Form 8-K
8-K — AMERICAN REBEL HOLDINGS INC
Accession: 0001493152-26-046949
Filed: 2026-10-14
Period: 2026-09-21
CIK: 0001648087
SIC: 3490 (MISCELLANEOUS FABRICATED METAL PRODUCTS)
Item: Entry into a Material Definitive Agreement
Item: Termination of a Material Definitive Agreement
Item: Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant
Item: Unregistered Sales of Equity Securities
Item: Regulation FD Disclosure
Item: Other Events
Item: Financial Statements and Exhibits
Documents
8-K — form8-k.htm (Primary)
EX-10.1 (ex10-1.htm)
EX-10.2 (ex10-2.htm)
EX-10.3 (ex10-3.htm)
EX-99.1 (ex99-1.htm)
EX-99.2 (ex99-2.htm)
EX-99.3 (ex99-3.htm)
EX-99.4 (ex99-4.htm)
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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) September 21, 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: None
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 DACA 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 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 July 10, 2025, the Company entered into a second securities purchase agreement, and amended and restated
the DACA, with Streeterville pursuant to which the Company issued and sold to Streeterville a second secured convertible promissory note
in the original principal amount of $6,235,000 (the “Note”). Streeterville paid $650,000 to Champion Safe Company, Inc.,
a wholly-owned subsidiary of the Company, and $5,000,000 was sent to the DACA account at Lakeside Bank. On September 23, 2026, Streeterville
and ARH Sub sent joint instructions to Lakeside Bank to release $100,000 from the DACA to the Company.
Horberg
Exchange Agreements
On
October 2, 2026, the Company entered into an Exchange Agreement (the “Series D Exchange”) with Horberg Enterprises, LP (“Horberg”).
The Company previously sold Horberg 100,000 shares of Series D Convertible Preferred Stock pursuant to that certain Securities Purchase
Agreement dated as of October 1, 2025. Pursuant to the Series D Exchange, the Company and Horberg agreed to exchange and convert 10,800
shares of Series D Convertible Preferred Stock for 81 shares of Series E Preferred Stock, representing a dollar amount of $81,000.
On
October 2, 2026, the Company entered into an additional Exchange Agreement (the “Series E Exchange”) with Horberg. Pursuant to the Series E Exchange, the Company and Horberg agreed to exchange and convert 81 shares of Series
E Preferred Stock for 1,756,507 shares of common stock.
The
foregoing descriptions of the Series D and Series E Exchanges are not a complete description of all of the parties’ rights and
obligations under the Exchanges, and are qualified in their entirety by reference to the Series D Exchange Agreement and Series E Exchange
Agreement, copies of which are filed as Exhibits 10.1 and 10.2, respectively, to this Current Report on Form 8-K.
Streeterville
June 2025 Note Exchange Agreement
On
October 5, 2026, the Company entered into an Exchange Agreement (the “Note Exchange”) with Streeterville Capital, LLC. The
Company previously entered into that certain Secured Promissory Note (the “Note”), with an original issuance date of June
26, 2025 in the principal amount of $5,470,000. Pursuant to the Note Exchange, the Company and Streeterville agreed to partition a new
Secured Promissory Note in the original principal amount of $125,000 (the “Partitioned Note”) from the Note and then cause
the outstanding balance of the Note to be reduced by an amount equal to the initial outstanding balance of the Partitioned Note. Concurrently,
the Partitioned Note was exchanged for 1,190,476 shares of the Company’s common stock.
The
foregoing descriptions of the Note Exchange is not a complete description of all of the parties’ rights and obligations under the
Note Exchange, and are qualified in its entirety by reference to the Form Note Exchange Agreement, a copy of which was filed as Exhibit 10.1 to the Current Report on Form 8-K filed on January 29, 2026.
2
218
LLC Termination Agreement
On
October 12, 2026, the Company entered into a Termination Agreement and Mutual Release (the “Termination Agreement”) with
218 LLC, a Tennessee limited liability company (“Seller”), and Gary Bowie, individually. The Termination Agreement terminates
the Membership Interest Purchase Agreement dated effective September 15, 2025 (the “MIPA”), and the related Secured Convertible
Term Note dated September 15, 2025 (the “Secured Note”), previously entered into in connection with the Company’s acquisition
of membership interests in Seller (whose sole asset is the commercial property located at 218 3rd Avenue North, Nashville, Tennessee).
Pursuant
to the Termination Agreement:
●
The
MIPA and Secured Note are terminated.
●
The
Company transfers and relinquishes to Gary Bowie all membership and other ownership interests, if any, it holds in Seller. Seller
consents to the transfer, will update its records, and Gary Bowie accepts the transfer. The Company has no further ownership, management,
funding, or acquisition obligation with respect to Seller.
●
The
parties provide mutual releases of all claims relating to the MIPA, Secured Note, and the 2025 acquisition relationship, subject
to the terms of the Termination Agreement and the Promissory Note described below.
●
Seller
and Gary Bowie are solely responsible for the liabilities of Seller and its property. Limited mutual indemnities apply only to third-party
claims arising from breaches of express obligations under the Termination Agreement or undisclosed transfers of released claims.
●
All
securities issued to Seller or Gary Bowie in connection with the terminated acquisition relationship and still owned by them (including
the 82,000 shares of Series D Convertible Preferred Stock) are to be surrendered for cancellation.
In
consideration of the termination and as full and final settlement of the Company’s obligations arising from the 2025 acquisition
relationship (after all agreed credits), the Company executed and delivered a Promissory Note dated October 12, 2026 (the “Promissory
Note”) in the principal amount of $89,986.18 payable to Seller.
Key
terms of the Promissory Note include:
● Principal:
$89,986.18
● Interest
Rate: 7.00% per annum (simple interest)
● Interest-only
payments: Nine (9) monthly payments of $524.92 each, commencing November 12, 2026, and continuing
on each monthly anniversary through the Maturity Date
● Maturity
Date: July 12, 2027 (nine calendar months after the Effective Date), at which time the entire
unpaid principal balance, together with accrued and unpaid interest, is due (balloon payment)
● Prepayment:
Permitted in whole or in part at any time without penalty
● Late
Charge: $50.00 if a payment is seven (7) or more days late
● Unsecured,
non-negotiable, and nonconvertible
● Subject
to the Settlement Limitations in the Promissory Note and the complete discharge and non-revival
provisions of the Termination Agreement
● Default
and acceleration subject to a ten (10)-day cure period after written notice (for the first
occurrence of a breach)
The
foregoing descriptions of the Termination Agreement and Promissory Note do not purport to be complete and are qualified in their entirety
by reference to the full text of such agreements, which are filed as Exhibit 10.3 to this Current Report on Form 8-K and incorporated
herein by reference.
In
connection with the Termination Agreement, the Company has agreed with 218 LLC to vacate the fourth floor of the building located at
218 3rd Avenue North, Nashville, Tennessee within thirty (30) days of the execution of the agreement. As a result, the Company will transition
its corporate headquarters from its current address at 218 3rd Avenue North, #400, Nashville, Tennessee. The Company will provide a future
update regarding its new corporate address once the transition is complete.
Item
1.02 Termination of a Material Definitive Agreement.
The
information set forth in Item 1.01 of this Current Report on Form 8-K regarding the termination of the MIPA and the Secured Note is incorporated
herein by reference.
3
As
previously disclosed, on September 15, 2025, the Company entered into the MIPA to acquire all outstanding membership interests in Seller
and executed the related Secured Note in the original principal amount of $11,700,000. In connection with the MIPA, the Company issued
shares of Series D Convertible Preferred Stock. Pursuant to the Termination Agreement, the MIPA and Secured Note have been terminated,
all related obligations of the Company (other than those expressly set forth in the Termination Agreement and Promissory Note) have been
discharged, and the remaining 82,000 shares of Series D Convertible Preferred Stock held by Seller/Gary Bowie have been surrendered for
cancellation.
Item
2.03 Creation of a Direct Financial Obligation or an Obligation Under an Off-Balance Sheet Arrangement of a Registrant.
The
information set forth above in Item 1.01 of this Current Report on Form 8-K is incorporated herein by reference.
Item
3.02 Unregistered Sales of Equity Securities.
On
September 21, 2026, Silverback Capital Corporation (“SCC”) requested the issuance of 500,000 shares of Common Stock to SCC,
representing a payment of approximately $32,775.
On
October 5, 2026, the Company issued Horberg Enterprises LP 1,756,507 shares of common stock, valued at $0.0461 per share, pursuant to
a preferred stock exchange agreement set forth in Item 1.01 above.
On
October 5, 2026, SCC requested the issuance of 500,000 shares of Common Stock to SCC, representing a payment of approximately $22,090.
On
October 6, 2026, the Company issued Streeterville 1,190,476 shares of common stock pursuant to the exchange agreement described in Item
1.01 above at a per share price of $0.105.
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
7.01. Regulation FD Disclosure.
On
September 23, 2026, the Company’s wholly-owned subsidiary, Champion Safe Company, Inc., issued a press release titled “Champion
Safe Launches Major Lean Transformation of Utah Factory to Increase Throughput, Lower Cost and Accelerate Dealer Fulfillment.”
A copy of the press release is furnished herewith as Exhibit 99.1 to this Current Report.
On
September 25, 2026, the Company’s wholly-owned subsidiary, Champion Safe Company, Inc., issued a press release titled “Champion
Safe and Eastern Security Safe Go Big at The Big E With Major New England Safe Showcase.” A copy of the press release is furnished
herewith as Exhibit 99.2 to this Current Report.
On
October 2, 2026, the Company issued a press release titled “2026 Regular-Season Champion Matt Hagan Carries NHRA Points Lead into
St. Louis in American Rebel Light Beer Funny Car.” A copy of the press release is furnished herewith as Exhibit 99.3 to this Current
Report.
On
October 6, 2026, the Company issued a press release titled “TSR’s Matt Hagan Holds 2026 NHRA Points Lead Post Semi-Final
Run at St. Louis in American Rebel Light Beer Funny Car with Three Races Left in Championship Chase.” A copy of the press release
is furnished herewith as Exhibit 99.4 to this Current Report.
4
The
information contained in this Item 7.01 of this Current Report, including Exhibits 99.1, 99.2, 99.3 and 99.4 hereto, is being furnished
pursuant to Item 7.01 and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934,
as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, and it shall not be deemed incorporated
by reference in any filing under the Securities Act of 1933, as amended, or under the Exchange Act, whether made before or after the
date hereof, except as expressly set forth by specific reference in such filing to this Item 7.01 of this Current Report.
Item
8.01 Other Information.
In
connection with the Termination Agreement, on October 12, 2026, 218 LLC and Gary Bowie executed a Stock Power and Assignment for Cancellation
pursuant to which they irrevocably sold, assigned, transferred, and surrendered to the Company for cancellation 82,000 shares of the
Company’s Series D Convertible Preferred Stock (or any book-entry positions representing the same). The Company and its transfer
agent are authorized to cancel such shares.
As
previously disclosed in the Company’s Current Report on Form 8-K filed on September 12, 2026, the Company announced it would close
and vacate its Lenexa, Kansas facility. The Company confirms that it successfully vacated the facility as of October 1, 2026, with the
exception of a remaining obligation to remove exterior signage from the building.
Item
9.01 Financial Statements and Exhibits.
(d)
Exhibits.
Exhibit
Number
Description
10.1
Horberg Series D Exchange Agreement dated October 2, 2026
10.2
Horberg Series E Exchange Agreement dated October 2, 2026
10.3
Termination Agreement and Mutual Release dated October 12, 2026, by and among American Rebel Holdings, Inc., 218 LLC, and Gary Bowie including Exhibit A Promissory Note dated October 12, 2026, issued by American Rebel Holdings, Inc. in favor of 218 LLC
99.1
Champion Safe Utah Factory Transformation press release dated September 23, 2026
99.2
Champion Safe New England Safe Showcase press release dated September 25, 2026
99.3
St. Louis NHRA press release dated October 2, 2026
99.4
Matt Hagan Semi-Final Run press release dated October 6, 2026
104
Cover Page Interactive
Data File
5
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: October 14, 2026
By:
/s/
Charles A. Ross, Jr.
Charles A. Ross, Jr.
Chief
Executive Officer
6
EX-10.1
EX-10.1
Filename: ex10-1.htm · Sequence: 2
Exhibit 10.1
THE
EXCHANGE CONTEMPLATED HEREIN IS INTENDED TO COMPORT WITH THE REQUIREMENTS OF SECTION 3(a)(9) OF THE SECURITIES ACT OF 1933, AS AMENDED.
EXCHANGE
AGREEMENT
This
Exchange Agreement (this “Agreement”) is entered into as of October 2, 2026 by and between Horberg Enterprises, LP
(“Investor”), and American Rebel Holdings, Inc., a Nevada corporation (“Company”).
A.
Company previously sold and issued to Investor 100,000 shares of Series D Convertible Preferred Stock, valued at $7.50 per share (the
“Series D Preferred”) pursuant to that certain Securites Purchase Agreement entered into as of October 1, 2025.
B.
Company and Investor desire to exchange (such exchange is referred to as the “Exchange”) 10,800 shares of Series D
Preferred (the “Preferred Shares”) with an aggregate Stated Value (as such term is defined in the Certificate of Designation
of Preferences and Rights of Series D Preferred Stock) of $81,000.00 for 81 shares of Company’s Series E Preferred Stock (the “Exchange
Shares”), at an effective price per Exchange Share of $1,000.00, according to the terms and conditions of this Agreement.
C.
The Exchange will consist of Investor surrendering the Preferred Shares in exchange for the Exchange Shares.
D.
Other than the surrender of the Preferred Shares, no consideration of any kind whatsoever shall be given by Investor to Company in connection
with this Agreement.
E.
Investor and Company now desire to exchange the Preferred Shares for the Exchange Shares on the terms and conditions set forth herein.
NOW,
THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:
1.
Recitals and Definitions. Each of the parties hereto acknowledges and agrees that the recitals set forth above in this Agreement
are true and accurate, are contractual in nature, and are hereby incorporated into and made a part of this Agreement.
2.
Issuance of Exchange Shares. Pursuant to the terms and conditions of this Agreement, the Exchange Shares will be issued to Investor
on or before July 29, 2026 (such date, the “Issuance Date”) and the Exchange will occur with Investor surrendering
the Preferred Shares to Company on the Issuance Date. On the Issuance Date, the Preferred Shares will be cancelled and all obligations
of Company under the Preferred Shares shall be deemed fulfilled. The Exchange Shares be issued in book entry form with Company’s
securities counsel.
