AMERICAN REBEL HOLDINGS INC

Previous wording

We are boldly positioning ourselves as America’s Patriotic Brand. We have identified the market opportunity to design, manufacture, and market beverages and innovative concealed carry products and safes. We access our market uniquely through our positioning as America’s Patriotic Brand and the appeal of our products as well as through the profile and public persona of our founder and Chief Executive Officer, Andy Ross. Andy hosted his own television show for 12 years, has made multiple appearances over the years at trade shows, and is well-known in the archery world as the founder of Ross Archery, which was the world’s fastest-growing bow company in 2007 and 2008. Andy has released 3 CDs, done numerous radio and print interviews, and performed many concerts in front of thousands of people. Andy has the ability to present American Rebel to large numbers of potential customers through the appeal of his music and other supporting appearances. For example, his appearance on the History Channel hit showCounting Cars in February 2014 has been viewed by over 2 million times. Bringing innovative products that satisfy an existing demand to the market through exciting means is the American Rebel blueprint for success.

Current wording

We are boldly positioning ourselves as America’s Patriotic Brand. We have identified the market opportunity to design, manufacture, and market beverages and innovative concealed carry products and safes. We access our market uniquely through our positioning as America’s Patriotic Brand and the appeal of our products as well as through the profile and public persona of our founder and Chief Executive Officer, Andy Ross. Andy hosted his own television show for 12 years, has made multiple appearances over the years at trade shows, and is well-known in the archery world as the founder of Ross Archery, which was the world’s fastest-growing bow company in 2007 and 2008. Andy has released 3 CDs, done numerous radio and print interviews, and performed many concerts in front of thousands of people. Andy has the ability to present American Rebel to large numbers of potential customers through the appeal of his music and other supporting appearances. For example, his appearance on the History Channel hit showCounting Cars in February 2014 has been viewed over 2 million times. Bringing innovative products that satisfy an existing demand to the market through exciting means is the American Rebel blueprint for success.

Previous wording

Keeping your guns in a location only appropriate trusted members of the household can access should be a top priorities for every responsible gun owner. Whenever a new firearm is purchased, the owner should look for a way to store and secure it. Storing the firearm in a gun safe will prevent it from being misused by young household members, and it will prevent it from being stolen in a burglary or damaged in a fire or natural disaster. Gun safes may seem pricy at first glance, but once the consumer is educated on their role to protect expensive firearms and other valuables such as jewelry and important documents, the price is justified.

Current wording

Keeping your guns in a location only appropriate trusted members of the household can access should be a top priority for every responsible gun owner. Whenever a new firearm is purchased, the owner should look for a way to store and secure it. Storing the firearm in a gun safe will prevent it from being misused by young household members, and it will prevent it from being stolen in a burglary or damaged in a fire or natural disaster. Gun safes may seem pricy at first glance, but once the consumer is educated on their role to protect expensive firearms and other valuables such as jewelry and important documents, the price is justified.

Previous wording

From inception through March 31, 2026, we have generated an accumulated deficit of $106,385,187. We expect to incur additional losses during fiscal year ending December 31, 2026, and beyond, principally as a result of our increased investment in inventory, manufacturing capacity, marketing and sales expenses, and other growth initiatives.

Current wording

From inception through June 30, 2026, we have generated an accumulated deficit of $112,367,197. We expect to incur additional losses during fiscal year ending December 31, 2026, and beyond, principally as a result of our increased investment in inventory, manufacturing capacity, marketing and sales expenses, and other growth initiatives.

Previous wording

For the three months ended March 31, 2026, we reported Revenues of $1,985,191 compared to Revenues of $2,511,324 for the three months ended March 31, 2025. The decrease in Revenues of $526,133 (or (21%) period over period) for the current period compared to the three months ended March 31, 2025 is attributable to slower sales for 2026 and current market conditions. For the three months ended March 31, 2026, we reported Cost of Goods Sold of $2,379,236 compared to Cost of Goods Sold of $2,222,270 for the three months ended March 31, 2025. The increase in Cost of Goods Sold of $156,966 (or 7% period over period) for the current period is primarily attributable to increased raw materials costs. For the three months ended March 31, 2026, we reported Gross Margin of $(394,045), compared to Gross Margin of $298,054 for the three months ended March 31, 2025 and a Gross Margin percentage of (20%) for the three months ended March 31, 2026 compared to 12% for the three months ended March 31, 2025. In general, second amendment businesses have experienced a slowdown in sales volume during the past year and has incurred increased costs of operations.

