Form 8-K

8-K — AMERICAN REBEL HOLDINGS INC

Accession: 0001493152-26-019654

Filed: 2026-04-29

Period: 2026-04-10

CIK: 0001648087

SIC: 3490 (MISCELLANEOUS FABRICATED METAL PRODUCTS)

Item: Entry into a Material Definitive Agreement

Item: Unregistered Sales of Equity Securities

Item: Regulation FD Disclosure

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-99.1 (ex99-1.htm)

EX-99.2 (ex99-2.htm)

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GRAPHIC (ex99-2_002.jpg)

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8-K

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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) April 10, 2026

AMERICAN

REBEL HOLDINGS, INC.

(Exact

name of registrant as specified in its charter)

Nevada

001-41267

47-3892903

(State or other jurisdiction

incorporation)

(Commission

File Number)

(IRS Employer

Identification No.)

218

3rd Avenue North, #400

Nashville,

Tennessee

37201

(Address

of principal executive offices)

(Zip

Code)

Registrant’s

telephone number, including area code: (833) 267-3235

Check

the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under

any of the following provisions:

☐

Written

communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐

Soliciting

material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐

Pre-commencement

communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐

Pre-commencement

communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities

registered pursuant to Section 12(b) of the Act:

Title

of each class

Trading

Symbol(s)

Name

of each exchange on which registered

Common

Stock, $0.001 par value

AREB

The

Nasdaq Stock Market LLC

Common

Stock Purchase Warrants

AREBW

The

Nasdaq Stock Market LLC

Indicate

by check mark whether the registrant is an emerging growth company as deﬁned in Rule 405 of the Securities Act of 1933 (§230.405

of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging

growth company ☐

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.

OID

Note

April 10, 2026, the Company entered into a two-year promissory note with an accredited investor (the “Lender”) in the gross

principal amount of $270,000 (the “Note”). An original issue discount of $40,500 and guaranteed interest of $40,500 was applied

on the issuance date, resulting in net loan proceeds to the Company of $189,000. The Notes are required to be paid in one lump sum payment

of $270,000 on or before April 6, 2028. In addition, on the 150th day after the issuance date of the Note, the Company shall pay the

Lender a monitoring fee of $10,000.00.

Minor

Default shall mean a specific type of default under the Note that occurs solely as a result of the Company’s failure to pay the

monitoring fee when due, and such failure remains uncured for a period of thirty (30) calendar days following the due date. A Minor Default

shall trigger acceleration of the Note, but the total amount due and payable shall be equal to one hundred five percent (105%) of the

outstanding Principal amount of the Note, plus any accrued and unpaid Interest and fees, if any, as of the date of acceleration.

Upon

the occurrence and during the continuation of any Event of Default, the Note shall become immediately due and payable and the Company

will be obligated to pay to the Lender, in full satisfaction of its obligations, an amount equal to 130% times the sum of (w) the then

outstanding principal amount of the Note plus (x) accrued and unpaid interest on the unpaid principal amount of the Note to the date

of payment plus (y) any amounts owed to the Lender pursuant to the conversion rights referenced below.

any time after one hundred fifty days of the issuance date of the Note, upon five (5) business days’ written notice to Lender,

the Company has the option of prepaying the outstanding principal amount of the Note, in whole or in part, by paying to the Lender a

sum of money equal to one hundred thirty-five percent (135%) of the principal amount to be redeemed, together with any and all other

sums due, accrued or payable to the Lender arising under the Note.

any time after one hundred eighty days of the issuance date of the Note, the Company and the Lender may mutually agree to allow the Lender

to convert the outstanding unpaid principal amount of the Note into restricted shares of Series D Convertible Preferred Stock of the

Company at $7.50 per share (each share of Series D Convertible Preferred Stock in convertible into five shares of common stock). The

Lender agreed to limit the amount of stock received to less than 4.99% of the total outstanding common stock into which the Series D

Convertible Preferred Stock is convertible into. There are no warrants or other derivatives attached to the Note. The Company granted

the Lender piggy-back registration rights on the shares of common stock issuable upon conversion of the Series D Convertible Preferred

Stock. The Company agreed to reserve a number of shares of Series D Convertible Preferred Stock, and common stock issuable upon conversion

thereof, equal to three times the number of shares of Series D Convertible Preferred Stock (36,000 shares of Series D Convertible Preferred

Stock in total), and common stock issuable upon conversion thereof (180,000 shares of common stock in total), which may be issuable upon

conversion of the Note at all times.

The

foregoing description of the Note and of all of the parties’ rights and obligations under the Note is qualified in their entirety

by reference to the OID Note, a copy of which is filed as Exhibit 10.1 to this Current Report on Form 8-K, and of which is incorporated

herein by reference.