3.
Closing. The closing of the Exchange shall occur on the Effective Date by means of the exchange by express courier and email of
.pdf documents, but shall be deemed to have occurred at the offices of DeMint Law, PLLC in Las Vegas, Nevada.
4.
Holding Period, Tacking and Legal Opinion. Company represents, warrants and agrees that for the purposes of Rule 144 (“Rule
144”) of the Securities Act of 1933, as amended (the “Securities Act”), the holding period of the Exchange
Shares will include Investor’s holding period of the Preferred Shares from October 1, 2025. Company agrees not to take a position
contrary to this Section 4 in any document, statement, setting, or situation. The Exchange Shares are being issued in substitution of
and exchange for and not in satisfaction of the Preferred Shares. The Exchange Shares shall not constitute a novation or satisfaction
and accord of the Preferred Shares. Company acknowledges and understands that the representations and agreements of Company in this Section
4 are a material inducement to Investor’s decision to consummate the transactions contemplated herein.
5.
Company’s Representations, Warranties and Agreements. In order to induce Investor to enter into this Agreement, Company,
for itself, and for its affiliates, successors and assigns, hereby acknowledges, represents, warrants and agrees as follows: (a) Company
has full power and authority to enter into this Agreement and to incur and perform all obligations and covenants contained herein, all
of which have been duly authorized by all proper and necessary action, (b) no consent, approval, filing or registration with or notice
to any governmental authority is required as a condition to the validity of this Agreement or the performance of any of the obligations
of Company hereunder, (c) the Exchange Shares, when issued, will be duly authorized by all necessary corporate action and the Exchange
Shares will be validly issued, fully paid and non-assessable, free and clear of all taxes, liens, claims, pledges, mortgages, restrictions,
obligations, security interests and encumbrances of any kind, nature and description, (d) Company has not received any consideration
in any form whatsoever for entering into this Agreement, other than the surrender of the Preferred Shares, and (e) Company has taken
no action which would give rise to any claim by any person for a brokerage commission, placement agent or finder’s fee or other
similar payment by Company related to this Agreement.
6.
Investor’s Representations, Warranties and Agreements. In order to induce the Company to enter into this Agreement, Investor
for itself, and for its affiliates, successors and assigns, hereby acknowledges, represents, warrants and agrees as follows: (a) Investor
has full power and authority to enter into this Agreement and to incur and perform all obligations and covenants contained herein, all
of which have been duly authorized by all proper and necessary action, (b) no consent, approval, filing or registration with or notice
to any governmental authority is required as a condition to the validity of this Agreement or the performance of any of the obligations
of Investor hereunder, (c) the Investor understands that the Exchange Shares are being offered and exchanged in reliance on specific
exemptions from the registration requirements of United States federal and state securities laws and that the Company is relying in part
upon the truth and accuracy of, and the Investor’s compliance with, the representations, warranties, agreements, acknowledgments
and understandings of the Investor set forth herein and in the Exchange Documents in order to determine the availability of such exemptions
and the eligibility of the Investor to acquire the Exchange Shares, (d) the Investor understands that no United States federal or state
agency or any other government or governmental agency has passed on or made any recommendation or endorsement of the the Preferred Shares
or the Exchange Shares or the fairness or suitability of the investment in the Preferred Shares or the Exchange Shares nor have such
authorities passed upon or endorsed the merits of the offering of the Preferred Shares or the Exchange Shares, (e) the Investor is acquiring
the Preferred Shares in the ordinary course of its business, the Investor has such knowledge, sophistication, and experience in business
and financial matters so as to be capable of evaluation of the merits and risks of the prospective investment in the Preferred Shares
and Exchange Shares and has so evaluated the merits and risk of such investment and the Investor is an “accredited investor”
as defined in Regulation D under the Securities Act, and (f) the Investor owns the Series D Preferred free and clear of any liens.
2
7.
Governing Law; Venue. This Agreement shall be construed and enforced in accordance with, and all questions concerning the construction,
validity, interpretation and performance of this Agreement shall be governed by, the internal laws of the State of Nevada, without giving
effect to any choice of law or conflict of law provision or rule (whether of the State of Nevada or any other jurisdictions) that would
cause the application of the laws of any jurisdictions other than the State of Nevada. COMPANY HEREBY IRREVOCABLY WAIVES ANY RIGHT
IT MAY HAVE TO, AND AGREES NOT TO REQUEST, A JURY TRIAL FOR THE ADJUDICATION OF ANY DISPUTE HEREUNDER OR IN CONNECTION WITH OR ARISING
OUT OF THIS AGREEMENT OR ANY TRANSACTION CONTEMPLATED HEREBY.
8.
Counterparts. This Agreement may be executed in any number of counterparts with the same effect as if all signing parties had
signed the same document. All counterparts shall be construed together and constitute the same instrument. The exchange of copies of
this Agreement and of signature pages by facsimile transmission or other electronic transmission (including email) shall constitute effective
execution and delivery of this Agreement as to the parties and may be used in lieu of the original Agreement for all purposes. Signatures
of the parties transmitted by facsimile transmission or other electronic transmission (including email) shall be deemed to be their original
signatures for all purposes.
9.
Attorneys’ Fees. In the event of any arbitration or action at law or in equity to enforce or interpret the terms of this
Agreement, the parties agree that the party who is awarded the most money shall be deemed the prevailing party for all purposes and shall
therefore be entitled to an additional award of the full amount of the attorneys’ fees and expenses paid by such prevailing
party in connection with the arbitration, litigation and/or dispute without reduction or apportionment based upon the individual claims
or defenses giving rise to the fees and expenses. Nothing herein shall restrict or impair an arbitrator’s or a court’s
power to award fees and expenses for frivolous or bad faith pleading.
10.
No Reliance. Company acknowledges and agrees that neither Investor nor any of its officers, directors, members, managers, equity
holders, representatives or agents has made any representations or warranties to Company or any of its agents, representatives, officers,
directors, or employees except as expressly set forth in this Agreement, in making its decision to enter into the transactions contemplated
by this Agreement, Company is not relying on any representation, warranty, covenant or promise of Investor or its officers, directors,
members, managers, equity holders, agents or representatives other than as set forth in this Agreement.
11.
Severability. If any part of this Agreement is construed to be in violation of any law, such part shall be modified to achieve
the objective of the parties to the fullest extent permitted and the balance of this Agreement shall remain in full force and effect.
3
12.
Entire Agreement. This Agreement supersedes all other prior oral or written agreements between Company, Investor, its affiliates
and persons acting on its behalf with respect to the matters discussed herein, and this Agreement and the instruments referenced herein
contain the entire understanding of the parties with respect to the matters covered herein and therein and, except as specifically set
forth herein or therein, neither Investor nor Company makes any representation, warranty, covenant or undertaking with respect to such
matters.
13.
Amendments. This Agreement may be amended, modified, or supplemented only by written agreement of the parties. No provision of
this Agreement may be waived except in writing signed by the party against whom such waiver is sought to be enforced.
14.
Successors and Assigns. This Agreement shall be binding upon and inure to the benefit of the parties and their respective successors
and assigns. This Agreement or any of the severable rights and obligations inuring to the benefit of or to be performed by Investor hereunder
may be assigned by Investor to a third party, including its financing sources, in whole or in part. Company may not assign this Agreement
or any of its obligations herein without the prior written consent of Investor.
15.
Conflict Between Documents. This Agreement shall not be effective or binding unless and until it is fully executed and delivered
by Investor and Company. If there is any conflict between the terms of this Agreement, on the one hand, and any other document or agreement
between the parties, on the other hand, the terms of this Agreement shall prevail.
16.
Time of Essence. Time is of the essence with respect to each and every provision of this Agreement.
17.
Further Assurances. Each party shall do and perform or cause to be done and performed, all such further acts and things, and shall
execute and deliver all such other agreements, certificates, instruments and documents, as the other party may reasonably request in
order to carry out the intent and accomplish the purposes of this Agreement and the consummation of the transactions contemplated hereby.
[Remainder
of page intentionally left blank]
4
IN
WITNESS WHEREOF, the undersigned have executed this Agreement as of the date first set forth above.
COMPANY:
AMERICAN REBEL HOLDINGS, INC.
By:
/s/
Corey Lambrecht
Corey
Lambrecht, President
INVESTOR:
Horberg Enterprises LP
By:
/s/
H. Todd Horberg
H.
Todd Horberg, Authorized Signatory
[Signature
Page to Exchange Agreement]
EX-10.2
EX-10.2
Filename: ex10-2.htm · Sequence: 3
Exhibit 10.2
THE
EXCHANGE CONTEMPLATED HEREIN IS INTENDED TO COMPORT WITH THE REQUIREMENTS OF SECTION 3(a)(9) OF THE SECURITIES ACT OF 1933, AS AMENDED.
EXCHANGE
AGREEMENT
This
Exchange Agreement (this “Agreement”) is entered into as of October 2, 2026 by and between Horberg Enterprises LP
(“Investor”), and American Rebel Holdings, Inc., a Nevada corporation (“Company”).
A.
Company previously exchanged and issued to Investor 81 shares of Series E Preferred Stock, par value $0.001 per share (the “Series
E Preferred”) pursuant to that certain Exchange Agreement entered into as of October 2, 2026.
B.
Company and Investor desire to exchange (such exchange is referred to as the “Exchange”) 81 shares of Series E Preferred
(the “Preferred Shares”) with an aggregate Stated Value (as such term is defined in the Certificate of Designation
of Preferences and Rights of Series E Preferred Stock) of $81,000.00 for 1,756,507 shares of Company’s common stock (the “Exchange
Shares”), at an effective price per Exchange Share of $0.0461, according to the terms and conditions of this Agreement.
C.
The Exchange will consist of Investor surrendering the Preferred Shares in exchange for the Exchange Shares.
D.
Other than the surrender of the Preferred Shares, no consideration of any kind whatsoever shall be given by Investor to Company in connection
with this Agreement.
E.
Investor and Company now desire to exchange the Preferred Shares for the Exchange Shares on the terms and conditions set forth herein.
NOW,
THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:
1.
Recitals and Definitions. Each of the parties hereto acknowledges and agrees that the recitals set forth above in this Agreement
are true and accurate, are contractual in nature, and are hereby incorporated into and made a part of this Agreement.
2.
Issuance of Exchange Shares. Pursuant to the terms and conditions of this Agreement, the Exchange Shares will be issued to Investor
on or before July 29, 2026 (such date, the “Issuance Date”) and the Exchange will occur with Investor surrendering
the Preferred Shares to Company on the Issuance Date. On the Issuance Date, the Preferred Shares will be cancelled and all obligations
of Company under the Preferred Shares shall be deemed fulfilled. The Exchange Shares be issued in book entry form with Company’s
transfer agent.
3.
Closing. The closing of the Exchange shall occur on the Effective Date by means of the exchange by express courier and email of
.pdf documents, but shall be deemed to have occurred at the offices of DeMint Law, PLLC in Las Vegas, Nevada.
4.
Holding Period, Tacking and Legal Opinion. Company represents, warrants and agrees that for the purposes of Rule 144 (“Rule
144”) of the Securities Act of 1933, as amended (the “Securities Act”), the holding period of the Exchange
Shares will include Investor’s holding period of the Preferred Shares from October 1, 2025 (which tack back to the original issuance
date of the Series D Convertible Preferred Shares purchased by Investor from the Company on such date). Company agrees not to take a
position contrary to this Section 4 in any document, statement, setting, or situation. The Exchange Shares are being issued in substitution
of and exchange for and not in satisfaction of the Preferred Shares. The Exchange Shares shall not constitute a novation or satisfaction
and accord of the Preferred Shares. Company acknowledges and understands that the representations and agreements of Company in this Section
4 are a material inducement to Investor’s decision to consummate the transactions contemplated herein.
5.
Company’s Representations, Warranties and Agreements. In order to induce Investor to enter into this Agreement, Company,
for itself, and for its affiliates, successors and assigns, hereby acknowledges, represents, warrants and agrees as follows: (a) Company
has full power and authority to enter into this Agreement and to incur and perform all obligations and covenants contained herein, all
of which have been duly authorized by all proper and necessary action, (b) no consent, approval, filing or registration with or notice
to any governmental authority is required as a condition to the validity of this Agreement or the performance of any of the obligations
of Company hereunder, (c) the Exchange Shares, when issued, will be duly authorized by all necessary corporate action and the Exchange
Shares will be validly issued, fully paid and non-assessable, free and clear of all taxes, liens, claims, pledges, mortgages, restrictions,
obligations, security interests and encumbrances of any kind, nature and description, (d) Company has not received any consideration
in any form whatsoever for entering into this Agreement, other than the surrender of the Preferred Shares, and (e) Company has taken
no action which would give rise to any claim by any person for a brokerage commission, placement agent or finder’s fee or other
similar payment by Company related to this Agreement.
6.
Investor’s Representations, Warranties and Agreements. In order to induce the Company to enter into this Agreement, Investor
for itself, and for its affiliates, successors and assigns, hereby acknowledges, represents, warrants and agrees as follows: (a) Investor
has full power and authority to enter into this Agreement and to incur and perform all obligations and covenants contained herein, all
of which have been duly authorized by all proper and necessary action, (b) no consent, approval, filing or registration with or notice
to any governmental authority is required as a condition to the validity of this Agreement or the performance of any of the obligations
of Investor hereunder, (c) the Investor understands that the Exchange Shares are being offered and exchanged in reliance on specific
exemptions from the registration requirements of United States federal and state securities laws and that the Company is relying in part
upon the truth and accuracy of, and the Investor’s compliance with, the representations, warranties, agreements, acknowledgments
and understandings of the Investor set forth herein and in the Exchange Documents in order to determine the availability of such exemptions
and the eligibility of the Investor to acquire the Exchange Shares, (d) the Investor understands that no United States federal or state
agency or any other government or governmental agency has passed on or made any recommendation or endorsement of the the Preferred Shares
or the Exchange Shares or the fairness or suitability of the investment in the Preferred Shares or the Exchange Shares nor have such
authorities passed upon or endorsed the merits of the offering of the Preferred Shares or the Exchange Shares, (e) the Investor is acquiring
the Preferred Shares in the ordinary course of its business, the Investor has such knowledge, sophistication, and experience in business
and financial matters so as to be capable of evaluation of the merits and risks of the prospective investment in the Preferred Shares
and Exchange Shares and has so evaluated the merits and risk of such investment and the Investor is an “accredited investor”
as defined in Regulation D under the Securities Act, (f) the Investor owns the Series E Preferred free and clear of any liens, and (g)
the issuance of the Exchange Shares shall not result in the Investor beneficially owning a number of shares of Common Stock, when aggregated
with any other shares of Common Stock beneficially owned at such time, that would result in the Investor beneficially owning (as determined
in accordance with Section 13(d) of the Securities Exchange Act of 1934, as amended, and the rules promulgated thereunder) more than
4.99% of all of the issued and outstanding shares of Common Stock.