Current wording

For the three months ended June 30, 2026, we reported Revenues of $1,986,066 compared to Revenues of $2,842,596 for the three months ended June 30, 2025. The decrease in Revenues of $856,530 (or (30%) period over period) for the current period compared to the three months ended June 30, 2025 is attributable to slower sales for 2026 and current market conditions. For the three months ended June 30, 2026, we reported Cost of Goods Sold of $2,142,041 compared to Cost of Goods Sold of $2,873,969 for the three months ended June 30, 2025. The decrease in Cost of Goods Sold of $731,928 (or (25%) period over period) for the current period is primarily attributable to the decrease in sales period over period. For the three months ended June 30, 2026, we reported Gross Margin of ($155,975), compared to Gross Margin of ($31,373) for the three months ended June 30, 2025 and a Gross Margin percentage of (8%) for the three months ended June 30, 2026 compared to (1%) for the three months ended June 30, 2025. In general, second amendment businesses have experienced a slowdown in sales volume during the past year and have incurred increased costs of operations.

Previous wording

Total operating expenses for the three months ended March 31, 2026 were $3,749,027 compared to $3,255,473 for the three months ended March 31, 2025 as further described below. Overall, we experienced a $493,554 increase in operating expenses period over period. This increase is primarily due to the new 2026 sponsorships for Tony Stewart Racing of approximately $0.2 million, other TSR related contracts of $0.1 million and marketing of $0.3 million over the previous period.

Current wording

Total operating expenses for the three months ended June 30, 2026 were $4,574,094 compared to $4,166,907 for the three months ended June 30, 2025 as further described below. Overall, we experienced a $407,187 increase in operating expenses period over period. This increase is primarily due to the new 2026 sponsorships for Tony Stewart Racing of approximately $0.2 million and marketing of $0.2 million over the previous period.

Previous wording

For the three months ended March 31, 2026, we incurred consulting/payroll and other costs of $1,081,869 compared to consulting/payroll and other costs of $738,977 for the three months ended March 31, 2025. The increase in consulting/payroll and other costs of $342,892 (or 46% period over period) was primarily due to the increase in payroll expenses for contract labor.

Current wording

For the three months ended June 30, 2026, we incurred consulting/payroll and other costs of $1,070,582 compared to consulting/payroll and other costs of $973,753 for the three months ended June 30, 2025. The increase in consulting/payroll and other costs of $96,829 (or 10% period over period) was primarily due to the increase in payroll expenses for contract labor.

Previous wording

For the three months ended March 31, 2026, we incurred rental expense, warehousing, outlet expense of $45,688, compared to rental expense, warehousing, outlet expense of $57,114 for the three months ended March 31, 2025. The decrease in rental expense, warehousing, outlet expense of $11,426 is due to the reduction of leased properties that the Company rents to conduct the Champion business acquisition.

Current wording

For the three months ended June 30, 2026, we incurred rental expense, warehousing, outlet expense of $36,978, compared to rental expense, warehousing, outlet expense of $48,253 for the three months ended June 30, 2025. The decrease in rental expense, warehousing, outlet expense of $11,275 is due to the reduction of leased properties that the Company rents to conduct the Champion business acquisition.

Previous wording

For the three months ended March 31, 2026, we incurred product development expenses of $5,506 compared to product development expenses of $93,467 for the three months ended March 31, 2025. The decrease in product development expenses of $87,961 is due to the timing of development expenses in connection with the private label beer. We expect to maintain some level of expense on a go-forward basis with new products and efforts being expended for future sales growth and product needs.

Current wording

For the three months ended June 30, 2026, we incurred product development expenses of $6,700 compared to product development expenses of $648,357 for the three months ended June 30, 2025. The decrease in product development expenses of $641,657 is due to the timing of development expenses in connection with the private label beer. We expect to maintain some level of expense on a go-forward basis with new products and efforts being expended for future sales growth and product needs.

Previous wording

For the three months ended March 31, 2026, we incurred marketing and brand development expenses of $1,259,798 compared to marketing and brand development expenses of $695,491 for the three months ended March 31, 2025. The increase in marketing and brand development expenses of $564,307 (or 81% period over period) relates primarily to market awareness efforts for American Rebel Beer as well as expenses associated with our Tony Stewart activities and general push forward on sales efforts.

Current wording

For the three months ended June 30, 2026, we incurred marketing and brand development expenses of $1,239,707 compared to marketing and brand development expenses of $970,806 for the three months ended June 30, 2025. The increase in marketing and brand development expenses of $268,901 (or 28% period over period) relates primarily to market awareness efforts for American Rebel Beer as well as expenses associated with our Tony Stewart activities and general push forward on sales efforts.

Previous wording

For the three months ended March 31, 2026, we incurred administrative and other expense of $1,169,182 compared to administrative and other expense of $1,470,587 for the three months ended March 31, 2025. The decrease in administrative and other expense of $301,405 (or (20%) period over period) relates directly to decreased professional fees including accounting and legal fees.

Current wording

For the three months ended June 30, 2026, we incurred administrative and other expense of $2,033,426 compared to administrative and other expense of $1,324,575 for the three months ended June 30, 2025. The increase in administrative and other expense of $708,851 (or 54% period over period) relates directly to increased professional fees including accounting and legal fees.

