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AMERICAN REBEL HOLDINGS INC

For the period ended Dec 31, 2025. Filed Mar 31, 2026.

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FY2025 · Filed Mar 31, 2026

AREB$0.31-9.0%Stored close · as of Jul 8, 2026

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Item 9B. Other Information

Agile Exchange and Settlement Agreement

On March 24, 2026, (the “Closing Date”), the Company entered into an Exchange and Settlement Agreement (the “Securities Exchange Agreement”) with Agile Capital Funding, LLC (“Agile”).

The Company previously entered into that certain Business Loan and Security Agreement (the “Loan Agreement”), pursuant to which Agile extended a term loan to the Company in an original principal amount of $787,500 dated December 4, 2025.

Pursuant to the Securities Exchange Agreement, AREB and Agile exchanged $525,000 of the loan balance due pursuant to the Loan Agreement for 98,000 shares of the Company’s Series D Convertible Preferred Stock (the “Conversion Shares”), valued at $7.50 per share.

Upon consummation of the exchange, the Loan Agreement, the portion of the loan balance totaling $525,000 and a fee of $210,000 set forth in the Securities Exchange Agreement are fully satisfied.

The Securities Exchange Agreement included representations, warranties and covenants by the Company and Agile that are customary for a transaction of this type. The Company is required to file a registration statement on Form S-1 to register the Conversion Shares within three (3) business days of executing the Securities Exchange Agreement or the filing of the Company’s FY2025 annual report for the period ended December 31, 2025, whichever is the later. If the Company fails to file the registration statement within such timeframe, the total number of shares of Series D Convertible Preferred Stock issuable under the Securities Exchange Agreement shall automatically increase by ten percent.

The foregoing description of the Securities Exchange Agreement is not a complete description of all of the parties’ rights and obligations under the Securities Exchange Agreement, and is qualified in its entirety by reference to the Securities Exchange Agreement, a copy of which is filed as Exhibit 10.86 to this Annual Report on Form 10-K.

218 LLC Purchase and Exchange Agreement

On March 19, 2026, the Company entered into a Purchase and Exchange Agreement among an investor (the “Purchaser”) and 218 LLC (the “Seller”), pursuant to which the Purchaser agreed to purchase from the Seller a portion ($250,012.50) of a promissory note dated September 15, 2025 in the original principal amount of $11,700,000 (the “Note”).

Contemporaneously with assignment of the assigned note portion to the Purchaser, the Company exchanged the $250,012.50 of assigned note portion for 33,335 shares of the Company’s common stock as a 3(a)(9) exchange.

At any time during the ninety days after the initial closing, the Purchaser may purchase additional portions of the Note up to an additional $250,000.00, at one or more closing, by sending an additional closing notice in the amount set forth in the additional note notice and the Company will exchange such additional portions for shares of its common stock as a 3(a)(9) exchange. The Additional Shares will be calculated by dividing the relevant Additional Portion by $7.50 per share.

The Purchase and Exchange Agreement contains a beneficial ownership limitation of 4.99% of the number of the common shares outstanding immediately after giving effect to the issuance of common shares issuable upon any closing of the purchase of an additional portion by the Purchaser. No closing of the purchase of any additional portion shall take effect nor shall the Purchaser be able to purchase any additional portion to the extent that after giving effect to such issuance after closing, the Purchaser (together with the Purchaser’s Affiliates, and any other Persons acting as a group together with the Purchaser or any of the Purchaser’s Affiliates), would beneficially own in excess of the beneficial ownership limitation.

The foregoing descriptions of the Purchase and Exchange Agreement and of all of the parties’ rights and obligations under the Purchase and Exchange Agreement are qualified in its entirety by reference to the Purchase and Exchange Agreement, a copy of which is filed as Exhibit 10.1 to the Current Report on Form 8-K filed on March 27, 2026, and of which is incorporated herein by reference.

Amended and Restated Certificate of Designation for Series E Preferred Stock

On March 28, 2026, the Board of Directors of American Rebel Holdings, Inc. (the “Company”) approved, and the holders of all of the outstanding shares of the Company’s Series E Preferred Stock (the “Series E”) consented to, an Amended and Restated Certificate of Designations of Preferences and Rights of Series E Preferred Stock (the “Revised Certificate of Designations”). The Revised Certificate of Designations was filed with the Secretary of State of the State of Nevada on March 29, 2026.

Key Modifications

The Revised Certificate of Designations includes, among other things, the following material changes:

●Elimination of Holder-Mandated Redemption Rights. All provisions permitting holders of the Series E to require the Company to redeem any shares of Series E were removed. Under the Revised Certificate of Designations, redemption of the Series E is solely at the Company’s option.
●Removal of Redemption Triggers Outside the Company’s Control. Events of Default that previously could have triggered a holder-mandated redemption—such as involuntary bankruptcy, third-party actions, or other events not within the Company’s control—were eliminated.
●Removal of Economic Penalties. Automatic increases to the stated value or dividend rate upon an Event of Default were removed, and no economic terms remain that could create a redemption obligation or economic compulsion.
●Clarified Events of Default. Events of Default are now limited to material breaches of the Revised Certificate of Designations that are within the Company’s reasonable control, or failure to pay declared dividends, and do not create any redemption rights for holders.
●Removal of Restrictions on Capital Raising. Provisions permitting holders to seek injunctive relief to restrict the Company’s issuance of securities were removed.

Effect on Security Holders

As a result of these amendments:

●The Series E no longer contains any provisions that could require the Company to redeem the Series E upon events outside the Company’s control.
●Holders of the Series E no longer possess any redemption rights.
●The Company retains full discretion over whether and when to redeem any shares of Series E.

The Revised Certificate of Designations does not modify the Series E liquidation preference, dividend rate, ranking, or other economic terms except as described above.

The foregoing summary of the Revised Certificate of Designations does not purport to be complete and is qualified in its entirety by reference to the full text of the Revised Certificate of Designations, which is filed as Exhibit 4.20 to this Annual Report on Form 10-K and incorporated herein by reference.

Tony Stewart Racing Nitro Race Sponsorship Agreement

On March 30, 2026, we entered into an agreement to purchase two additional primary sponsorships for the 2026 NHRA Tony Stewart Racing Nitro team racing season. The price for the sale/transfer was $400,000 and was paid through the issuance of 53,334 shares of our Series D Convertible Preferred Stock. A copy of the purchase agreement is attached hereto as Exhibit 10.87.

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