2
7.
Governing Law; Venue. This Agreement shall be construed and enforced in accordance with, and all questions concerning the construction,
validity, interpretation and performance of this Agreement shall be governed by, the internal laws of the State of Nevada, without giving
effect to any choice of law or conflict of law provision or rule (whether of the State of Nevada or any other jurisdictions) that would
cause the application of the laws of any jurisdictions other than the State of Nevada. COMPANY HEREBY IRREVOCABLY WAIVES ANY RIGHT
IT MAY HAVE TO, AND AGREES NOT TO REQUEST, A JURY TRIAL FOR THE ADJUDICATION OF ANY DISPUTE HEREUNDER OR IN CONNECTION WITH OR ARISING
OUT OF THIS AGREEMENT OR ANY TRANSACTION CONTEMPLATED HEREBY.
8.
Counterparts. This Agreement may be executed in any number of counterparts with the same effect as if all signing parties had
signed the same document. All counterparts shall be construed together and constitute the same instrument. The exchange of copies of
this Agreement and of signature pages by facsimile transmission or other electronic transmission (including email) shall constitute effective
execution and delivery of this Agreement as to the parties and may be used in lieu of the original Agreement for all purposes. Signatures
of the parties transmitted by facsimile transmission or other electronic transmission (including email) shall be deemed to be their original
signatures for all purposes.
9.
Attorneys’ Fees. In the event of any arbitration or action at law or in equity to enforce or interpret the terms of this
Agreement, the parties agree that the party who is awarded the most money shall be deemed the prevailing party for all purposes and shall
therefore be entitled to an additional award of the full amount of the attorneys’ fees and expenses paid by such prevailing party
in connection with the arbitration, litigation and/or dispute without reduction or apportionment based upon the individual claims or
defenses giving rise to the fees and expenses. Nothing herein shall restrict or impair an arbitrator’s or a court’s power
to award fees and expenses for frivolous or bad faith pleading.
10.
No Reliance. Company acknowledges and agrees that neither Investor nor any of its officers, directors, members, managers, equity
holders, representatives or agents has made any representations or warranties to Company or any of its agents, representatives, officers,
directors, or employees except as expressly set forth in this Agreement, in making its decision to enter into the transactions contemplated
by this Agreement, Company is not relying on any representation, warranty, covenant or promise of Investor or its officers, directors,
members, managers, equity holders, agents or representatives other than as set forth in this Agreement.
3
11.
Severability. If any part of this Agreement is construed to be in violation of any law, such part shall be modified to achieve
the objective of the parties to the fullest extent permitted and the balance of this Agreement shall remain in full force and effect.
12.
Entire Agreement. This Agreement supersedes all other prior oral or written agreements between Company, Investor, its affiliates
and persons acting on its behalf with respect to the matters discussed herein, and this Agreement and the instruments referenced herein
contain the entire understanding of the parties with respect to the matters covered herein and therein and, except as specifically set
forth herein or therein, neither Investor nor Company makes any representation, warranty, covenant or undertaking with respect to such
matters.
13.
Amendments. This Agreement may be amended, modified, or supplemented only by written agreement of the parties. No provision of
this Agreement may be waived except in writing signed by the party against whom such waiver is sought to be enforced.
14.
Successors and Assigns. This Agreement shall be binding upon and inure to the benefit of the parties and their respective successors
and assigns. This Agreement or any of the severable rights and obligations inuring to the benefit of or to be performed by Investor hereunder
may be assigned by Investor to a third party, including its financing sources, in whole or in part. Company may not assign this Agreement
or any of its obligations herein without the prior written consent of Investor.
15.
Conflict Between Documents. This Agreement shall not be effective or binding unless and until it is fully executed and delivered
by Investor and Company. If there is any conflict between the terms of this Agreement, on the one hand, and any other document or agreement
between the parties, on the other hand, the terms of this Agreement shall prevail.
16.
Time of Essence. Time is of the essence with respect to each and every provision of this Agreement.
17.
Further Assurances. Each party shall do and perform or cause to be done and performed, all such further acts and things, and shall
execute and deliver all such other agreements, certificates, instruments and documents, as the other party may reasonably request in
order to carry out the intent and accomplish the purposes of this Agreement and the consummation of the transactions contemplated hereby.
[Remainder
of page intentionally left blank]
4
IN
WITNESS WHEREOF, the undersigned have executed this Agreement as of the date first set forth above.
COMPANY:
AMERICAN REBEL HOLDINGS, INC.
By:
/s/
Corey Lambrecht
Corey
Lambrecht, President
INVESTOR:
HORBERG ENTERPRISES LP
By:
/s/
H. Todd Horberg
H.
Todd Horberg – Authorized Signatory
[Signature
Page to Exchange Agreement]
EX-10.3
EX-10.3
Filename: ex10-3.htm · Sequence: 4
Exhibit 10.3
TERMINATION
AGREEMENT AND MUTUAL RELEASE
THIS
TERMINATION AGREEMENT AND MUTUAL RELEASE (the “Agreement”), is made and entered into as of October 12, 2026, by and between
218 LLC, a Tennessee limited liability company (“Seller”) and American Rebel Holdings, Inc. a Nevada corporation, (“Buyer”,
and together with Seller, the “Parties,” and each, a “Party”). The Effective Date is the actual date of simultaneous
delivery described in Section 13.
RECITALS
WHEREAS,
Seller and Buyer previously entered into that certain Membership Interest Purchase Agreement with an effective date of September 15,
2025, related to the sale and purchase of the membership interests of Seller (the “Membership Interest Purchase Agreement”).
WHEREAS,
in connection with the Membership Interest Purchase Agreement, Seller and Buyer executed a Secured Convertible Term Note with an effective
date of September 15, 2025 (the “Secured Note”).
WHEREAS,
in consideration of the termination, the Parties have agreed to a settlement amount of $89,986.18 (Eighty-Nine Thousand Nine Hundred
Eighty-Six and 18/100 Dollars) payable to the Seller by execution of a promissory note of even date herein, attached hereto and incorporated
herein as Exhibit A, and executed and delivered by Buyer to Seller concurrently with this Agreement (the “Promissory Note”).
WHEREAS,
the Parties wish to fully and finally resolve and settle their differences regarding any disagreements regarding the Membership Interest
Purchase Agreement and Secured Note, subject to the terms of this Agreement and the Promissory Note.
AGREEMENT
NOW,
THEREFORE, in consideration of the premises set forth above and other good and valuable consideration, the receipt and sufficiency of
which are hereby acknowledged, the Parties agree as follows:
1.
Termination of Agreement. Subject to the terms and conditions in this Agreement, Seller and Buyer mutually agree to terminate the
Membership Interest Purchase Agreement and Secured Note as of the Effective Date (the “Termination Date”). From and after
the Termination Date, the Membership Interest Purchase Agreement and Secured Note will be of no further force or effect, and the rights
and obligations of the Parties thereunder shall terminate, except that the obligation to pay the amount described in Section 1.04 of
the Membership Interest Purchase Agreement will be replaced by Buyer’s obligation under the Promissory Note. Effective on the Termination
Date, Buyer transfers and relinquishes to Gary Bowie all membership and other ownership interests, if any, it holds in Seller; Seller
consents and shall update its records, and Gary Bowie accepts the transfer by signing below. Buyer has no further ownership, management,
funding or acquisition obligation.
2.
Mutual Releases. In consideration of the covenants and agreements of the Parties under this Agreement, each Party, on behalf of itself
and its respective present and former parents, subsidiaries, affiliates, officers, directors, shareholders, members, successors and assigns
(collectively, “Releasors”), solely as to claims each owns or is authorized to release, hereby releases, waives and forever
discharges the other Party and its respective present and former, direct and indirect, parents, subsidiaries, affiliates, employees,
officers, directors, shareholders, members, successors, and assigns (collectively, “Releasees”) of and from any and all known
or unknown claims, debts, liabilities, covenants, agreements, demands, obligations, costs, expenses, actions or causes of action, of
every nature, character and description without limitation in law, equity or otherwise, in any federal or state court or other tribunal
that relate to or arise or arose out of or by reason of any matter, cause or thing whatsoever incurred, done, omitted or suffered to
be done prior to the date hereof that directly or indirectly relates to the Membership Interest Purchase Agreement and Secured Note (collectively,
the “Claims”) which any of such Releasors ever had, now have, or may hereafter at any time have against any of such Releasees,
except for obligations expressly stated in this Agreement and the Promissory Note.
1
3.
Entire Agreement. This Agreement and the Promissory Note constitute the entire agreement between the Parties pertaining to the subject
matter hereof and supersedes any other oral or written understandings, agreements, representations, and warranties between them relating
thereto. Section 13 controls any conflict concerning termination, release or surviving liabilities; the Promissory Note controls its
payment terms subject to this Agreement.
4.
Amendment. No amendment, supplement, modification, waiver or termination of this Agreement is binding unless executed in writing
by the Party to be bound thereby. No waiver of any of the provisions of this Agreement constitutes a waiver of any other provision of
this Agreement, whether or not similar, nor will any such waiver constitute a continuing waiver unless otherwise expressly provided thereby.
5.
Severability. The invalidity of any term or terms of this Agreement shall not affect any other term of this Agreement, which shall
remain in full force and effect, unless such term was material to a party’s benefit of the bargain contained herein, in which case
such term shall not be severed from the remainder of this Agreement.
6.
Binding Effect. This Agreement shall bind and inure to the benefit of the Parties and their respective successors and assigns.
7.
Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of Tennessee without regard
to conflict of law principles. Disputes shall be resolved in the courts located in Davidson County, Tennessee.
8.
Further Assurances. At any time and from time to time after the date hereof, each of the Parties hereby agrees, upon the reasonable
request of any other Party hereto, to execute, deliver, file and record such additional agreements, documents and instruments and to
take such further actions as may be required to carry out the intent and purpose of this Agreement. No further assurance may impose any
additional payment, collateral or acquisition obligation on Buyer.
9.
Attorneys’ Fees. In the event either Party commences any action in a court of law to enforce this Agreement or obtain damages
for the breach of this Agreement, the prevailing Party shall be entitled to an award of its reasonable, documented attorneys’ fees
and costs actually incurred in connection with such action.
10.
Counterparts. This Agreement may be executed in counterparts, each of which is deemed an original, but all of which constitutes one
and the same agreement. Delivery of an executed counterpart of this Agreement electronically or by facsimile shall be effective as delivery
of an original executed counterpart of this Agreement.
11.
Construction. Each party is represented by counsel and the preparation of this Termination Agreement was the result of the mutual
drafting of their counsel and it may not be construed for or against any party.
12.
Confidentiality and Non-Disparagement. Each party will keep the terms of this Agreement confidential and will not disclose them except
to its directors, officers, employees, attorneys, accountants, tax advisers, insurers, and other professional advisers who need to know
and are bound by a duty of confidentiality; as required by law, subpoena, or court order; or with the other party’s prior written
consent. A party required to disclose the terms will, to the extent legally permitted, promptly notify the other party and reasonably
cooperate with any effort to limit disclosure. Neither party will make or publish a statement about the other party that it knows to
be false and that is reasonably likely to harm the other party’s reputation. Each party will instruct its officers and directors
not to make such statements. This provision does not restrict truthful statements required by law or legal process, communications with
government agencies, or the exercise of rights that cannot lawfully be waived or restricted.
2
13.
Complete Settlement. Notwithstanding anything else in this Agreement, the Promissory Note or any related document, delivery of the
Promissory Note is accepted as the full and final replacement and discharge of every obligation of Buyer and its Releasees arising from
the 2025 acquisition relationship, including any related amendment, side agreement or replacement purchase agreement signed before the
Effective Date. The $89,986.18 is the final settlement principal after all agreed credits, with no later adjustment or additional charge
for the terminated transaction. Additional amounts are limited to those expressly recoverable under the Promissory Note, subject to its
SETTLEMENT LIMITATIONS, or for obligations expressly retained in this Agreement, subject to this Section. All related debt, interest,
expenses, operating or property costs, indemnities, guarantees, liens, conversion or issuance rights and other obligations arising from
the 2025 acquisition relationship are terminated, whether known, unknown, contingent or later asserted; only the obligations expressly
stated in this Agreement and the Promissory Note remain. To the extent permitted by law, no default, other breach or invalidity of a
provision revives a terminated obligation. Seller may enforce the Promissory Note according to its terms, subject to this Section and
the Note’s SETTLEMENT LIMITATIONS. No remedy permits duplicate recovery or revival of discharged obligations.
Seller
is solely responsible for liabilities of Seller and its property and shall indemnify Buyer and its Releasees only against third-party
claims to the extent caused by Seller’s breach of an express obligation under this Agreement or Seller’s undisclosed transfer
of a released claim. Buyer shall indemnify Seller and its Releasees only against third-party claims to the extent caused by Buyer’s
breach of an express obligation under this Agreement or Buyer’s undisclosed transfer of a released claim. This indemnity does not
cover discharged obligations, liabilities of Seller or its property, or losses to the extent caused by Seller or its Releasees and does
not increase amounts recoverable under the Promissory Note or permit duplicate recovery.
Before
execution, Seller and Gary Bowie shall disclose in writing any prior assignments, pledges or transfers of rights or securities from the
terminated acquisition relationship, identify the affected holders, or confirm that none occurred. At execution, they shall deliver cancellation
of the Secured Note and the lien releases, third-party releases (including releases from affected holders) and membership consents needed
to complete this Agreement. Securities issued to Seller or Gary Bowie in connection with the terminated acquisition relationship, including
related agreements, and still owned by them shall be surrendered for cancellation at closing. The Parties shall confirm the required
deliveries in writing before execution.
Seller
and Gary Bowie each represent and warrant that they own, or have full authority to release, the rights that they release pursuant to
this Agreement. Buyer represents and warrants that it owns, or has full authority to release, the rights that it releases pursuant to
this Agreement.
