AMERICAN REBEL HOLDINGS INC
For the period ended Dec 31, 2025. Filed Mar 31, 2026.
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A company's yearly report to the SEC, with audited financial statements. It is the fullest account a company gives of its business, its finances and the risks it sees.
FY2025 · Filed Mar 31, 2026
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31,2025
☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from __________ to __________
Commission file number001-41267
AMERICAN REBEL HOLDINGS, INC.
(Exact name of registrant as specified in its charter)
| nevada | 47-3892903 |
|---|---|
| State or other jurisdiction of incorporation or organization | (I.R.S. 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
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 | AREB | The Nasdaq Stock Market LLC |
| Common Stock Purchase Warrants | AREBW | The Nasdaq Stock Market LLC |
Securities registered pursuant to Section 12(g) of the Act: None
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☐No ☒
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes ☐No ☒
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☐No ☒
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
| Large accelerated filer | ☐ | Accelerated filer | ☐ |
|---|---|---|---|
| Non-accelerated filer | ☒ | Smaller reporting company | ☒ |
| 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. ☐
Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report.☐
If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements.☐
Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b). ☐
Indicate by check mark whether the registrant is a shell company (as defined in rule 12b-2 of the Exchange Act). Yes ☐ No☒
The aggregate market value of the voting and non-voting common equity held by non-affiliates was approximately $8,647,718.94 on June 30, 2025 based on the closing price per common share of $504.00 on that date.
The number of shares of the registrant’s common stock issued and outstanding as of March 30, 2026, was 233,366 shares.
Documents incorporated by reference: None
TABLE OF CONTENTS
| PART I | ||
|---|---|---|
| ITEM 1. | Business | 4 |
| ITEM 1A. | Risk Factors | 15 |
| ITEM 1B. | Unresolved Staff Comments | 36 |
| ITEM 2. | Properties | 37 |
| ITEM 3. | Legal Proceedings | 38 |
| ITEM 4. | Mine Safety Disclosures | 38 |
| PART II | ||
| ITEM 5. | Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities | 39 |
| ITEM 6. | [Reserved] | 44 |
| ITEM 7. | Management’s Discussion and Analysis of Financial Condition and Results of Operations | 45 |
| ITEM 7A. | Quantitative and Qualitative Disclosures About Market Risk | 51 |
| ITEM 8. | Financial Statements and Supplementary Data | 52 |
| ITEM 9. | Changes in and Disagreements with Accountants on Accounting and Financial Disclosure | 53 |
| ITEM 9A. | Controls and Procedures | 53 |
| ITEM 9B. | Other Information | 54 |
| ITEM 9C. | Disclosure Regarding Foreign Jurisdictions that Prevent Inspections | 54 |
| PART III | ||
| ITEM 10. | Directors, Executive Officers and Corporate Governance | 55 |
| ITEM 11. | Executive Compensation | 60 |
| ITEM 12. | Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters | 64 |
| ITEM 13. | Certain Relationships and Related Transactions, and Director Independence | 65 |
| ITEM 14. | Principal Accountant Fees and Services | 67 |
| PART IV | ||
| ITEM 15. | Exhibits and Financial Statement Schedules | 68 |
| SIGNATURES | 72 | |
| CERTIFICATIONS | ||
FORWARD-LOOKING STATEMENTS
This Annual Report on Form 10-K (“Annual Report” or “Report”) contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”) and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). These forward-looking statements are not historical facts but rather are based on current expectations, estimates and projections. We may use words such as “may,” “could,” “should,” “anticipate,” “expect,” “project,” “position,” “intend,” “target,” “plan,” “seek,” “believe,” “foresee,” “outlook,” “estimate” and variations of these words and similar expressions to identify forward-looking statements. These statements are not guarantees of future performance and are subject to certain risks, uncertainties and other factors, some of which are beyond our control, are difficult to predict and could cause actual results to differ materially from those expressed or forecasted. These risks and uncertainties include the following:
| ● | the risks and other factors described under the caption “Risk Factors” under Item 1A of this Annual Report on Form 10-K; |
| ● | our ability to efficiently manage and repay our debt obligations; |
| ● | our ability to maintain compliance with the continued listing standards of Nasdaq; |
| ● | the effect of new tariffs on our business and financial condition; |
| ● | risk that we will not be able to remediate identified material weaknesses in our internal control over financial reporting and disclosure controls and procedures; |
| ● | our failure to timely file certain periodic reports with the SEC and our prior restatements have had, and may in the future have further, material adverse consequences to our business, our financial condition, results of operations and our cash flows; |
| ● | the outcome of current litigation; |
| ● | future acquisitions and operations of new manufacturing facilities and/or sales organizations might prove unsuccessful and could fail; |