Previous wording

For the three months ended March 31, 2026, we incurred depreciation and amortization expense of $124,484 compared to depreciation and amortization expense of $35,774 for the three months ended March 31, 2025. The increase primarily relates to the building, furniture and equipment acquired as part of the 218 LLC investment.

Current wording

For the three months ended June 30, 2026, we incurred depreciation and amortization expense of $124,201 compared to depreciation and amortization expense of $37,100 for the three months ended June 30, 2025. The increase primarily relates to the building, furniture and equipment acquired as part of the 218 LLC investment.

Previous wording

For the three months ended March 31, 2026, we incurred interest expense of $1,345,882 compared to interest expense of $723,942 for the three months ended March 31, 2025. The increase in interest expense of $621,940 is due to a significant number of notes we have entered into and subsequently converted or modified. For the three months ended March 31, 2026, we incurred a loss on debt extinguishment of $903,573 and loss on settlement of liability of $455,718 compared to a loss on debt extinguishment of $499,794 and loss on settlement of liability of $887,365 for the three months ended March 31, 2025. This is due to the increased amount of conversions of debt into equity in 2026 and the amended Streeterville loan payable. The decrease in loss on settlement of liability is due to the decrease in the amount of conversions of liabilities to equity by SCC.

Current wording

For the three months ended June 30, 2026, we incurred interest expense of $738,328 compared to interest expense of $430,183 for the three months ended June 30, 2025. The increase in interest expense of $308,145 is due to a significant number of notes we have entered into and subsequently converted or modified. For the three months ended June 30, 2026, we incurred a loss on debt extinguishment of $171,755 and loss on settlement of liability of $328,150 compared to a loss on debt extinguishment of $11,817,991 and loss on settlement of liability of $1,692,144 for the three months ended June 30, 2025. This is due to the decreased amount of conversions of debt into equity in 2026. The decrease in loss on settlement of liability is due to the decrease in the amount of conversions of liabilities to equity by SCC.

Previous wording

Net loss for the three months ended March 31, 2026 amounted to $6,972,464, resulting in a loss per share of $(71.28), compared to a net loss of $5,059,256 for the three months ended March 31, 2025, resulting in a loss per share of $(937,997.93) (adjusted for various reverse stock splits). The increase in the net loss for the three months ended March 31, 2026 compared to the three months ended March 31, 2025 is primarily due to a myriad of increased expenses that we incurred in the quarter, such as consulting, marketing and interest as well as a significant loss on debt extinguishment.

Current wording

Net loss for the three months ended June 30, 2026 amounted to $5,980,817, resulting in a loss per share of $(0.59), compared to a net loss of $18,137,743 for the three months ended June 30, 2025, resulting in a loss per share of $(213,385.21) (adjusted for various reverse stock splits). The decrease in the net loss for the three months ended June 30, 2026 compared to the three months ended June 30, 2025 is primarily due to a significant decrease on loss on debt extinguishment.

Previous wording

We are a company still in the growth and acquisition stage and our revenue from operations does not cover our operating expenses. Working capital increased by $3,624,018 period over period where we had a working capital deficit of $(20,321,313) at December 31, 2025 compared to a working capital deficit balance of $(16,697,295) at March 31, 2026. This working capital increase was due to decreased working capital loans and increase in prepaid expenses. We have funded our operations primarily through the issuance of capital stock, convertible debt, and other securities and will continue so into the near future and beyond.

Current wording

We are a company still in the growth and acquisition stage and our revenue from operations does not cover our operating expenses. Working capital increased by $897,668 period over period where we had a working capital deficit of $(20,321,313) at December 31, 2025 compared to a working capital deficit balance of $(19,423,645) at June 30, 2026. This working capital increase was due to decreased working capital loans and increase in prepaid expenses. We have funded our operations primarily through the issuance of capital stock, convertible debt, and other securities and will continue so into the near future and beyond.

Previous wording

During the three months ended March 31, 2026, we reduced anticipated cash outflows of $6.2 million through the issuance of common stock in exchange for settlement of our outstanding debt and payables.

Current wording

During the six months ended June 30, 2026, we reduced anticipated cash outflows of $6.9 million through the issuance of common stock in exchange for settlement of our outstanding debt and payables.

Previous wording

Over the past twelve months, we entered into various working capital notes with a total balance of approximately $15.2 million as of March 31, 2026. The promissory notes have various terms – refer to Note 10 of our condensed consolidated financial statements for the specific terms of each promissory note.

Current wording

Over the past twelve months, we entered into various working capital notes with a total balance of approximately $21.6 million as of June 30, 2026. The promissory notes have various terms – refer to Note 10 of our condensed consolidated financial statements for the specific terms of each promissory note.