This
Agreement and the Promissory Note become effective only when the Parties simultaneously deliver the signed Agreement (including Gary
Bowie’s individual joinder), the signed Promissory Note and the items required above. The Parties may agree in writing to defer
a specified item, stating who must deliver it and by when. If any completion item is later discovered to have been omitted, incomplete,
or otherwise outstanding, such completion item shall remain due and enforceable, but such omission, incompleteness, or failure shall
not invalidate, rescind, terminate, or otherwise impair this Agreement, the Promissory Note, or the discharge contemplated hereby. This
Section controls any conflict. No independent right of a nonsignatory or nonwaivable legal duty is released.
[Remainder
of page intentionally left blank; signature page follows.]
3
IN
WITNESS WHEREOF, the Parties have executed this Agreement to be effective as of the Effective Date.
BUYER:
American
Rebel Holdings, Inc.,
a
Nevada Corporation
/s/
Corey Lambrecht
By:
Corey
Lambrecht
Title:
COO
Date:
10/12/2026
SELLER:
218
LLC,
a
Tennessee limited liability company
/s/
Gary Bowie
By:
Gary
Bowie
Title:
Owner
Date:
10/12/2026
GARY
BOWIE - LIMITED INDIVIDUAL JOINDER
Gary
Bowie joins individually solely to give and receive the releases in Sections 2 and 13 as to his own Claims, perform the undertakings
applicable to him under Section 13, and accept the transfer under Section 1. Sections 4 through 12 apply to those undertakings. He does
not guarantee the Promissory Note or Seller’s indemnity.
Signature:
/s/
Gary Bowie
Gary Bowie, individually
Date:
10/12/2026
4
EXHIBIT
A
PROMISSORY
NOTE
NON-NEGOTIABLE;
UNSECURED; NONCONVERTIBLE
Principal
Loan
Date
Maturity
Loan
No.
Cal
Collateral
Account
Officer
Initials
$89,986.18
10/12/2026
07/12/2027
N/A
N/A
None
N/A
N/A
N/A
References
in this area are for Lender’ use only and do not limit the applicability of this document to any particular loan or item.
Borrower:
American Rebel Holdings, Inc., a Nevada corporation
Lender:
218 LLC, a Tennessee limited liability company
Principal
Amount: $89,986.18 Interest Rate: 7%
Date
of Note: 10/12/2026 (the Effective Date)
Date
of First Payment: 11/12/2026 (one calendar month after the Effective Date)
PROMISE
TO PAY. American Rebel Holdings, Inc., a Nevada corporation (“Borrower”) promises to pay to 218 LLC, a Tennessee limited
liability company, 1912 Adelicia ST, Nashville, TN 37212, (“Lender”), in lawful money of the United States of America, the
principal amount of Eighty-Nine Thousand Nine Hundred Eighty-Six and 18/100 Dollars ($89,986.18) until paid in full.
PAYMENT.
Borrower shall pay to Lender accrued interest only on the outstanding principal balance of this Note at the fixed rate of seven percent
(7.00%) per annum. Based upon the original and outstanding principal amount of $89,986.18, Borrower shall make nine (9) monthly interest-only
payments of Five Hundred Twenty-Four and 92/100 Dollars ($524.92) each, commencing on the Date of the First Payment, identified above,
which is one calendar month after the actual Effective Date of the Termination Agreement and Mutual Release between Borrower and Lender
of even date (the “Settlement Agreement”), and continuing on each monthly anniversary through the ninth (9th)
month, which is the Maturity Date. Each such payment shall be applied solely to accrued interest, and no portion of such monthly payments
shall be applied to reduce the principal balance. Interest begins only on the Effective Date. Each full monthly period bears simple interest
at 7% divided by 12 on the actual unpaid principal. Partial periods and changes in principal are prorated using actual days in the applicable
monthly period, and each payment is rounded to the nearest cent. The payment due date shall fall on the same calendar day of the month
as the Effective Date, or, if a corresponding calendar day does not exist in a particular month, on the last calendar day of that month.
A due date falling on a weekend or Tennessee bank holiday moves to the next business day without extra interest solely from that extension.
BALLOON
PAYMENT. On the Maturity Date, nine (9) calendar months after the Effective Date, Borrower shall pay to Lender the entire unpaid
principal balance of this Note, together with any accrued and unpaid interest and any other amounts then due and owing under this Note.
The ninth monthly interest payment shall be due concurrently with the balloon payment. Assuming no principal reduction and timely payment
of the first eight installments, the combined final payment is $90,511.10, consisting of $89,986.18 principal and $524.92 final interest,
plus only any other amounts properly due under this Note.
PREPAYMENT.
Borrower may prepay all or any part of this Note at any time without penalty, fee or unearned interest. Payments apply first to accrued
unpaid interest and then to principal. Partial prepayment does not postpone payment dates, but future interest is calculated on reduced
unpaid principal. Payment in full of all amounts properly due ends future payment obligations.
LATE
CHARGE. If a payment is seven (7) days or more late, Borrower will be charged a flat fee of $50.00.
DEFAULT.
Subject to SETTLEMENT LIMITATIONS below, Borrower will be in default if any of the following happens: (a) Borrower fails to make any
payment when due. (b) Borrower fails to comply with or to perform when due any other term, obligation, covenant, or condition contained
in this Note or any agreement related to this Note. (c) Any representation or statement made or furnished to the Lender by Borrower or
on Borrower’s behalf is false or misleading in any material respect either now or at the time made or furnished. (d) Borrower becomes
insolvent, a receiver is appointed for any part of Borrower’s property, Borrower makes an assignment for the benefit of creditors,
or any proceeding is commenced either by Borrower or against Borrower under any bankruptcy or insolvency laws. (e) Any creditor tries
to take any of Borrower’s property on or in which Lender has a lien or security interest. This includes a garnishment of any of
Borrower’s accounts with the Lender. (f) Any of the events described in this default section occurs with respect to any guarantor
of this Note.
5
LENDER’S
RIGHTS. Subject to SETTLEMENT LIMITATIONS below and applicable law, upon default, Lender may declare the entire unpaid principal
balance and all accrued and unpaid interest immediately due after the notice and cure required below. Lender may hire or pay someone
else to help collect this Note if Borrower does not pay. Borrower also will pay the Lender that amount. This includes, subject to any
limits under applicable law, Lender’s attorneys’ fees and Lender’s legal expenses whether or not there is a lawsuit,
including attorneys’ fees and legal expenses for bankruptcy proceedings (including efforts to modify or vacate any automatic stay
or injunction), appeals, and any anticipated post-judgment collection services. If not prohibited by applicable law, Borrower also will
pay any court costs, in addition to all other sums provided by law. This Note has been delivered to Lender and accepted by Lender in
the State of Tennessee. If there is a lawsuit, Borrower agrees to submit it to the jurisdiction of the courts of Davidson County, Tennessee.
This Note shall be governed by and construed in accordance with the laws of the State of Tennessee.
GENERAL
PROVISIONS. Lender may delay or forgo enforcing any of its rights or remedies under this Note without losing them. Borrower and any
other person who signs, guarantees, or endorses this Note, to the extent allowed by law, waive presentment, demand for payment, protest,
and notice of dishonor. Upon any change in the terms of this Note, and unless otherwise expressly stated in writing, no party who signs
this Note, whether as maker, guarantor, accommodation maker, or endorser, shall be released from liability. All such parties agree that
Lender may renew or extend (repeatedly and for any length of time) this loan or release any party or guarantor or collateral; or impair,
fail to realize upon or perfect Lender’s security interest in the collateral. All such parties also agree that Lender may modify
this Loan without the consent of or notice to anyone other than the party with whom the modification is made. The obligations under this
Note are joint and several.
Borrower
expressly agrees that the interest rates specified in this Note shall be the applicable interest rates due (a) on amounts outstanding
during the term of this Note, notwithstanding the rate of interest prescribed by statute from time to time, and (b) with respect to any
amounts outstanding on and after the maturity date of this Note.
SETTLEMENT
LIMITATIONS. Notwithstanding anything else in this Note, this Note evidences an unsecured, nonconvertible debt solely of Borrower
and is subject to the Settlement Agreement, including its complete discharge and non-revival provisions. No other person guarantees or
owes that debt, and no lien or equity right is granted or retained. A payment failure or other breach of this Note is a default only
if it remains uncured for ten (10) days after Borrower receives written notice specifying the breach. The ten (10)-day cure period shall
apply only to the first occurrence of the applicable breach, and any subsequent occurrence of the same or substantially similar breach
shall constitute a default without any further notice or additional cure period. One notice may demand cure and state that the unpaid
balance will become immediately due if the breach is not cured within that period; timely cure prevents acceleration. No second notice
is required. Any other default requires ten (10) days’ written notice before acceleration. All remedies remain subject to applicable
law. Recovery is limited to unpaid principal, accrued simple interest at 7%, the stated late charges and reasonable, documented collection
costs, including reasonable attorneys’ fees, actually incurred, without duplicate recovery or revival of the terminated transaction.
No change to this Note binds either Party without its written consent. This paragraph controls every conflicting term.
ASSIGNMENT
AND PAYOFF. At Borrower’s request, Lender shall assign this Note to a replacement lender when Lender receives in cleared funds
all principal, accrued interest and other amounts properly due through the transfer date, with no assignment fee or prepayment charge.
Lender shall deliver the Note and signed assignment at that time. Borrower remains liable only to the new lender on unchanged terms.
Every transferee must accept in writing this Note, the Settlement Agreement and Borrower’s defenses and payment credits. A transfer
does not increase or duplicate Borrower’s liability or release Lender’s settlement obligations. Upon payoff rather than assignment,
Lender shall cancel and return the Note or provide a written discharge.
6
NOTICES.
Notices under this Note must be in writing and sent to the contacts below by hand, tracked overnight courier or email. Notice is received
on hand delivery, on delivery or refusal recorded by the courier, or, for email, when sent, provided the sender receives no bounce-back
or other delivery-failure notification. Each party must complete its contact details before signing and may change them by written notice
received under this paragraph. These requirements control any general notice waiver.
Borrower
notice contact: American Rebel Holdings, Inc.
Attention:
Corey Lambrecht
Notice
address: 601 E. Charleston Blvd., Suite 100, Las Vegas, NV 89104
Notice
email: corey.lambrecht@americanrebel.com and info@americanrebel.com
Lender
notice contact: 218 LLC
Attention:
Gary Bowie and Rosemary Calcese
Notice
address: 1811 Memorial Circle, Clarksville, TN 37043
Notice
email: rosemary@calceselaw.com AND taylor@calceselaw.com, with a copy to: bowiebeach@gmail.com
PRIOR
TO SIGNING THIS NOTE, BORROWER READ AND UNDERSTOOD ALL THE PROVISIONS OF THIS NOTE. BORROWER AGREES TO THE TERMS OF THE NOTE AND ACKNOWLEDGES
RECEIPT OF A COMPLETED COPY OF THE NOTE.
BORROWER
American
Rebel Holdings, Inc., a Nevada corporation
LENDER
218
LLC, a Tennessee limited liability company
/s/
Corey Lambrecht
/s/
Gary Bowie
By:
Corey
Lambrecht
By:
Gary
Bowie
Title:
COO
Title:
Owner
Date:
10/12/2026
Date:
10/12/2026
7
EX-99.1
EX-99.1
Filename: ex99-1.htm · Sequence: 5
Exhibit 99.1
Champion
Safe Launches Major Lean Transformation of Utah Factory to Increase Throughput, Lower Cost and Accelerate Dealer Fulfillment
Wednesday,
23 September 2026 08:30 AM
Topic:
Company
Update
Comprehensive
factory realignment is designed to eliminate waste and bottlenecks, increase throughput, lower unit costs, shorten lead times, improve
quality and delivery consistency, strengthen working-capital efficiency, and create a more scalable operating platform for converting
dealer demand into shipments and revenue.
PROVO,
UT / ACCESS Newswire / September 23, 2026 / Champion Safe Company (championsafe.com), a premier manufacturer of high-security
safes and vault doors, and a proud subsidiary of American Rebel Holdings, Inc. (OTC PINK:AREB), America’s Patriotic Brand™,
today announced a major restructuring and physical realignment of its Utah manufacturing operation around lean manufacturing principles,
representing a significant step forward in the company’s drive to increase production efficiency, accelerate throughput and build
a more scalable manufacturing platform.
The
factory realignment builds directly on Champion’s July 2026 strategic growth capital investment, which was directed toward manufacturing,
supplier commitments and fulfillment. The current initiative takes that investment deeper into day-to-day factory execution by improving
how steel, components, work-in-process and finished products move through Champion’s Utah manufacturing operation.
The
initiative is redesigning the way materials, components, employees, work-in-process and finished products move through Champion’s
factory. Rather than viewing manufacturing as a series of separate departments, Champion is restructuring the floor around a more efficient
production flow intended to reduce unnecessary movement, waiting, handling and other non-value-added activity between manufacturing steps.
The
objective is straightforward but far-reaching: move more safes through the factory, more efficiently and predictably, while maintaining
the construction standards and quality Champion customers and dealers expect.
For
Champion, the potential benefits extend well beyond the factory floor. A more efficient manufacturing operation can support lower production
costs, greater output from existing resources, shorter manufacturing cycles, improved delivery reliability, better use of working capital,
stronger dealer service and faster conversion of existing customer demand into completed shipments and recognized revenue.
“This
is much bigger than moving equipment around a factory,” said Tom Mihalek, CEO of Champion Safe Company. “We are redesigning
how work moves through Champion. We already have the products, the dealer relationships and the demand. The opportunity is to create
a manufacturing system that moves that demand through the factory faster, more efficiently and with greater predictability.”
Mihalek
continued, “When we reduce wasted movement, eliminate unnecessary waiting, remove bottlenecks and create better flow, the benefits
can reach virtually every part of the business. Throughput can increase. Lead times can come down. Costs can improve. Delivery becomes
more predictable. Working capital can move more efficiently. Most importantly, we can get more completed safes into the hands of our
dealers and customers.”
Rebuilding
the Factory Around Flow
At
the center of the initiative is a simple manufacturing principle: every step in production should move the product closer to completion
as efficiently as possible.
Champion’s
realignment is examining the physical sequence of manufacturing processes, distances traveled by materials and partially completed safes,
staging locations, work queues, handoffs between operations, employee movement, component availability and potential production constraints.
The
company is evaluating how each production stage connects with the next and reorganizing the factory to create a more logical progression
from raw material and components through fabrication, finishing, assembly, inspection and completion.
The
goal is to replace unnecessary movement and disconnected production activity with a more coordinated flow in which each stage of manufacturing
supports the next.
