The Company undertakes no obligation to update or revise any forward-looking statements, whether as a result of new information, future events, Nasdaq determinations, market developments, or otherwise, except as required by applicable law.
SOURCE: American Rebel Holdings
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Exhibit 99.2
American Rebel Holdings, Inc. (NASDAQ:AREB) Announces American Rebel Light Beer Sales Results - Rebel Light Outsells Every Beer at the 2026 NHRA Gatornationals by 40%, Underscoring Strong Alignment with NHRA Fans
American Rebel Light Official Beer Sponsor activation, the American Rebel Light Patriotic Beer Garden, live music on the American Rebel Stage, a high-energy Matt Hagan Total Wine pre-race event, and early on-track success from American Rebel-backed teams highlight growing momentum with consumers, retailers, venue operators, and distribution partners
NASHVILLE, TN / ACCESS Newswire / April 28, 2026 / American Rebel Beverages, a subsidiary of American Rebel Holdings, Inc. (NASDAQ:AREB), today announced that American Rebel Light Beer delivered a breakout performance at the 57th Annual AMALIE Motor Oil NHRA Gatornationals in Gainesville, Florida, where American Rebel Light Beer outsold every other beer offered at the track by 40%, outperformed a top national brand by 600%, and exceeded that brand’s light beer version by 150%.
American Rebel - America’s Patriotic Beer didn’t just show up to the 2026 Amalie Motor Oil NHRA Gatornationals. It took over.
For American Rebel, the weekend was about more than strong sales. Management believes the Gatornationals provided compelling real-world proof that NHRA fans and American Rebel Light Beer are a natural fit. In one of the most patriotic, high-energy, tradition-rich environments in motorsports, fans responded to the brand’s message, taste profile, and full-event activation in a way that translated into visible engagement and measurable sell-through. American Rebel Light is America’s Patriotic Beer, brewed for Americans who love their country and a great-tasting premium light lager.
“NHRA is where our people are,” said Andy Ross, Chairman and Chief Executive Officer of American Rebel Holdings, Inc. “These are fans who love speed, freedom, competition, country, and the full race-day experience. Gainesville showed exactly why American Rebel Light belongs in that environment. Fans didn’t just try the beer - they came back for it, they carried it through the Midway and the grandstands, and they made it clear that America’s Patriotic Beer resonates with this audience.”
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As the Official Beer Sponsor of the Gatornationals, American Rebel Light built one of the weekend’s most visible brand platforms. The American Rebel Light Patriotic Beer Garden anchored the Midway and became a central gathering place for fans throughout race weekend. The American Rebel Stage kept energy high with live music between nitro sessions, including a performance by Ross, extending the brand from beverage choice to full fan experience. From first-round qualifying through final eliminations, American Rebel Light was positioned not simply as a sponsorship asset, but as part of the atmosphere and identity of the event itself.
That alignment was reinforced operationally by Tri-Eagle Sales, American Rebel’s distributor partner across North and North Central Florida, which supported on-site execution, cold-box placement, product delivery, and event-level logistics throughout the weekend. The result was a highly visible, high-velocity activation that showcased the brand’s ability to perform in a competitive, high-volume live-event environment.
The Numbers Don’t Lie: Fan Demand For American Rebel Light Beer Was Overwhelming
“We were incredibly excited by American Rebel’s outstanding performance at the Gatornationals,” said Dylan Witt, District Manager - Southeast, Sodexo Live! Sports Division. “Their team was attentive, responsive, and extremely supportive in helping us execute this event...and I found a new Beer! The brand (American Rebel Light) truly resonated with consumers, and the sales results exceeded all expectations. This success has energized our team, and we are actively exploring additional opportunities to support American Rebel across other venues we manage throughout the Southeast. We see great potential for growth and look forward to expanding our partnership.”
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The momentum extended well beyond the track. On the Thursday before race weekend, American Rebel hosted a high-energy meet-and-greet and sampling event with four-time NHRA Funny Car World Champion Matt Hagan at Total Wine & More in Gainesville. Fans lined up well before Hagan arrived, stretching through the lobby and out the door. The event sold more than 50 twelve-packs in a single activation, making it one of the strongest chain-level sampling events in the brand’s history and providing another clear signal that trial is converting into purchase.
“We knew the event would be strong, but the turnout blew us away,” said Todd Porter, President of American Rebel Beverages. “What we saw in Gainesville - both at retail and at the track - is exactly what we want our distribution partners, retail accounts, and venue operators to see: when consumers taste Rebel Light and experience the brand in the right setting, they buy it. That kind of trial-to-purchase conversion matters, and it gives us confidence as we continue to expand in Florida and other key markets.”
