Who was involved in the 175,000-share sale mentioned in AREB's 8-K?

The sale of 175,000 shares of American Rebel Holdings' common stock referenced in the correction involved Corey Lambrecht , who serves as the company’s President/COO and is also a director .

American Rebel (NASDAQ: AREB) boosts Series D preferred shares, fixes Form 4 error

Q: What change did American Rebel Holdings (AREB) make to its Series D Convertible Preferred Stock?

The board of American Rebel Holdings, Inc. approved an amendment to the certificate of designation for its Series D Convertible Preferred Stock , effective September 24, 2025. This amendment increases the number of authorized Series D preferred shares from 500,000 to 3,000,000 . The amended certificate of designation is filed as Exhibit 4.1.

Q: What Form 4 reporting error did AREB disclose in this 8-K?

The company reported an administrative error in a prior Form 4 related to the sale of 175,000 shares of common stock by Corey Lambrecht, its President/COO and a director. The original Form 4 incorrectly showed the price per share as $202,387.42 . The correct price per share was $1.16 , and the correct aggregate gross proceeds were $202,387.42 .

Q: How is American Rebel Holdings responding to the Form 4 error?

The company states that it has taken steps to amend the Form 4 with the Securities and Exchange Commission to correct the per-share price. It also confirms that no other transactions were impacted and notes that this disclosure is being made under Regulation FD to ensure fair disclosure to all investors.

Q: What exhibits are included with American Rebel Holdings' latest 8-K filing?

The filing lists an exhibit for the Amended Certificate of Designation of Series D Convertible Preferred Stock dated September 24, 2025, identified as Exhibit 4.1 . It also references the Cover Page Interactive Data File as Exhibit 104.

Filing Impact

(Moderate)

Filing Sentiment

(Neutral)

Form Type

8-K

Rhea-AI Filing Summary

American Rebel Holdings, Inc. filed a current report describing a change to its preferred stock and a correction to a prior insider trading report. Effective September 24, 2025, the board amended the certificate of designation for its Series D Convertible Preferred Stock to increase the number of authorized Series D shares from 500,000 to 3,000,000. The amended certificate is included as an exhibit.

The company also disclosed that a previously filed Form 4 for President/COO and director Corey Lambrecht contained a clerical error. The Form 4 had incorrectly listed the price per share for a sale of 175,000 common shares as $202,387.42, instead of the correct price of $1.16 per share, which produced aggregate gross proceeds of $202,387.42. The company states that this mistake did not affect the substance of the transaction or its financial position, and it is amending the Form 4 while confirming that no other transactions were affected.

8-K Event Classification

3 items: 5.03, 7.01, 9.01

3 items

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year Governance

The company amended its charter documents, bylaws, or changed its fiscal year.

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.

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Accepted by SEC EDGAR 09/25/2025 - 06:10 AM

FAQ

What change did American Rebel Holdings (AREB) make to its Series D Convertible Preferred Stock?

The board of American Rebel Holdings, Inc. approved an amendment to the certificate of designation for its Series D Convertible Preferred Stock, effective September 24, 2025. This amendment increases the number of authorized Series D preferred shares from 500,000 to 3,000,000. The amended certificate of designation is filed as Exhibit 4.1.

What Form 4 reporting error did AREB disclose in this 8-K?

The company reported an administrative error in a prior Form 4 related to the sale of 175,000 shares of common stock by Corey Lambrecht, its President/COO and a director. The original Form 4 incorrectly showed the price per share as $202,387.42. The correct price per share was $1.16, and the correct aggregate gross proceeds were $202,387.42.

Did the Form 4 price error affect American Rebel Holdings' financial position?

According to the company, the misstatement of the price per share on the earlier Form 4 arose from a clerical mistake and did not affect the substance of the transaction or any material aspects of American Rebel Holdings' financial position.

How is American Rebel Holdings responding to the Form 4 error?

The company states that it has taken steps to amend the Form 4 with the Securities and Exchange Commission to correct the per-share price. It also confirms that no other transactions were impacted and notes that this disclosure is being made under Regulation FD to ensure fair disclosure to all investors.

What exhibits are included with American Rebel Holdings' latest 8-K filing?

The filing lists an exhibit for the Amended Certificate of Designation of Series D Convertible Preferred Stock dated September 24, 2025, identified as Exhibit 4.1. It also references the Cover Page Interactive Data File as Exhibit 104.

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 24, 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 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

Effective September 24, 2025, the Company’s board of directors approved amending the certificate of designation of the Company’s Series D Convertible Preferred Stock to increase the number of authorized shares from 500,000 to 3,000,000. The amended certificate of designation is attached hereto as Exhibit 4.1.

Item 7.01 Regulation FD Disclosure.

On September 24, 2025, the Company became aware of an administrative error in the initial reporting of a transaction on Form 4 involving the sale of 175,000 shares of the Company’s common stock by Corey Lambrecht, President/COO and a director of the Company. The error inaccurately stated the price per share as $202,387.42, whereas the correct price per share was $1.16, resulting in aggregate gross proceeds of $202,387.42. This error arose from a clerical mistake in the preparation of the Form 4 filing and did not affect the substance of the transaction or any material aspects of the Company’s financial position. The Company has taken steps to amend the Form 4 filing with the Securities and Exchange Commission and confirms that no other transactions were impacted. This disclosure is being made pursuant to Regulation FD to ensure fair disclosure to all investors.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit Number		Description

4.1		Amended Certificate of Designation of Series D Convertible Preferred Stock dated September 24, 2025
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: September 25, 2025	By:	/s/ Charles A. Ross, Jr.
		Charles A. Ross, Jr.
		Chief Executive Officer

Source: View Original Filing on SEC EDGAR