“We
are looking at the entire factory as one connected system rather than a collection of individual departments,” said Kirk Brown,
Executive Director of Operations for Champion Safe Company. “Where does material enter? How far does it travel? How many times
is it moved or touched? Where does work wait? Where do bottlenecks form? What causes one area to get ahead while another falls behind?
Those are the questions driving this realignment.”
Brown
added, “The goal is less waiting, less motion, less handling, clearer processes and a steadier movement of product toward completion.
Every unnecessary step we can remove gives us an opportunity to improve the overall performance of the factory.”
Increasing
Throughput Without Simply Adding More Cost
One
of the most important potential benefits of the lean realignment is increased manufacturing throughput.
Manufacturing
capacity is not determined only by the number of employees, machines or square feet inside a building. It is also determined by how effectively
those resources work together.
A
poorly flowing process can leave equipment waiting for components, employees waiting for the next operation, materials traveling unnecessary
distances or partially completed products sitting between manufacturing stages.
Those
delays consume time and capacity without creating additional finished product.
Champion’s
lean initiative is designed to attack those inefficiencies throughout the production process.
By
improving manufacturing flow and reducing time that products spend waiting between operations, Champion believes it can increase the
amount of finished product generated by its existing manufacturing infrastructure.
That
creates the potential for meaningful operating leverage.
To
the extent Champion can increase output without requiring proportional increases in fixed costs, factory space, labor or capital equipment,
the company can improve the economics of each incremental unit produced.
“We
want more of every manufacturing hour devoted to actually building safes,” Mihalek said. “The opportunity is to get more
output from the resources we already have while creating a structure that can support additional growth. That is good manufacturing discipline,
and it is also good business.”
Lowering
Cost by Eliminating Waste
Cost
reduction is another important objective of the initiative, but Champion’s approach is not simply about cutting expenses.
The
focus is on removing costs that do not add value to the finished product.
Every
unnecessary movement of material requires time. Every extra handling step consumes labor. Every production interruption creates inefficiency.
Every unit that waits between processes occupies valuable factory space and ties up working capital. Every quality issue discovered late
in production can require additional inspection, repair, movement or rework.
Individually,
those inefficiencies may appear small. Across thousands of manufacturing steps and hundreds of completed products, however, they can
have a meaningful effect on unit cost and factory productivity.
Champion’s
lean realignment is intended to systematically identify and reduce those sources of waste.
Potential
benefits include fewer unnecessary material movements, more efficient labor utilization, reduced production delays, better organization
of tools and components, lower rework requirements, more disciplined staging of work-in-process and improved utilization of manufacturing
space.
The
cumulative objective is a lower and more predictable cost structure while preserving the substantial construction and quality standards
associated with Champion products.
Shortening
the Time From Steel to Shipment
The
company is also targeting manufacturing cycle time.
For
Champion dealers, manufacturing efficiency ultimately becomes a service issue.
A
safe that spends less time waiting between operations can move through production faster. A factory with fewer bottlenecks can produce
against schedules more consistently. More consistent production can create more reliable shipment expectations.
That
has meaningful implications throughout Champion’s dealer network.
Dealers
depend on product availability to fill customer orders, maintain showroom selection and plan their businesses. Greater manufacturing
predictability can help Champion provide better visibility into expected completion and shipment timing while reducing the operational
disruptions created by unexpected production delays.
The
impact can ultimately reach the end customer as well.
A
customer purchasing a safe is often making a significant, considered purchase. Greater product availability and more dependable delivery
timing improve the overall buying experience and give Champion dealers greater confidence when setting expectations with their customers.
Turning
Existing Demand Into Shipments and Revenue
The
operational transformation also has a direct connection to Champion’s financial performance.
Customer
demand alone does not create the full economic benefit of a sale. Orders must ultimately move through manufacturing, be completed and
ship.
Earlier
in 2026, Champion reported a record dealer backlog of $3.9 million, which the company believes demonstrated substantial demand already
in hand. The opportunity now is to strengthen the manufacturing system responsible for converting that demand into completed shipments
and recognized revenue more efficiently.
Increasing
production throughput gives Champion the opportunity to move existing demand through that process faster.
As
the company has previously emphasized, converting open orders into finished shipments is an important operational priority. The lean
factory realignment is designed to strengthen the production engine responsible for that conversion.
“The
financial logic is very simple,” Mihalek said. “An unfinished safe sitting between production processes is tying up material,
labor and working capital. A completed safe that ships serves our dealer, serves the customer and can become revenue. Our job is to shorten
that journey wherever we can.”
Improved
manufacturing flow therefore has the potential to affect multiple financial levers simultaneously: revenue conversion, cost per unit,
working-capital efficiency, overhead absorption, inventory velocity and the amount of capital required to support future growth. By reducing
non-value-added movement, waiting, handling, rework and work-in-process while increasing output, Champion expects the initiative to support
improved profit margins over time.
Improving
Working-Capital Efficiency
Lean
manufacturing also creates an opportunity to improve how efficiently capital moves through the business.
Every
partially completed safe represents materials and labor that have already been invested but have not yet reached the point of shipment.
Reducing
the amount of time products remain in work-in-process can shorten that cash-conversion cycle.
Better
production flow can also provide clearer visibility into component requirements and material consumption, supporting more disciplined
purchasing and staging decisions.
Champion
expects the realignment to provide greater visibility into where products are in the manufacturing process, what each production stage
needs and where constraints are forming.
That
information can help operations teams make better decisions before small problems become larger production disruptions.
Improving
Quality Through Better Process Control
Champion’s
lean initiative is also intended to reinforce product quality.
More
organized manufacturing flow, clearer work sequences and more consistent processes can make deviations easier to identify earlier in
production.
Finding
a problem closer to the point where it originates is significantly more efficient than discovering it after additional labor and materials
have already been added.
Champion
therefore views quality and productivity as complementary goals rather than competing priorities.
The
company’s objective is not to move products quickly at the expense of quality. It is to create processes that make it easier to
build products correctly and consistently while identifying problems earlier.
“Speed
only matters if the product coming off the line meets our standards,” Brown said. “Better flow gives us an opportunity to
make quality more visible throughout the process. When work is organized, expectations are clear and problems are identified closer to
where they occur, the entire operation becomes easier to manage and improve.”
Creating
a More Predictable Factory
Predictability
is another critical objective.
Manufacturing
volatility creates ripple effects throughout an organization.
When
one production stage falls behind, scheduling changes. When schedules change, component requirements change. When completion dates move,
shipment planning changes. Dealer expectations must then be adjusted.
A
smoother production flow can reduce that variability.
Champion
believes a more balanced manufacturing system will provide operations teams with greater visibility into daily production performance,
potential constraints and the status of work moving through the facility.
That
can strengthen production scheduling, purchasing, logistics and dealer communication.
Rather
than reacting to problems after they have already affected delivery, the company’s objective is to identify production constraints
earlier and address them more systematically.
Making
Better Use of the Existing Factory Footprint
Physical
space is another valuable manufacturing resource.
Work-in-process
inventory, unnecessary staging areas and inefficient movement can consume significant factory space without increasing output.
As
Champion realigns its production floor, the company is examining how space is being used and how material and product movement can be
consolidated.
Better
space utilization can create additional effective capacity inside an existing facility.
That
may allow Champion to increase production while limiting the amount of incremental factory space or infrastructure required to support
each additional unit of growth.
It
can also create cleaner production pathways, better organized work areas and improved visibility across the manufacturing floor.
Reducing
Material Handling and Unnecessary Movement
Safes
are substantial products.
Every
unnecessary movement of steel, components or partially completed safes requires time, equipment and employee effort.
Reducing
the distance materials travel through the factory and eliminating redundant handling can therefore create meaningful efficiency improvements.
A
more logical factory layout can place related processes closer together, improve material staging and reduce unnecessary transportation
between production steps.
Reducing
excess movement can also support a more orderly work environment and reduce the physical burden associated with unnecessary handling.
Champion
views those improvements as another example of how relatively simple operational changes can compound across the entire manufacturing
process.
Giving
Employees Clearer Processes and Better Visibility
Champion’s
lean transformation is ultimately dependent on the people working inside the factory.
Employees
see production issues every day. They know where work slows down, which processes create frustration, where unnecessary movement occurs
and which problems repeatedly interrupt production.
The
lean approach creates an opportunity to bring those observations into the continuous-improvement process.
Standardizing
successful processes also makes it easier to train employees, cross-train teams, establish clear expectations and identify when actual
performance begins to deviate from the expected process.
The
result is intended to be a factory in which problems are easier to see, responsibilities are clearer and employees have a stronger framework
for solving operational issues.
“Lean
is not something management does to the factory,” Brown said. “The people doing the work have to be part of improving the
work. Our team understands these processes at a very detailed level. We want to combine that experience with a better physical layout
and more disciplined operating processes so we can continuously improve how Champion builds product.”
Supporting
Better Dealer Service
Ultimately,
Champion believes manufacturing improvements must translate into a better experience for its dealers.
Independent
dealers remain central to Champion’s distribution model.
Those
businesses need products they can sell, realistic delivery expectations and confidence that orders will move through Champion’s
system as promised.
Greater
manufacturing consistency can improve all three.
Faster
throughput can increase product availability. More predictable production can support more reliable delivery schedules and more dependable
fulfillment expectations. Better visibility into factory flow can also improve order-status visibility and give Champion’s sales
team clearer information when communicating with dealers about existing orders.
It
can also allow Champion’s sales organization to spend more time developing dealer business and less time managing manufacturing
exceptions.
That
connection between the factory and the dealer is a major reason Champion is placing significant emphasis on operational execution.
Building
a Manufacturing Platform for Scalable Growth
Champion
does not view the factory realignment as a one-time efficiency project.
The
company intends for lean principles and continuous improvement to become increasingly embedded in how its manufacturing operation is
managed.
As
production flow improves, Champion expects to continue identifying opportunities to refine individual work areas, remove constraints,
improve quality, standardize successful processes and increase output.
That
creates a manufacturing platform that can evolve as the company grows.
A
disciplined production system can also provide a stronger foundation for future investments in equipment, automation, manufacturing technology
and information systems because standardized and visible processes are easier to measure and improve.
Rather
than simply adding resources whenever demand increases, Champion intends to first maximize the productivity of its existing manufacturing
system and then deploy additional resources where they can create the greatest return.
“This
is about building the manufacturing company Champion needs to be for the future,” Mihalek said. “We want a factory that can
grow with our dealers, respond faster to demand and convert opportunity into finished product with much greater efficiency.”
“We
are attacking this from the factory floor up,” Mihalek continued. “More throughput. Better flow. Shorter cycle times. Lower
waste. Greater predictability. Better use of capital. Stronger dealer fulfillment. Each improvement reinforces the others, and that is
what makes this initiative so important.”
From
Operational Discipline to Competitive Advantage
The
broader objective is to make manufacturing execution a competitive advantage for Champion.
Products,
brands and dealer relationships remain critical, but the ability to consistently manufacture and deliver product determines how effectively
customer demand can ultimately be served.
Champion
believes improving that capability can strengthen nearly every part of its business.
More
efficient production can improve economics.
More
throughput can support revenue growth.
Shorter
lead times can improve dealer service.
Better
quality control can reduce rework and strengthen customer satisfaction.
More
reliable delivery can build dealer confidence.
Improved
working-capital efficiency can strengthen the financial model.
Better
utilization of space, labor and equipment can create additional capacity without requiring equivalent increases in fixed cost.
And
a culture of continuous improvement can help Champion identify and solve operational problems faster as the business evolves.
“We
have a tremendous opportunity in front of us,” Mihalek said. “This realignment is about taking the demand for Champion products
and building an operation capable of serving that demand with greater speed, discipline and efficiency. We are building momentum, and
we intend to keep pushing.”
Brown
added, “You can walk through a factory and see equipment, steel and finished product. What we are focused on now is what happens
between those things - the movement, the waiting, the handoffs, the decisions and the flow. That is where enormous opportunity exists.
We are going after it process by process.”
Champion
expects the physical factory realignment and ongoing process improvements to continue as the company evaluates production flow, identifies
additional constraints and implements further improvements across its Utah manufacturing operation.
About
Champion Safe Company
Champion
Safe Co. has been manufacturing high-quality safes and vault doors for over 25 years, delivering serious security and fire protection
for homeowners and businesses.
Champion
Safes feature:
● 100%
American-made, high-strength steel
● Full-length
double steel door construction
● Industry-leading
fire and theft protection
● Lifetime
Warranty
Real-world
events continue to demonstrate the importance of proven protection:
Watch
a recent burglary attempt where intruders attacked a Champion Safe for hours without gaining access: youtube.com/watch?v=KgK8_VJGgmo
Watch
a catastrophic house fire recovery where a Champion Safe preserved irreplaceable valuables after the home was destroyed: youtube.com/watch?v=B2j8gtHC-fk
Learn
more at championsafe.com
About
American Rebel Holdings, Inc. (OTC PINK:AREB)
American
Rebel Holdings, Inc. (OTC PINK:AREB) is a diversified patriotic lifestyle company founded by CEO Andy Ross. The Company began with branded
safes and personal security products and has expanded into beverages, apparel, and accessories. With the introduction and growth of American
Rebel Light Beer, the Company continues to execute its distribution-first strategy while building American Rebel as America’s Patriotic
Brand.
For
more information, visit americanrebelbeer.com and americanrebel.com.
Watch
the American Rebel Story as told by our CEO Andy Ross.
Contact
Information
Locate
a Champion Safe Dealer: https://www.championsafe.com/dealer-directory
Become
a Champion Safe Dealer: https://www.championsafe.com/become-a-dealer
Investor
Relations: ir@americanrebel.com
Forward-Looking
Statements
This
press release contains forward-looking statements within the meaning of applicable federal securities laws. Forward-looking statements
generally may be identified by words and expressions such as “believe,” “expect,” “anticipate,” “intend,”
“plan,” “target,” “seek,” “may,” “will,” “should,” “continue,”
“opportunity,” “potential,” “designed,” “growth,” “improve,” “increase,”
“reduce,” “accelerate” and similar expressions.
Forward-looking
statements in this release include, but are not limited to, statements regarding Champion Safe Company’s lean manufacturing initiative
and factory realignment; anticipated increases in production throughput, capacity and efficiency; anticipated reductions in manufacturing
costs, waste, work-in-process, material movement, lead times and production cycle times; potential improvements in quality, factory utilization,
labor productivity, working-capital efficiency, inventory velocity, production scheduling, delivery reliability and dealer fulfillment;
the company’s ability to increase output through existing manufacturing infrastructure; potential operating leverage and overhead
absorption; the conversion of open orders and customer demand into completed shipments and recognized revenue; expected improvements
in dealer service and communication; future manufacturing capacity; continuous-improvement initiatives; future investments in equipment,
automation, technology and information systems; and Champion Safe Company’s ability to support future sales and long-term growth.