“Florida is a cornerstone state for American Rebel Light Beer in 2026, and partnering with Tri-Eagle Sales is a game-changer,” said Ross. “Tri-Eagle’s market relationships, logistics strength, and disciplined execution will help us turn growing retailer demand into real retail velocity.”
American Rebel believes the Gatornationals weekend also demonstrates a broader commercial point for wholesalers, retailers, and on-premise partners: American Rebel Light is built for high-engagement occasions. The brand’s patriotic positioning, approachable taste profile, race-day energy, and integrated activation model created a powerful combination that drove both traffic and sales. For on-premise operators and venue partners, the weekend showed the brand’s ability to hold its own in a crowded, competitive environment. For off-premise retailers, the Total Wine event showed the power of sampling, athlete association, and merchandising to convert interest into immediate sell-through. For distributors, the event offered a scalable playbook that combines sponsorship, field execution, consumer trial, and retail follow-through.
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America’s Beer. America’s Race. America’s Fans.
At 110 calories, 4g of carbs, 4.2% ABV, and zero corn, rice, or shortcuts, American Rebel Light is built for the NHRA and American Rebel fans who showed up in Gainesville and chose it overwhelmingly over every other option. The 2026 Gatornationals proved that when you put America’s Patriotic Beer in front of the right crowd, they don’t just try it - they come back for more.
America’s Patriotic, God-Fearing, Constitution-Loving, National Anthem-Singing, Stand-Your-Ground Beer
American Rebel Racing’s 2026 NHRA presence also helped put the brand front-and-center with one of motorsports’ most loyal fan bases. At the season-opening Gatornationals, both Matt Hagan in Funny Car and Leah Pruett in Top Fuel opened eliminations with first-round victories, while John Hall rode the American Rebel Light Pro Stock Motorcycle all the way to the final round. Management believes that opening-race performance reinforced the energy around the American Rebel brand at the track and extended the weekend’s momentum beyond beer sales alone.
That momentum has continued through the early part of the 2026 NHRA season. Hagan followed Gainesville by winning the historic 1,000th Funny Car race in NHRA history at the Lucas Oil NHRA Winternationals in Pomona. Pruett reached the final round in Phoenix in just her second race back in Top Fuel competition, and unofficial NHRA points following the fourth event of the season listed Hagan second in Funny Car, Pruett third in Top Fuel, and Hall third in Pro Stock Motorcycle. The Company’s driver lineup at Gainesville included Leah Pruett in Top Fuel, Matt Hagan in Funny Car, and John Hall in Pro Stock Motorcycle, giving American Rebel Light Beer meaningful on-track exposure across multiple premier NHRA classes at the very start of the season.
“We’re proud of what the NHRA Gatornationals weekend represented in beer sales at the track,” Porter added. “This was not just a sponsorship. It was a brand statement. Our American Rebel Beer Garden, our race-team relationships, our music, our retail event, and our distributor execution all came together to create an unforgettable fan experience. That matters to consumers, and it matters to the accounts and partners who want brands that can create energy, sell product, and build repeat business with American Rebel Light Beer.”
American Rebel Light is positioned as a premium domestic light lager crafted for consumers who want a crisp, easy-drinking beer with a cleaner ingredient story and a bold brand identity. With approximately 110 calories, 4 grams of carbohydrates, and 4.2% ABV per 12-ounce serving, American Rebel Light is brewed with a 100% all-malt recipe and without the corn, rice, or added sweetener shortcuts often associated with mass-market light beer. Brewed in La Crosse, Wisconsin by City Brewing Company, with recipe development in partnership with the AlcSource beverage innovation team, the product is built for consistency, scale, and broad consumer appeal.
Since launch, American Rebel Light has continued to expand under a Distributor-First growth strategy, securing distribution agreements across 18 states and building placements in both on-premise and off-premise accounts. Management believes the Gatornationals performance provides a strong proof point for future growth discussions with chain buyers, independent retailers, venue operators, and distributors seeking brands that can generate authentic consumer connection and visible market momentum.
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“Gainesville was another milestone weekend for American Rebel Light,” Ross said. “For retail investors, it showed consumer demand. For retailers and establishments, it showed velocity. For wholesalers and venue partners, it showed execution. And for American Rebel Light Beer, it reinforced something we believe strongly: when America’s Patriotic Beer is placed in front of the right crowd, it wins.”
