American Rebel (NASDAQ: AREB) trades 490 preferred for 2.45M common shares

Rhea-AI Filing Summary

American Rebel Holdings, Inc. reported new financing actions with Streeterville Capital on February 25, 2026. The company directed Lakeside Bank to release $250,000 from a controlled deposit account tied to a previously issued $5,470,000 secured promissory note, providing additional cash to the business.

On the same date, American Rebel and Streeterville executed five exchange agreements converting 490 shares of Series E Preferred Stock, previously issued under an August 2025 note purchase agreement, into 2,450,000 shares of common stock. These common shares were issued in a private, unregistered transaction relying on Section 4(a)(2) and/or Regulation D exemptions, and are restricted securities subject to resale limitations.

Insights

Capital markets analyst

American Rebel converts preferred into common stock and unlocks cash from a controlled account.

American Rebel released $250,000 from a deposit account at Lakeside Bank that was tied to a $5,470,000 secured promissory note with Streeterville Capital. This follows an earlier funding structure where most note proceeds were held under a Deposit Account Control Agreement.

The company also exchanged 490 shares of Series E Preferred Stock for 2,450,000 common shares through five similar exchange agreements. This simplifies Streeterville’s position by moving from preferred equity into common stock, while increasing the public equity float. The exchange and issuance were structured as private, exempt offerings, so the new shares are restricted and subject to resale constraints under Rule 144.

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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) February 25, 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 3rd 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 1.01. Entry into a Material Definitive Agreement.

Streeterville Capital Funds Release

As previously disclosed, on June 26, 2025, the Company entered into a note purchase agreement with Streeterville Capital, LLC (“Streeterville”) pursuant to which the Company issued and sold to Streeterville a secured promissory note in the original principal amount of $5,470,000. On the Closing Date, Streeterville paid $375,000.00 to the Company and $4,625,000 was sent to an account at Lakeside Bank owned by the Company’s newly formed wholly-owned subsidiary, ARH Sub, LLC, a Utah limited liability company, to be held pursuant to the Deposit Account Control Agreement (“DACA”). On February 25, 2026, Streeterville and ARH Sub sent joint instructions to Lakeside Bank to release $250,000 from the DACA to the Company.

Streeterville Exchange Agreements

On February 25, 2026, the Company entered into five 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 490 shares of Series E Preferred Stock for 2,450,000 shares of common stock.

The form of Exchanges were 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 February 25, 2026, the Company issued Streeterville 2,450,000 shares of common stock pursuant to the exchanges set forth in Item 1.01 above.

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 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit Number		Description
10.1		Form of Streeterville Series E Preferred Exchange Agreement
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: March 6, 2026	By:	/s/ Charles A. Ross, Jr.
		Charles A. Ross, Jr.
		Chief Executive Officer

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FAQ

What financing step did American Rebel (AREB) take with Streeterville on February 25, 2026?

American Rebel and Streeterville instructed Lakeside Bank to release $250,000 from a deposit account controlled under a prior note agreement. This cash had been part of the $5,470,000 secured promissory note proceeds held under a Deposit Account Control Agreement.

How many American Rebel (AREB) shares were issued in the Streeterville exchange?

American Rebel issued 2,450,000 shares of common stock to Streeterville. These shares were issued in exchange for 490 shares of Series E Preferred Stock under five exchange agreements executed on February 25, 2026, converting part of Streeterville’s preferred position into common equity.

What securities did American Rebel (AREB) exchange with Streeterville Capital?

American Rebel and Streeterville agreed to exchange and convert 490 shares of Series E Preferred Stock into 2,450,000 shares of common stock. The Series E Preferred Stock had been issued previously under an August 22, 2025 note purchase agreement between the parties.

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

The 2,450,000 American Rebel common shares issued to Streeterville were not registered with the SEC. The company relied on Section 4(a)(2) and/or Regulation D exemptions as private transactions, so the shares are restricted and subject to resale limitations.

What exemptions did American Rebel (AREB) rely on for the Streeterville share issuance?

American Rebel relied on Section 4(a)(2) of the Securities Act and/or Regulation D for the Streeterville exchanges. The company stated there was no general solicitation, and the resulting securities are classified as restricted under Rule 144(a)(3) with appropriate restrictive legends.

What prior agreement governs American Rebel’s (AREB) Series E Preferred held by Streeterville?

The Series E Preferred Stock exchanged on February 25, 2026 was originally issued to Streeterville under a Note Purchase Agreement dated August 22, 2025. That agreement led to Streeterville holding 2,000 Series E Preferred shares, of which 490 were converted in this exchange.

Filing Exhibits & Attachments

5 documents

Agreements & Contracts

• EX-10.1 EX-10.1 34.1 KB

Other Documents

• EX-101 XBRL SCHEMA FILE 3.7 KB
• EX-101 XBRL DEFINITION FILE 26.0 KB
• EX-101 XBRL LABEL FILE 35.7 KB
• EX-101 XBRL PRESENTATION FILE 24.6 KB