These
forward-looking statements are based on current expectations, plans, estimates and assumptions and involve significant risks and uncertainties.
There can be no assurance that the factory realignment or lean manufacturing initiative will achieve the anticipated improvements in
throughput, cost, efficiency, capacity, quality, lead times, working capital, delivery performance, revenue, profitability or other operating
or financial results.
Actual
results may differ materially due to numerous factors, including the timing and effectiveness of implementation; manufacturing disruptions
associated with changing factory layouts or processes; employee training and adoption; equipment performance and downtime; labor availability;
supplier performance; availability and cost of steel and other materials; component shortages; logistics and freight constraints; product
mix; changes in dealer orders or customer demand; order modifications or cancellations; quality issues; capital availability; inflation;
competitive conditions; economic conditions; consumer discretionary spending; interest rates; regulatory changes; cybersecurity events;
natural disasters; geopolitical events; and other risks affecting Champion Safe Company or American Rebel Holdings, Inc.
The
anticipated operational benefits of lean manufacturing may take longer than expected to achieve, may require additional investment or
may not be achieved at all. Improvements in production throughput or efficiency may not result in proportional increases in revenue,
margins, profitability or cash flow, and increased manufacturing capacity does not assure corresponding customer demand or sales.
As
a subsidiary of American Rebel Holdings, Inc. (OTC PINK:AREB), Champion Safe Company is also subject to risks affecting its parent company,
including liquidity, access to capital, financing requirements, operating results, strategic initiatives, regulatory compliance and other
factors described in American Rebel Holdings, Inc.’s filings with the U.S. Securities and Exchange Commission.
Readers
are cautioned not to place undue reliance on forward-looking statements. Forward-looking statements speak only as of the date they are
made. Champion Safe Company and American Rebel Holdings, Inc. undertake no obligation to publicly update or revise any forward-looking
statements as a result of new information, future events or otherwise, except as required by applicable law.
SOURCE:
American Rebel Holdings
EX-99.2
EX-99.2
Filename: ex99-2.htm · Sequence: 6
Exhibit
99.2
Champion
Safe and Eastern Security Safe Go Big at The Big E With Major New England Safe Showcase
Friday,
25 September 2026 08:30 AM
Topic:
Company
Update
Eastern
Security Safe is showcasing a broad selection of Champion and American Rebel safes at one of New England’s largest consumer events,
giving fairgoers a limited-time opportunity to compare products and work directly with experienced safe professionals. Champion helped
prepare Eastern for the event with a full truckload of additional safes delivered before opening day. The high-traffic showcase also
reflects Champion’s broader strategy of supporting strong dealers with product availability, local expertise and retail opportunities
that can drive sell-through, replenishment orders and future revenue.
WEST
SPRINGFIELD, MA / ACCESS Newswire / September 25, 2026 / Champion Safe Company (championsafe.com), a premier manufacturer
of high-security safes and vault doors, and a proud subsidiary of American Rebel Holdings, Inc. (OTCID:AREB), America’s Patriotic
Brand™, is highlighting Eastern Security Safe’s major presence at the 2026 Big E in West Springfield, Massachusetts, where
the longtime New England safe specialist is showcasing Champion and American Rebel safes during the event’s limited 17-day run
through October 4.
Eastern
Security Safe is exhibiting inside The Big E’s Better Living Center, giving fairgoers the opportunity to see premium safes in person,
compare sizes and configurations, ask detailed product questions and work directly with a company that specializes in safe sales, delivery,
installation and service throughout New England.
Champion
supported Eastern’s preparation for the event with a truckload of additional safes delivered before the fair opened, helping ensure
the dealer arrived at one of its biggest consumer-facing opportunities of the year with substantial product availability and selection.
The
event opened September 18 and closes October 4, leaving customers across New England only a limited window to visit Eastern’s display
at one of the East Coast’s largest annual events.
“This
is exactly the kind of opportunity we want to help our dealers maximize,” said Tom Mihalek, CEO of Champion Safe Company.
“Eastern Security Safe has built a tremendous business around product knowledge, customer service and the ability to deliver and
install these products correctly. We made sure they had additional Champion and American Rebel safes before The Big E opened so their
team could enter the event ready to sell.”
The
Big E: A Major New England Buying Opportunity
The
Big E brings consumers from throughout New England together in West Springfield for 17 days of entertainment, food, shopping and regional
attractions.
For
Eastern Security Safe, that concentrated consumer traffic creates an opportunity to do what they do best: put customers in front of real
products and help them understand the differences that matter before making a major purchase.
Safes
are difficult products to fully evaluate from a photograph or spec sheet.
In
person, customers can compare overall size, interior configuration, door construction, locking systems, fire protection, finishes and
other features while getting practical guidance about delivery, placement and installation.
That
experience is particularly valuable with large safes and vault products, where choosing the product is only part of the purchase. Getting
it safely into a home or business and properly positioned can be just as important.
“People
come to The Big E from all over New England, and it gives us a great opportunity to meet customers who may have been thinking about buying
a safe but haven’t had the chance to really compare them in person,” said Derek Scott, manager at Eastern Security Safe.
“We brought a strong selection to the show, and Champion made sure we had additional product before the event started. We like
Champion because the safes are well-built with American-made steel, they offer the kind of quality and security our customers are looking
for, and the company supports us as a dealer. Our goal is to help people understand their options, choose the right safe and make the
entire process - from the sale through delivery and installation - as easy as possible.”
Eastern
Security Safe: Built Around Safe Expertise
Eastern
Security Safe has more than 40 years of experience in the safe business and operates showrooms in Mendon and West Springfield, Massachusetts.
The company serves customers across all six New England states and has established itself as one of the region’s leading specialty
safe retailers.
Its
business extends well beyond simply selling products.
Eastern
offers gun safes, home and office safes, commercial safes, specialty safes, vault doors, accessories, safe moving, delivery and installation
services. Its professional moving operation uses specialized vehicles and equipment designed specifically for handling extremely heavy
safes and difficult installations.
That
capability creates an important difference for customers.
Buying
a large safe online or from a general retailer can leave the customer responsible for figuring out how a product weighing hundreds of
pounds - and in some cases considerably more - gets from the curb into its final location.
Eastern’s
team works with customers through that process, including evaluating placement, access, stairs, flooring and other installation considerations.
“Eastern
is the kind of dealer that adds real value to the product,” Mihalek said. “Their team understands safes, understands installation
and knows how to guide a customer through a purchase that can last for decades. That expertise is one of the reasons they have developed
such a strong presence throughout New England.”
Champion
and American Rebel Safes on Display
Eastern
Security Safe is using The Big E to showcase Champion and American Rebel safes to consumers who may otherwise never have the opportunity
to compare premium safe products side by side.
Champion
safes use American-made steel and are designed around substantial construction, security, fire protection and long-term ownership value.
The
showroom-style environment at The Big E allows Eastern’s team to demonstrate those characteristics directly rather than relying
solely on marketing claims or online product descriptions.
Customers
can open the doors, examine interiors, compare available sizes and configurations, and talk directly with people who work with safes
every day.
Champion’s
pre-event truckload delivery gave Eastern additional product to support that opportunity throughout the fair.
“Sending
product ahead of The Big E is one part of a larger dealer strategy,” Mihalek said. “When a strong dealer has access to a
major consumer audience, we want them to have product available and the ability to capitalize on that traffic. If consumers buy through
the inventory on the floor, that creates the opportunity for additional dealer replenishment orders and keeps product moving through
the channel.”
Turning
Dealer Support Into Retail Opportunity
For
Champion, high-traffic retail events such as The Big E have importance beyond brand visibility.
Champion’s
business ultimately depends on moving product through its dealer network to consumers.
Manufacturing
output becomes more valuable when dealers have inventory available to sell. Dealer inventory becomes more valuable when it is placed
in front of qualified consumers. Successful retail sell-through can then create demand for replacement inventory and additional dealer
orders.
That
cycle - manufacturing, shipment, dealer inventory, consumer sell-through and replenishment - is central to Champion’s broader strategy
for converting manufacturing capacity into revenue.
The
company’s recent focus on manufacturing efficiency, production throughput and dealer fulfillment is intended to support that process
by getting more completed product into the hands of dealers who can sell it.
Eastern’s
presence at The Big E provides a highly visible example of that strategy at work: an established dealer, supported with product ahead
of a major consumer event, creating an opportunity to generate retail sales and future replenishment demand.
“Production
and sales are connected,” Mihalek said. “Our factory can build more product, but ultimately that product needs to reach dealers
and consumers. Supporting Eastern with inventory ahead of an event like The Big E helps connect manufacturing output to real retail opportunity.
That is good for the dealer, good for the customer and important to Champion’s growth.”
A
Limited-Time Opportunity at The Big E
Customers
considering a safe purchase have only until October 4 to visit Eastern Security Safe at The Big E.
Eastern
is located inside the Better Living Center, where its team is available to help customers compare products and answer questions
throughout the remaining days of the event.
Eastern
is also currently promoting its Big E Safe Sale through October 4, including 10% off eligible online purchases, up to 30% off
select in-store inventory, and delivery and installation included on qualifying purchases. Product eligibility and promotional terms
vary, so customers should confirm details directly with Eastern Security Safe.
The
limited event window creates a clear reason for customers to act now rather than waiting until later in the year.
Anyone
attending The Big E who has been considering a gun safe, home safe, office safe or vault door can use the remaining days of the event
to compare products in person and speak directly with Eastern’s experienced team.
Two
Massachusetts Showrooms Serving New England Year-Round
The
Big E may be temporary, but Eastern Security Safe’s presence in New England is not.
Customers
can visit Eastern year-round at its two Massachusetts locations:
Mendon
Showroom
23 Providence Street
Mendon, MA 01756
508-473-1048
West
Springfield Showroom
13 Bosworth Street
West Springfield, MA 01089
413-781-1048
Eastern
sells, services and delivers throughout Massachusetts, Connecticut, Rhode Island, New Hampshire, Vermont and Maine.
Its
West Springfield showroom gives customers a permanent location in the same market as The Big E, while the Mendon showroom expands Eastern’s
reach across eastern Massachusetts and surrounding markets.
Customers
can learn more about Eastern Security Safe, browse available products and contact the team at easternsecuritysafe.com
An
Important Dealer Relationship in New England
Champion
views independent specialty retailers such as Eastern Security Safe as essential to the premium safe category.
A
knowledgeable dealer can explain construction, fire protection, locking systems, interior layouts and product differences while also
helping customers understand the practical realities of delivery and installation.
That
complete buying experience is difficult to replicate through a general retailer or online-only transaction.
Events
such as The Big E put that expertise directly in front of a large regional audience while giving Champion another opportunity to support
a dealer that has built its business around the safe category.
“We
want people who visit The Big E to stop by Eastern’s display and actually experience these products,” Mihalek said. “Talk
to Derek and the Eastern team. Open the safes. Compare them. Ask questions about delivery and installation. There is still time left
in the fair, but it is a limited window, and Eastern has an experienced team there ready to help.”
About
Eastern Security Safe
Eastern
Security Safe is a Massachusetts-based specialty safe retailer serving customers throughout New England from showrooms in Mendon and
West Springfield. With more than 40 years of experience, the company offers gun safes, home and office safes, commercial safes, specialty
safes, vault doors, accessories, professional delivery, installation and safe-moving services.
Learn
more at easternsecuritysafe.com
About
Champion Safe Company
Champion
Safe Co. has been manufacturing high-quality safes and vault doors for over 25 years, delivering serious security and fire protection
for homeowners and businesses.
Champion
Safes feature:
● 100%
American-made, high-strength steel
● Full-length
double steel door construction
● Industry-leading
fire and theft protection
● Lifetime
Warranty
Real-world
events continue to demonstrate the importance of proven protection:
Watch
a recent burglary attempt where intruders attacked a Champion Safe for hours without gaining access: youtube.com/watch?v=KgK8_VJGgmo
Watch
a catastrophic house fire recovery where a Champion Safe preserved irreplaceable valuables after the home was destroyed: youtube.com/watch?v=B2j8gtHC-fk
Learn
more at championsafe.com
About
American Rebel Holdings, Inc. (OTCID:AREB)
American
Rebel Holdings, Inc. (OTCID:AREB) is a diversified patriotic lifestyle company founded by CEO Andy Ross. The Company began with branded
safes and personal security products and has expanded into beverages, apparel, and accessories. With the introduction and growth of American
Rebel Light Beer, the Company continues to execute its distribution-first strategy while building American Rebel as America’s Patriotic
Brand.
For
more information, visit americanrebelbeer.com and americanrebel.com.
Watch
the American Rebel Story as told by our CEO Andy Ross.
Contact
Information
Locate
a Champion Safe Dealer: https://www.championsafe.com/dealer-directory
Become
a Champion Safe Dealer: https://www.championsafe.com/become-a-dealer
Investor
Relations: ir@americanrebel.com
Forward-Looking
Statements
This
press release contains forward-looking statements within the meaning of applicable federal securities laws. Forward-looking statements
generally may be identified by words and expressions such as “believe,” “expect,” “anticipate,” “intend,”
“may,” “will,” “should,” “continue,” “opportunity,” “growth,”
“support,” “can,” and similar expressions.
Forward-looking
statements in this release include, but are not limited to, statements regarding expected customer interest during The Big E; anticipated
retail sell-through; potential replenishment orders; customer traffic; future dealer orders; the anticipated benefits of increased product
availability; dealer support; product demand; retail performance; manufacturing output; revenue conversion; Champion Safe Company’s
ability to support dealer inventory requirements; and the company’s ability to generate future revenue and growth through its dealer
network.
These
forward-looking statements are based on current expectations, estimates, plans and assumptions and involve risks and uncertainties that
could cause actual results to differ materially from those expressed or implied. There can be no assurance that participation in The
Big E, increased product inventory, promotional activity, customer traffic or other factors will result in increased sales, dealer replenishment
orders, revenue, profitability or other anticipated benefits.
Factors
that could cause actual results to differ materially include consumer demand and discretionary spending; event attendance; weather; dealer
performance; product availability; manufacturing and supply-chain disruptions; logistics and freight constraints; changes in dealer inventory
requirements; competitive conditions; pricing; inflation; economic conditions; interest rates; product mix; manufacturing execution;
customer preferences; and other risks and uncertainties described in American Rebel Holdings, Inc.’s filings with the U.S. Securities
and Exchange Commission.