PUT A CAN IN YOUR HAND: A BETTER-FOR-YOU PREMIUM LIGHT LAGER BUILT TO WIN
American Rebel Light Beer is America’s Patriotic Beer-crafted for beer drinkers who want a crisp, clean, easy-drinking domestic light lager with a “better-for-you” profile, aligned with a brand that celebrates freedom and the American spirit. It’s the only BEER we’re DRINKIN’ ROUND HERE.
American Rebel Light Beer is positioned as a premium domestic light lager brewed for taste, quality, and consistency at scale-highlighting:
| ● | 110 calories per 12 oz |
| ● | 4g carbs per 12 oz |
| ● | 4.2% ABV |
| ● | 100% all-malt recipe with no adjuncts / corn syrups / rice extracts |
| ● | Cold, extended fermentation for crisp taste and “brilliant” clarity |
| ● | Brewed in La Crosse, Wisconsin by City Brewing Company with recipe development in partnership with the AlcSource beverage innovation team |
About American Rebel Light Beer
Brewed for patriots who love their country, American Rebel Light Beer is a premium domestic light lager-crisp, clean, all-natural, and bold-crafted for beer drinkers who want full-flavor refreshment with a lighter feel. With approximately 100 calories, 3.2g of carbohydrates, and 4.3% ABV per 12 oz serving, American Rebel Light is brewed without corn, rice, or added sweeteners that are common in many mass-produced light beers. Since its launch in April 2024, American Rebel Light Beer has rolled out in 18 states and continues to expand nationwide as America’s Patriotic, “healthy-for-you” light beer brewed for patriots who love this country. Anchored by its signature brand statement “America’s Patriotic, God-Fearing, Constitution-Loving, National Anthem-Singing, Stand-Your-Ground Beer,” it celebrates freedom, Life, Liberty, and the pursuit of the American Dream, inspiring consumers to Stand Tall, Stand Proud, Be Loud.
Headquartered in Nashville, Tennessee, American Rebel Light Beer is proudly served in leading honky-tonk establishments up and down Lower Broadway, bringing patriotic refreshment to the heart of Music City. The brand pursues a Distributor-First growth strategy, prioritizing strong partnerships with leading wholesalers to rapidly expand retail and on-premise availability, accelerate placements in chains and key accounts, and build nationwide momentum through consistent execution and consumer access.
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Since its launch in September 2024, American Rebel Light Beer has executed distribution agreements with top-tier partners in Tennessee, Connecticut, Kansas, Kentucky, Ohio, Iowa, Missouri, North Carolina, Florida, Indiana, Virginia, Mississippi, Minnesota, Arkansas, Pennsylvania, Massachusetts, West Virginia and most recently Alabama.
For more information, visit www.americanrebelbeer.com.
Retail and Distribution Inquiries
Todd Porter
President, American Rebel Beverages
tporter@americanrebelbeer.com
About American Rebel Holdings, Inc. (NASDAQ:AREB)
American Rebel Holdings, Inc. is a diversified patriotic lifestyle company headquartered in Nashville, Tennessee. Originally known for its branded safes and personal security products, the Company has expanded into the beverage, apparel, and accessories markets. Through American Rebel Beverages, the Company markets American Rebel Light Beer, a premium domestic light lager that continues to gain recognition as America’s Patriotic Beer. American Rebel Holdings leverages its patriotic brand identity, consumer lifestyle positioning, and growing distribution network to build a scalable national platform across multiple consumer categories.
For more information, visit www.americanrebel.com and www.americanrebelbeer.com.
Watch the American Rebel Story as told by our CEO Andy Ross: THE AMERICAN REBEL STORY
Forward-Looking Statements
This press release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements include, without limitation, statements regarding the Company’s expectations, beliefs, plans, intentions, strategies, prospects, and anticipated results of operations, including statements concerning: the significance of the Company’s sales performance and fan engagement at the 2026 AMALIE Motor Oil NHRA Gatornationals; the degree to which the Company’s historical performance at that event may translate into future consumer demand, reorder activity, sales velocity, repeat purchases, or sustained account performance; the expected benefits of the Company’s sponsorships, race-team affiliations, venue partnerships, sampling programs, retailer activations, music programming, and branded fan experiences; the anticipated marketing, consumer-engagement, retail, distribution, and commercial benefits associated with the competitive performance, race results, season-long momentum, points standings, and public visibility of American Rebel-sponsored drivers and teams, including Matt Hagan, Leah Pruett, Tony Stewart, and John Hall; the Company’s ability to convert event-level exposure, athlete endorsements, retailer interest, and distributor support into long-term placements, expanded authorizations, new venue opportunities, additional state coverage, increased depletions, and profitable growth; the Company’s expectations regarding its Distributor-First growth strategy; the Company’s ability to secure, maintain, and expand relationships with wholesalers, retailers, chains, venue operators, and other channel partners; the anticipated commercial impact of the Company’s marketing, brand-awareness, and experiential activation efforts; the scalability of the Company’s activation model in other markets and motorsports or live-event environments; and the Company’s future business, operating, financial, and market performance.
