American Rebel issues shares on preferred conversion

American Rebel Holdings, Inc. reported that on September 25, 2025 it authorized the issuance of a total of 350,000 shares of common stock upon the conversion of Series A Convertible Preferred Stock held by two senior executives.

Rhea-AI Filing Summary

American Rebel Holdings, Inc. reported that on September 25, 2025 it authorized the issuance of a total of 350,000 shares of common stock upon the conversion of Series A Convertible Preferred Stock held by two senior executives. The Company issued 175,000 common shares to Chairman and CEO Charles A. Ross, Jr. and 175,000 common shares to President, COO and director Corey Lambrecht, each in exchange for 350 shares of Series A Convertible Preferred Stock.

The common shares are being issued as unregistered securities in reliance on the private offering exemption in Section 4(a)(2) of the Securities Act of 1933, as amended. The Company states that the recipients are accredited investors with the experience and financial means to evaluate and bear the risks of their investment. The report also lists an exhibit referencing a press release titled “Bank of America Default Resolution” dated September 26, 2025.

8-K Event Classification

2 items: 3.02, 9.01

2 items

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, or exhibit attachments filed with this report.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What securities did American Rebel Holdings (AREB) issue in this 8-K?

The Company authorized the issuance of a total of 350,000 shares of common stock upon the conversion of Series A Convertible Preferred Stock held by two executives.

Which American Rebel (AREB) executives received common stock in this transaction?

Charles A. Ross, Jr., the Chairman and CEO, and Corey Lambrecht, the President, COO and a director, each received 175,000 shares of common stock.

What preferred stock was converted into common shares at American Rebel (AREB)?

Each executive converted 350 shares of Series A Convertible Preferred Stock into 175,000 shares of common stock, for a combined 700 preferred shares converted.

Were the new American Rebel (AREB) shares registered with the SEC?

No. The common shares will not be registered under the Securities Act of 1933 and are being issued in reliance on the Section 4(a)(2) exemption for private offerings.

Why could American Rebel (AREB) rely on Section 4(a)(2) for this issuance?

The Company states that the recipients are accredited investors with sufficient experience to evaluate the investment and the financial means to bear the risks.

What exhibit is included with this American Rebel (AREB) 8-K filing?

The filing includes an exhibit for a Bank of America Default Resolution Press Release dated September 26, 2025, and a cover page interactive data file.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Accepted by SEC EDGAR 09/29/2025 - 02:16 PM Learn about SEC filing dates

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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 25, 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 3.02 Sale of Unregistered Securities.

On September 25, 2025, the Company authorized the issuance of 175,000 shares of common stock to Charles A. Ross, Jr., the Company’s Chairman and CEO, upon the conversion of 350 shares of Series A Convertible Preferred Stock.

On September 25, 2025, the Company authorized the issuance of 175,000 shares of common stock to Corey Lambrecht, the Company’s President, COO and a director, upon the conversion of 350 shares of Series A Convertible Preferred Stock.

The issuance of the shares of Common 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 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
99.1		Bank of America Default Resolution Press Release dated September 26, 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 29, 2025	By:	/s/ Charles A. Ross, Jr.
		Charles A. Ross, Jr.
		Chief Executive Officer

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