As
a subsidiary of American Rebel Holdings, Inc. (OTCID:AREB), Champion Safe Company is also subject to risks affecting its parent company,
including liquidity, access to capital, operating results, strategic initiatives, cost management and general business conditions affecting
its subsidiaries.
Forward-looking
statements speak only as of the date they are made. Champion Safe Company and American Rebel Holdings, Inc. undertake no obligation to
publicly update or revise any forward-looking statement as a result of new information, future events or otherwise, except as required
by applicable law.
SOURCE:
American Rebel Holdings
EX-99.3
EX-99.3
Filename: ex99-3.htm · Sequence: 7
Exhibit
99.3
2026
Regular-Season Champion Matt Hagan Carries NHRA Points Lead into St. Louis in American Rebel Light Beer Funny Car
Friday,
02 October 2026 01:45 PM
Topic:
Company
Update
WIN
HAGAN WIN! WIN REBEL LIGHT WIN! Four-time world champion chases title No. 5 as American Rebel Light takes the primary sponsorship
spotlight; American Rebel Holdings, Inc. (OTCID: AREB) CEO Andy Ross to attend October 2-4 Midwest Nationals with FOX and FS1 coverage.
NASHVILLE,
TN AND MADISON, IL / ACCESS Newswire / October 2, 2026 / American Rebel Holdings, Inc. (OTCID:AREB), creator of American
Rebel Light Beer - America’s Patriotic Beer - is bringing its brand to the center of the championship battle as primary sponsor
of Matt Hagan’s American Rebel Light Beer Dodge//SRT Hellcat Funny Car at the 15th annual NAPA Auto Parts NHRA Midwest Nationals,
October 2-4 at World Wide Technology Raceway near St. Louis.
Hagan
arrives as the 2026 NHRA Funny Car regular-season champion, a four-time world champion pursuing his fifth title, and the current
championship points leader following his September 27 victory at Rockingham Dragway. NHRA reported an 84-point advantage over Jordan
Vandergriff after Rockingham, with four races remaining in the season entering this weekend.
American
Rebel Chairman and Chief Executive Officer Andy Ross plans to attend in support of Hagan and Tony Stewart Racing (TSR Nitro), bringing
the Company’s leadership directly into a race weekend built around championship competition, national television and the fans who
make motorsports a natural home for the brand.
WIN
HAGAN WIN.
FOUR
WORLD TITLES. ONE TRUE AMERICAN REBEL. THE CHASE FOR FIVE.
“Matt
Hagan is a true American Rebel. He knows how to work, he knows how to win, and he knows a championship is earned by an entire team,”
said Andy Ross, Chairman and CEO of American Rebel Holdings, Inc. “He has the regular-season title, he is coming off another victory,
and this weekend he is carrying the points lead and American Rebel Light Beer into St. Louis. We are proud to stand with Matt, Tony Stewart
and the TSR crew, and I will be there cheering them on. Win Hagan Win! Rebel Up!”
A
champion’s season. A team still hungry for more.
Hagan’s
2026 national-event victories have come at Pomona, Bristol, Brainerd and Rockingham. His August 23 Brainerd victory was a signature American
Rebel moment: he drove the American Rebel Light Beer Funny Car to the win and the points lead.
At
the U.S. Nationals in Indianapolis, Hagan secured the regular-season championship while advancing to the final round. A runner-up
finish at Martin followed, then victory at Rockingham - four consecutive final-round appearances heading into St. Louis.
The
Rockingham win was the 59th of Hagan’s NHRA Funny Car career. He defeated Paul Lee in the final with a 3.922-second pass at 327.75
mph, extending the momentum of a team pursuing a fifth world championship together.
As
Hagan said in TSR’s published Rockingham recap: “I want to win this fifth championship not just for me but for my
crew chief and the team.”
That
team-first approach is central to American Rebel’s connection with Hagan. The Virginia cattle rancher brings a working-person’s
identity to the highest level of Funny Car competition, while crew chief Mike Knudsen, co-crew chief Phil Shuler and the TSR team do
the demanding work behind every pass. American Rebel sees that combination of hard work, determination and respect for the team as the
character of a true American Rebel.
Hagan
Back to St. Louis. Back in American Rebel colors driving the American Rebel Beer Dodge/SRT Hellcat for Tony Stewart Racing
St.
Louis adds another chapter to the story. Hagan returns as the defending Midwest Nationals winner after taking the American Rebel-branded
Funny Car to victory at the event in 2025. He has won at the track three times, in 2021, 2023 and 2025. This weekend he returns
with American Rebel Light Beer in the primary position and another world championship in his sights.
The
Midwest Nationals is the third of six events in NHRA’s Countdown to the Championship. The regular-season championship is already
earned; the 2026 world championship remains to be decided. Every qualifying session and elimination round is another opportunity to advance
the chase.
A
relationship built over seasons, not one weekend
American
Rebel’s relationship with TSR began with a multi-year agreement announced in 2023. Since then, the relationship has grown
to include American Rebel Light Beer sponsorship in Funny Car with Hagan and in Top Fuel with Leah Pruett and Tony Stewart as drivers
in their respective seasons. Stewart is the owner of TSR Nitro.
This
weekend’s primary American Rebel Light Beer focus is Hagan’s Funny Car. The broader relationship gives the brand an established
motorsports history; Hagan’s current championship pursuit gives fans a compelling reason to follow the next chapter.
America’s
Patriotic Beer. A true American Rebel.
American
Rebel believes motorsports is a natural gathering place for adult fans who value hard work, independence, competition and pride in country.
Its message is unapologetic: American Rebel Light Beer - America’s Patriotic, God-Fearing, Constitution-Loving, National Anthem-Singing,
Stand Your Ground Beer.
“We
believe patriotic Americans who love this country and love great racing deserve a great beer that stands for something,” Ross said.
“American Rebel Light is about pride in America and enjoying the moments that bring us together. Matt brings the grit. TSR brings
the teamwork. The fans bring the energy. We are proud sponsors of Matt Hagan and TSR and are thrilled to have American Rebel Light Beer
be a part the championship chase. Rebel Up!”
The
Company’s objective is to connect the visibility of its racing program with adult-consumer engagement, distributor and retailer
support, and greater awareness of the publicly traded company behind the brand. Fans who discover American Rebel Light Beer through Hagan
and TSR can also learn about American Rebel Holdings, Inc. (OTCID: AREB) through the Company’s public releases and SEC filings.
Watch
the chase on FOX and FS1
Sunday’s
FOX coverage is scheduled adjacent to football programming, giving American Rebel’s championship-weekend story a timely connection
to the sports-viewing occasion behind its recent “Fly Rebel Fly” campaign. The new racing rally is simple: Win Hagan Win.
Coverage
Date
Time
/ network
Qualifying
Show 1
Friday,
October 2
6:30-8:00
p.m. ET | FS1
Qualifying
Show 2
Sunday,
October 4
11:00
a.m.-noon ET | FS1
Finals
- regional window
Sunday,
October 4
2:00-4:00
p.m. ET OR
4:30-6:30 p.m. ET | FOX
FOX
will carry the finals in one of two regional windows depending on the viewer’s market. These are alternative times, not two separate
finals telecasts in every market. Check local listings; all schedules are subject to change.
Additional
qualifying and finals replays are scheduled on FS1 and FS2 through October 8. Consult NHRA’s television schedule for current
listings.
Cheer
for Matt. Follow the crew. Look for the American Rebel Light Beer Funny Car. Adults 21 and older can check the brand’s beer locator
and participating retailers for availability, which varies by market and location.
WIN
HAGAN WIN. WIN REBEL WIN.
Be
a Rebel. Put a Can in Your Hand.
For
adults 21 and older. Enjoy responsibly. Never drink and drive. Do not share alcohol marketing with minors.
About
American Rebel Light Beer
American
Rebel Light Beer is a premium domestic light lager built around crisp taste and a proud American identity. The brand brings American
Rebel’s patriotic lifestyle message to adult consumers through motorsports, music, retail and community experiences. American
Rebel Light Beer - America’s Patriotic, God-Fearing, Constitution-Loving, National Anthem-Singing, Stand Your Ground Beer.
Product
information and beer locator: AmericanRebelBeer.com
About
American Rebel Holdings, Inc.
American
Rebel Holdings, Inc. (OTCID: AREB) is a Nevada corporation headquartered in Nashville, Tennessee. The Company’s businesses include
American Rebel Light Beer, safes and security products, and branded merchandise. Through American Rebel Beverages, Champion Safe and
its broader brand platform, the Company seeks to connect its products with consumers who identify with patriotism, independence and self-reliance.
Forward-looking
statements
This
release contains forward-looking statements rather than statements of historical fact. These include expectations about race participation,
results and championship prospects; sponsorship activities and brand visibility; Andy Ross’s attendance; event and broadcast schedules;
fan engagement; audience alignment; consumer demand; distributor and retailer support; awareness of American Rebel Holdings; and the
Company’s ability to translate marketing activities into business growth. Words such as “believes,” “plans,”
“expects,” “intends,” “seeks,” “may” and “will” can identify these statements,
but their absence does not make a statement historical.
These
statements reflect current plans and assumptions and are subject to risks and uncertainties. Actual outcomes may differ materially because
of race results, mechanical failures, accidents, injuries, weather, schedule changes, broadcast or editorial decisions, changes in sponsorship
or driver arrangements, limitations on promotional rights, consumer preferences, competition, product availability, distributor and retailer
execution, manufacturing or supply-chain interruptions, alcohol advertising and distribution requirements, and the Company’s financial
and operational resources. Company-level risks include access to capital, liquidity and indebtedness, operating losses and going-concern
uncertainty, potential dilution, the execution of its business plan, and volatility or limited liquidity in its securities, together
with other risks described in its SEC filings, including its most recent Form 10-K and subsequent Forms 10-Q and 8-K and any amendments.
Race
victories, championship standings, sponsorships and television coverage do not establish or guarantee beer sales, profitability, financing
success, securities performance or investment returns. National broadcast availability is not a measurement of American Rebel-specific
impressions. No audience size, sales conversion or investor-conversion result is represented in this release. Historical race results
do not predict future results, and no 2026 world championship has been assured. Forward-looking statements speak only as of this release’s
date; the Company undertakes no obligation to update them except as required by law.
Sponsorship,
imagery and availability
American
Rebel’s sponsorship of TSR and Hagan is as described in this release. References to NHRA, NAPA Auto Parts, World Wide Technology
Raceway, FOX, FS1, FS2, Dodge and other third parties identify the relevant competition, venue, coverage or equipment and do not imply
additional sponsorships, endorsements or commercial rights beyond actual agreements. The American Rebel primary sponsorship described
here applies to Hagan’s Funny Car at this event, not every TSR entry or future race. This release does not announce American Rebel
Light Beer sales or sampling at World Wide Technology Raceway.
Photographs
and graphics accompanying this release, where included, are subject to their respective owners’ rights. Historical imagery should
be read with its actual event-and-date captions and is not a representation of current race results or current sponsor liveries. Image
use does not expand the Company’s sponsorship rights or imply additional endorsements or future partnerships. Brand slogans express
marketing identity, not health benefits, driving performance or investment outcomes. This release does not offer securities for sale
or solicit an offer to buy securities.
Contacts
Investor
Relations and Media:
American
Rebel Holdings, Inc. | info@americanrebel.com
Distribution
and Account Inquiries:
American
Rebel Light Beer
Todd Porter, President, American Rebel Beverages | tporter@americanrebelbeer.com
SOURCE:
American Rebel Holdings
EX-99.4
EX-99.4
Filename: ex99-4.htm · Sequence: 8
Exhibit
99.4
TSR’s
Matt Hagan Holds 2026 NHRA Points Lead Post Semi-Final Run at St. Louis in American Rebel Light Beer Funny Car with Three Races Left
in Championship Chase
Tuesday,
06 October 2026 07:45 AM
Topic:
Company
Update
American
Rebel Light Beer featured as the Primary Sponsor on Matt Hagan’s American Rebel Light Beer Dodge Hellcat Funny Car celebrates Hagan
earning five qualifying bonus points, two round wins and a St. Louis semifinal finish as the 2026 regular-season champion, Matt Hagan
pursues his fifth world title. Win Hagan Win!
NASHVILLE,
TN / ACCESS Newswire / October 6, 2026 / American Rebel Holdings, Inc. (OTCID:AREB ), creator of American Rebel Light Beer
- America’s Patriotic, God Fearing, Constitution Loving, National Anthem Singing, Stand Your Ground Beer - today congratulated
Matt Hagan on a semifinal finish at the NAPA Auto Parts NHRA Midwest Nationals, where the four-time Funny Car world champion collected
five qualifying bonus points, won two elimination rounds and left St. Louis atop the unofficial championship standings driving the American
Rebel Light Beer Dodge//SRT Hellcat Funny Car .
Hagan
exits World Wide Technology Raceway with 2,402 points and a 72-point advantage over Jordan Vandergriff, according to NHRA’s
unofficial post-event standings . With three races remaining, the 2026 regular-season champion continues his pursuit of world championship
number five - and American Rebel Light Beer has been a part of that championship story.
“Matt
came into St. Louis with the points lead, put American Rebel Light Beer into the semifinals and left with the field still chasing him,”
said Andy Ross, Chairman and Chief Executive Officer of American Rebel Holdings, Inc. “He earned points in qualifying, won two
rounds on Sunday and kept fighting. That is what we love about Matt Hagan. He is a true American Rebel, and we are proud to have our
name on his car as he goes after his fifth world championship. Win Hagan Win! Win Rebel Win! “
American
Rebel Matt Hagan. Five bonus points. Two round wins. Still No. 1.
Hagan
qualified third with a best elapsed time of 3.882 seconds and earned five bonus qualifying points before Sunday’s eliminations.
He then defeated Terry Haddock with a 3.935-second run at 331.12 mph and Spencer Hyde with a 3.925-second pass at 331.28 mph, advancing
the American Rebel Light Beer Funny Car into the final four.
His
bid for the event victory ended against Vandergriff in the semifinals after the car lost traction shortly after launch. In TSR’s
race recap , Hagan described a supercharger change before that round and acknowledged how demanding the championship fight has become.
The semifinal setback ended his day, but not his place at the top of the standings.
“We
had a great weekend in this American Rebel Light Beer Dodge Funny Car, nothing to hang our heads about,” Hagan said in TSR’s
published recap.