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Statements that are not historical facts are forward-looking statements. Words such as “believes,” “expects,” “intends,” “plans,” “may,” “will,” “could,” “should,” “seeks,” “targets,” “projects,” “anticipates,” “estimates,” “opportunity,” “potential,” “continue,” and similar expressions are intended to identify forward-looking statements, although not all forward-looking statements contain these identifying words. Forward-looking statements are based on current expectations, estimates, assumptions, and projections that are inherently subject to change and involve known and unknown risks and uncertainties, many of which are beyond the Company’s control.
Actual results may differ materially from those indicated by forward-looking statements due to a variety of factors, including, without limitation: the risk that historical event-specific sales results, including the Company’s performance at the Gatornationals and at the Gainesville Total Wine & More activation, may not be replicated in future events, retail accounts, venue settings, or geographic markets; the risk that consumer trial may not translate into repeat purchases, sustained sell-through, depletions, or reorder patterns; the risk that discussions, expressions of interest, or exploratory conversations with venue operators, chains, retailers, wholesalers, or distribution partners may not result in executed agreements, expanded authorizations, purchase orders, or lasting placements; the risk that race results, season-opening momentum, points standings, athlete visibility, or fan response may not translate into future consumer demand, lasting brand awareness, retailer adoption, reorders, or increased sales; the ability of the Company’s distributors, wholesalers, retailers, venue operators, and promotional partners to execute merchandising, cold-box placement, product delivery, sampling, signage, and other sales-building activities in the manner anticipated; the Company’s ability to maintain sufficient production capacity, inventory availability, packaging supply, product freshness, and logistics support to meet demand; disruptions in manufacturing, supply chain, freight, glass, cans, cartons, ingredients, or co-packing; the Company’s dependence on third parties for brewing, packaging, logistics, event execution, and retail activation; competitive pressures in the beer and broader beverage categories, including competition from established domestic light beer brands, craft brands, flavored malt beverages, spirits-based ready-to-drink products, and non-alcohol alternatives; changes in consumer preferences, purchasing behavior, or price sensitivity; inflationary pressures and adverse macroeconomic conditions; seasonality, weather, travel patterns, and live-event attendance fluctuations; the Company’s ability to obtain and maintain federal, state, and local licenses, permits, label approvals, and other regulatory authorizations; changes in laws and regulations applicable to alcoholic beverages, including distribution restrictions, franchise laws, tied-house rules, sampling rules, retailer policies, marketing limitations, and excise taxes; reputational risks and the Company’s ability to maintain brand perception and consumer goodwill; the availability and participation of spokespersons, athletes, teams, event organizers, broadcasters, venue partners, and retailers in future promotions or activations; the performance and continued visibility of sponsored race teams and athletes; the Company’s ability to effectively deploy marketing capital and realize acceptable returns on sponsorships and experiential programs; the Company’s ability to manage working capital, service obligations, and access additional financing or capital when needed; the risk of dilution from future equity issuances or other financings; volatility in the trading price of the Company’s common stock; the Company’s ability to maintain compliance with Nasdaq continued listing requirements; and the other risks and uncertainties described from time to time in the Company’s filings with the U.S. Securities and Exchange Commission, 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, subsequent Quarterly Reports on Form 10-Q, and Current Reports on Form 8-K.
Readers are cautioned not to place undue reliance on forward-looking statements. Historical results discussed in this press release, including event-specific sales comparisons, sampling outcomes, race results, and points standings, should not be regarded as necessarily indicative of future results, future market acceptance, or future performance in any other account, venue, territory, or race event. Forward-looking statements speak only as of the date they are made, and the Company undertakes no obligation to update or revise any forward-looking statements, whether as a result of new information, future events, or otherwise, except as required by law.
Investor Contact
American Rebel Holdings, Inc.
ir@americanrebel.com
SOURCE: American Rebel Holdings
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