| ● | our inability to raise additional financing for working capital, especially related to purchasing critical inventory; |
| ● | our ability to generate sufficient revenue in our targeted markets to support operations; |
| ● | significant dilution resulting from our financing activities: |
| ● | actions and initiatives taken by both current and potential competitors; |
| ● | shortages of components and materials, as well as supply chain disruptions, may delay or reduce our sales and increase our costs, thereby harming our results of operations; |
| ● | we do not have long-term purchase commitments from our customers, and their ability to cancel, reduce, or delay orders could reduce our revenue and increase our costs; |
| ● | our success depends on our ability to introduce new products that track customer preferences; |
| ● | if we are unable to protect our intellectual property, we may lose a competitive advantage or incur substantial litigation costs to protect our rights; |
| ● | as a significant portion of our revenues are derived by demand for our safes and the personal security products for firearms storage, we depend on the availability and regulation of ammunition and firearm storage; |
| ● | our future operating results; |
| ● | our ability to diversify our operations; |
| ● | our inability to effectively meet our short- and long-term obligations; |
| ● | the fact that our accounting policies and methods are fundamental to how we report our financial condition and results of operations, and they may require management to make estimates about matters that are inherently uncertain; |
| ● | given our limited corporate history, it is difficult to evaluate our business and future prospects and increases the risks associated with an investment in our securities; |
| ● | adverse state or federal legislation or regulation that increases the costs of compliance, or adverse findings by a regulator with respect to existing operations; |
| ● | changes in generally accepted accounting principles in the United States (or “U.S. GAAP”) or in the legal, regulatory and legislative environments in the markets in which we operate; |
| ● | deterioration in general or global economic, market and political conditions; |
| ● | inability to efficiently manage our operations; |
| ● | inability to achieve future operating results; |
| ● | the unavailability of funds for capital expenditures; |
| ● | our ability to recruit and hire key employees; |
| ● | the inability of management to effectively implement our strategies and business plans; |
| ● | our business prospects; |
| ● | any contractual arrangements and relationships with third parties; |
| ● | the dependence of our future success on the general economy; |
| ● | any possible financings; and |
| ● | the adequacy of our cash resources and working capital. |
Because the factors referred to above could cause actual results or outcomes to differ materially from those expressed in any forward-looking statements made by us, you should not place undue reliance on any such forward-looking statements. New factors emerge from time to time, and their emergence is impossible for us to predict. In addition, we cannot assess the impact of each factor on our business or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those contained in any forward-looking statements.
This Annual Report should be read completely and with the understanding that actual future results may be materially different from what we expect. The forward-looking statements included in this Annual Report are made as of the date of this Annual Report and should be evaluated with consideration of any changes occurring after the date of this Annual Report. We will not update forward-looking statements even though our situation may change in the future and we assume no obligation to update any forward-looking statements, whether as a result of new information, future events or otherwise.
Except as otherwise indicated by the context, references in this Annual Report to “Company,” “American Rebel Holdings,” “American Rebel,” “we,” “us” and “our” are references to American Rebel Holdings, Inc. and its operating subsidiaries, American Rebel Beverages, LLC, American Rebel, Inc., Champion Safe Co., Inc., Superior Safe, LLC, Safe Guard Security Products, LLC, Champion Safe De Mexico, S.A. de C.V. and American Rebel Licensing NIL I, Inc. All references to “USD” or United States Dollar refer to the legal currency of the United States of America.
AVAILABLE INFORMATION
We file annual, quarterly and special reports and other information with the SEC. You can read these SEC filings and reports over the Internet at the SEC’s website at www.sec.gov. You can also obtain copies of the documents at prescribed rates by writing to the Public Reference Section of the SEC at 100 F Street, NE, Washington, DC 20549 on official business days between the hours of 10:00 am and 3:00 pm. Please call the SEC at (800) SEC-0330 for further information on the operations of the public reference facilities. We will provide a copy of our Annual Report to security holders, including audited financial statements, at no charge, upon receipt of a written request to us at American Rebel Holdings, Inc., 218 3 rd Avenue North, #400, Nashville, Tennessee 37201.
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.