The
result keeps the focus on the next opportunity rather than an assured outcome. Hagan’s advantage over Vandergriff stands at 72
points, while St. Louis winner Austin Prock is 106 points back in third. The championship remains open, and Hagan heads to Texas with
the lead to defend.
Watch
Matt Hagan in the American Rebel Light Beer Funny Car
Watch
the Replay on FS2 and FS1
If
you missed the action from the NHRA Midwest Nationals, there’s still time to catch the excitement and follow Matt Hagan’s
championship push. The NHRA championship-chase story remains must-see viewing, and fans can tune in to multiple national re-air broadcasts
on FS2 and FS1. The rallying cry’s for American Rebel remains simple: Win Hagan Win. Win Leah Win. Win Rebel Win.
Coverage
Date
Time
/ Network
Finals
(RE-AIR)
Wednesday,
October 7, 2026
9:00
AM - 11:00 AM ET | FS2
Finals
(RE-AIR)
Thursday,
October 8, 2026
12:00
AM - 2:00 AM ET | FS2
Finals
(RE-AIR)
Thursday,
October 8, 2026
9:00
PM - 11:00 PM ET | FS1
Don’t
miss these additional opportunities to relive the racing drama, championship implications, and American Rebel’s continued presence
on one of motorsports’ biggest stages. Tune in on FS2 and FS1 and cheer on Matt Hagan and Leah Pruett as the Countdown to the Championship
continues.
Regular-season
champion. Four world titles. The chase for five. Matt Hagan, True American Rebel
Hagan
has already secured the 2026 NHRA Funny Car regular-season championship , earning the top seed for the six-race Countdown to the
Championship at the U.S. Nationals in Indianapolis. That achievement is separate from the season-ending world championship now being
contested. St. Louis marked the halfway point of the Countdown, leaving Texas, Las Vegas and Pomona to settle the title.
His
four national-event victories this season have come at the Winternationals in Pomona, the Thunder Valley Nationals in Bristol, the Brainerd
Nationals and the Nationals at The Rock. The September 27 Rockingham win was the 59th of his Funny Car career and his fourth consecutive
final-round appearance entering St. Louis. Those results give the championship pursuit a season-long foundation, not just a strong weekend.
For
American Rebel , Brainerd remains a standout moment : Hagan drove the American Rebel Light Beer Funny Car to victory on
August 23 and took over the points lead. He beat Vandergriff in that final after eliminating Prock in the semifinals. The same two competitors
now closest behind him in the unofficial standings were part of that American Rebel-branded victory.
A
fifth world title would add to Hagan’s championships in 2011, 2014, 2020 and 2023. NHRA has noted that it would also make him only
the second driver, alongside John Force, to reach five Funny Car world championships. He brings that experience into the final three
events. Nothing is clinched; that is precisely what makes the final three races a compelling next chapter.
TSR:
The team behind every NHRA race featuring American Rebel
American
Rebel recognizes Tony Stewart Racing and the people whose preparation and dedication make each competitive run possible. Crew chief Mike
Knudsen, Phil Shuler, Alex Conaway and the Hagan crew have helped put the Funny Car program in position to contend for another title.
Hagan has repeatedly credited that group and the working environment at TSR for its success. American Rebel’s relationship with
the organization dates to a multiyear agreement announced in 2023, establishing a connection that extends well beyond a single
race weekend.
TSR’s
Leah Pruett debuts Pellera colors, leaves St. Louis fourth in the unofficial standings
In
Top Fuel, TSR’s Leah Pruett debuted a new purple Pellera primary livery and left St. Louis fourth in the unofficial standings.
Pruett qualified eighth, earned three qualifying bonus points and defeated Kyle Wurtzel in the opening round before losing to eventual
event winner Shawn Langdon in the quarterfinals. She and her crew worked through mechanical challenges. American Rebel congratulates
Pruett and the team on their effort and looks forward to cheering them through the remaining championship events alongside Hagan’s
Funny Car campaign.
American
Rebel on the car(s) provides valuable visibility to the Motorsports fans and potential customers for American Rebel
American
Rebel’s motorsports strategy is intended to connect racing visibility with adult-consumer discovery, distributor and retailer engagement,
and awareness of American Rebel Holdings, Inc. (OTCID:AREB). Hagan’s championship pursuit gives those audiences an ongoing story
to follow and a recognizable product to connect with the Company behind it, even between the race weekends.
The
Company believes the sport’s emphasis on determination, independence and pride in country fits the identity displayed on its cans:
“ America’s Patriotic, God-Fearing, Constitution-Loving, National Anthem-Singing, Stand Your Ground Beer.” Fans
discovering the brand through TSR can learn about the beer through the American Rebel Beer website and evaluate the public company
through its announcements and SEC filings.
A
season to be proud of. A finish still to fight for. It’s time to ‘Rebel Up!” through the finish
“We
are proud of this season supporting TSR, Matt and Leah through primary and associate sponsorship roles,” Ross added. “We
have celebrated victories and watched these teams fight each round for every point and the round win. We look ahead to three races, with
Matt chasing history and the American Rebel family cheering him on.”
American
Rebel congratulates NHRA on its 2027 media agreements
American
Rebel congratulates NHRA on its 2027 media agreements with FOX Sports, The CW Network and FloSports. NHRA projects reach exceeding
125 million households. American Rebel welcomes taking drag racing into more living rooms, and believes the sport’s adult fan base
aligns with the American Rebel values displayed on the can.
Three
races remain: Follow Hagan’s chase for his fifth world championship
The
remaining 2026 NHRA Mission Foods Drag Racing Series events are:
Event
Dates
(2026)
Venue
Eliminations
Texas
NHRA FallNationals
October
14-18
Texas
Motorplex
Ennis, Texas
October
18
MOPAR
NHRA Las Vegas Nationals powered by Dodge
October
29-November 1
The
Strip at Las Vegas Motor Speedway
Las Vegas, Nevada
November
1
In-N-Out
Burger NHRA Finals
November
12-15
In-N-Out
Burger Pomona Dragstrip
Pomona, California
November
15
Texas
professional qualifying is scheduled for October 16-17, followed by eliminations October 18. Event schedules are subject to
change. Consult NHRA and the event organizers for current schedules and television listings.
WIN
HAGAN WIN. WIN REBEL WIN.
Four
world titles. Three races left. One true American Rebel.
Be
a Rebel. Put a Can in Your Hand.
For
adults 21 and older. Enjoy responsibly. Never drink and drive. Do not share alcohol marketing with minors.
About
American Rebel Light Beer
American
Rebel Light Beer is a premium domestic light lager built around crisp taste and a proud American identity. The brand brings American
Rebel’s patriotic lifestyle message to adult consumers through motorsports, music, retail and community experiences. American
Rebel Light Beer - America’s Patriotic, God-Fearing, Constitution-Loving, National Anthem-Singing, Stand Your Ground Beer.
Product
information and beer locator: AmericanRebelBeer.com
About
American Rebel Holdings, Inc.
American
Rebel Holdings, Inc. (OTCID:AREB) is a Nevada corporation headquartered in Nashville, Tennessee. The Company’s businesses include
American Rebel Light Beer, safes and security products, and branded merchandise. Through American Rebel Beverages, Champion Safe and
its broader brand platform, the Company seeks to connect its products with consumers who identify with patriotism, independence and self-reliance.
American Rebel is America’s Patriotic Brand™ .
www.americanrebel.com
Forward-Looking
Statements
This
press release contains forward-looking statements within the meaning of the federal securities laws. Forward-looking statements generally
relate to future events or the future financial or operating performance of American Rebel Holdings, Inc. (“American Rebel,”
“AREB,” or the “Company”) and include, without limitation, statements regarding Matt Hagan’s pursuit of
a fifth NHRA Funny Car World Championship; future race participation, performance and championship prospects; sponsorship and marketing
initiatives; anticipated media exposure and brand visibility; consumer awareness and engagement; distributor and retailer expansion opportunities;
growth of American Rebel Light Beer; the Company’s ability to leverage motorsports sponsorships, strategic partnerships and promotional
activities to grow its business; and the Company’s ability to execute its business plan and create long-term shareholder value.
Such statements are based on current expectations, estimates, assumptions and projections of management and are not guarantees of future
performance. Words such as “anticipate,” “believe,” “continue,” “could,” “estimate,”
“expect,” “intend,” “may,” “plan,” “potential,” “seek,” “should,”
“target,” “will” and similar expressions are intended to identify forward-looking statements, although not all
forward-looking statements contain such identifying words.
These
forward-looking statements involve risks, uncertainties and other factors, many of which are beyond the Company’s control, that
could cause actual results to differ materially from those expressed or implied by such statements. Such risks include, without limitation,
race outcomes, championship standings, driver and team performance, mechanical failures, accidents, injuries, weather conditions, event
postponements or cancellations, broadcast schedule changes, sponsorship renewals or modifications, consumer preferences, distributor
and retailer execution, competition, manufacturing and supply-chain disruptions, product availability, regulatory requirements applicable
to alcoholic beverages, the Company’s ability to obtain financing, liquidity constraints, indebtedness, operating losses, dilution,
execution risk associated with strategic initiatives, general economic conditions, and volatility or limited liquidity in the Company’s
securities. Additional information regarding these and other risks can be found in the Company’s filings with the U.S. Securities
and Exchange Commission, including its most recent Form 10-K and subsequent Forms 10-Q and Forms 8-K.
Statements
regarding sponsorship visibility, television exposure, social media engagement, audience reach, fan engagement, consumer awareness, retailer
opportunities, distributor relationships, product visibility, brand recognition or marketing initiatives should not be interpreted as
guarantees of future revenue, profitability, market share, stock-price appreciation, financing success or shareholder returns. Participation
in and success associated with NHRA competition does not necessarily result in increased sales, expanded distribution, improved operating
performance or enhanced shareholder value. No quantified advertising value, sponsorship return on investment, consumer conversion rate,
distributor conversion rate, retailer conversion rate or financial impact is represented unless specifically stated by the Company.
Forward-looking
statements speak only as of the date of this release. The Company undertakes no obligation to update or revise any forward-looking statement,
whether as a result of new information, future events or otherwise, except as required by law. Readers are cautioned not to place undue
reliance on these forward-looking statements.
Sponsorship,
Media, Competition and Image Disclosures
American
Rebel’s sponsorship relationships with Matt Hagan, Leah Pruett and Tony Stewart Racing (“TSR”) are governed by separate
contractual arrangements and may vary by race, event, season, sponsorship level or activation opportunity. References to sponsorship
activities in this release apply only as specifically described herein and should not be interpreted as indicating that American Rebel
serves as the title sponsor, primary sponsor or featured sponsor of every TSR team, vehicle, race event, season or future competition.
References to Matt Hagan, Leah Pruett, Tony Stewart Racing, the National Hot Rod Association (“NHRA”), race venues, event
promoters, manufacturers, broadcasters, sponsors and other third parties are provided solely for informational purposes. Such references
do not imply ownership, endorsement, partnership, investment recommendation or commercial relationship beyond those specifically disclosed
by the Company. All trademarks, service marks, event names, team names and logos remain the property of their respective owners.
References
in this release to race results, points standings, championship positions, qualifying results, event schedules, television schedules,
replay broadcasts, competition statistics and related data have been derived from publicly available information believed to be reliable
at the time of publication. Such information remains subject to verification, revision, modification, postponement, cancellation or correction
by NHRA, race officials, broadcasters, sanctioning bodies, event organizers and other third parties. Unofficial standings remain subject
to final confirmation and adjustment by NHRA. The Company undertakes no obligation to revise or update such information except as required
by applicable law.
References
to FS1, FS2, FOX Sports broadcasts, replay schedules, cable programming, streaming availability or media coverage are based upon publicly
available scheduling information available at the time of publication. Broadcast dates, times, channels, programming schedules, carriage
agreements and distribution arrangements may change without notice. American Rebel does not control broadcast scheduling, programming
decisions, ratings data, audience measurement methodologies or distribution availability. Readers and viewers should consult official
broadcaster schedules and event organizers for the most current information.
References
to NHRA’s announced 2027 media rights agreements, including arrangements involving FOX Sports, The CW Network, FloSports or other
current or future media partners, are based solely upon publicly disclosed information released by NHRA and related organizations. Statements
concerning projected household reach, media distribution, content availability, audience opportunities or potential exposure are intended
solely to describe publicly announced media arrangements and should not be interpreted as guarantees of viewership, ratings, audience
engagement, advertising value, consumer awareness, distributor participation, retailer adoption, sales growth, financial performance
or investment returns.
Race
victories, qualifying success, championship standings, media coverage and sponsorship exposure should not be viewed as indicators or
predictors of future commercial performance. Historical racing performance by drivers, teams or sponsors is not indicative of future
race results, consumer demand, distributor growth, profitability, market expansion, financing success or shareholder returns. No representation
is being made that current racing success will translate into future business or financial performance.
Image
and Media Disclaimer
Photographs,
graphics and visual materials accompanying this release were obtained from publicly available sources, media resources, licensed materials,
team-provided content, promotional assets or other sources believed to be available for editorial, informational or promotional use.
To the best of the Company’s knowledge, the images used in connection with this release have not been materially altered, manipulated,
enhanced, generated or digitally modified in a manner that changes the underlying facts, events, race results, sponsorship relationships
or subject matter depicted. Any adjustments made to images were limited to customary editorial and production processes, including sizing,
scaling, cropping, trimming, resolution optimization, positioning, layout placement, color balancing, captioning and similar formatting
adjustments necessary for publication and presentation purposes.
The
appearance of drivers, race vehicles, uniforms, sponsor logos, event signage, facilities, trophies, race venues or other branded materials
in any image does not create or expand sponsorship rights, endorsement rights, licensing rights or commercial rights beyond those expressly
granted under applicable agreements. Images are presented solely for illustrative, informational and editorial purposes in connection
with the matters discussed in this release.
Nothing
contained in this release constitutes an offer to sell or a solicitation of an offer to buy any security. References to OTCID: AREB,
race participation, sponsorship activities, media exposure, strategic initiatives, business opportunities or growth prospects should
not be construed as investment advice or a recommendation to purchase, sell or hold securities of American Rebel Holdings, Inc. Investors
should review the Company’s filings with the U.S. Securities and Exchange Commission and conduct their own independent evaluation
before making any investment decision.
Contacts
Investor
Relations and Media:
American Rebel Holdings, Inc. | info@americanrebel.com
Distribution
and Account Inquiries:
American
Rebel Light Beer
Todd Porter, President, American Rebel Beverages | tporter@americanrebelbeer.com
SOURCE:
American Rebel Holdings
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