Streeterville

Exchange Agreements

April 28, 2026, the Company entered into two Exchange Agreements (the “Exchanges”) with Streeterville. The Company previously

issued to Streeterville 2,000 shares of Series E Preferred Stock pursuant to that certain Note Purchase Agreement entered into as of

August 22, 2025. Pursuant to the Exchanges, the Company and Streeterville agreed to exchange and convert 445.5 shares of Series E Preferred

Stock for 405,000 shares of common stock, representing a dollar amount of $445,500. On April 29, 2026, the Company entered into an

additional Exchange with Streeterville. Pursuant to the additional Exchange, the Company and Streeterville agreed to exchange and convert

120 shares of Series E Preferred Stock for 202,702 shares of common stock, representing a dollar amount of $120,000.

The

form of Exchanges are identical for each exchange except for the conversion dollar amounts and number of shares converted thereunder.

The

foregoing descriptions of the Exchanges are not a complete description of all of the parties’ rights and obligations under the

Exchanges, and are qualified in its entirety by reference to the Form Exchange Agreement, a copy of which is filed hereto as Exhibit

10.1.

Item

3.02 Unregistered Sales of Equity Securities.

April 13, 2026, two holders of 66,448 shares of Series D Convertible Preferred Stock converted such shares into 332,240 shares of common

stock.

April 17, 2026, two holders of 69,750 shares of Series D Convertible Preferred Stock converted such shares into 348,750 shares of common

stock.

April 27, 2026, seven holders of 183,553 shares of Series D Convertible Preferred Stock converted such shares into 917,765 shares of

common stock.

April 28, 2026, Silverback Capital Corporation (“SCC”), pursuant to the Settlement Agreement and Stipulation dated as of

October 28, 2025, as amended, requested the issuance of 200,000 shares of Common Stock to SCC, representing a payment of approximately

$75,000.

April 28, 2026, the Company issued Streeterville 405,000 shares of common stock pursuant to the exchanges set forth in Item 1.01 above

at a per share price of $1.10.

On April 29, 2026, the Company

issued Streeterville 202,702 shares of common stock pursuant to the exchange set forth in Item 1.01 above at a per share price of $0.592.

The

Company currently has 5,655,420 shares of common stock issued and outstanding.

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.

April 27, 2026, the Company issued a press release titled “American Rebel Holdings (NASDAQ: AREB) Announces Nasdaq Trading Resumption

and Provides Shareholder Update.” A copy of the press release is furnished herewith as Exhibit 99.1 to this Current Report on Form

8-K (this “Current Report”).

April 28, 2026, the Company issued a press release titled “American Rebel Holdings, Inc. (NASDAQ:AREB) Announces American Rebel

Light Beer Sales Results - Rebel Light Outsells Every Beer at the 2026 NHRA Gatornationals by 40%, Underscoring Strong Alignment with

NHRA Fans.” A copy of the press release is furnished herewith as Exhibit 99.2 to this Current Report.

The

information contained in this Item 7.01 of this Current Report, including Exhibits 99.1 and 99.2 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

9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit

Number

Description

10.1

Form of Streeterville Series E Preferred Exchange Agreement

10.2

OID Note dated April 10, 2026

99.1

Trading Resumption and Shareholder Update Press Release dated April 27, 2026

99.2

Beer Sales at 2026 NHRA Gatornationals Press Release dated April 28, 2026

104

Cover

Page Interactive Data File

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:

April 29, 2026

By:

/s/

Charles A. Ross, Jr.

Charles

A. Ross, Jr.

Chief

Executive Officer

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 [*], 2026 by and between Streeterville Capital, LLC, a

Utah limited liability company (“Investor”), and American Rebel Holdings, Inc., a Nevada corporation (“Company”).

A. Company

previously sold and issued to Investor 2,000 shares of Series E Preferred Stock, par value $0.001 per share (the “Series E Preferred”)

pursuant to that certain Note Purchase Agreement entered into as of August 22, 2025.

B. Company

and Investor desire to exchange (such exchange is referred to as the “Exchange”) [*] 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 $[*] for [*] shares of Company’s common stock (the “Exchange

Shares”), at an effective price per Exchange Share of $[*], 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 [*], 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 Hansen Black Anderson Ashcraft PLLC in Lehi, Utah.

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 August 22, 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, (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.

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 Utah, without giving effect

to any choice of law or conflict of law provision or rule (whether of the State of Utah or any other jurisdictions) that would cause

the application of the laws of any jurisdictions other than the State of Utah. 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.

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]

WITNESS WHEREOF, the undersigned have executed this Agreement as of the date first set forth above.

COMPANY:

AMERICAN REBEL HOLDINGS, INC.

By:

Charles A. Ross, Jr., CEO

INVESTOR:

STREETERVILLE CAPITAL, LLC

By:

John M. Fife, President

[Signature

Page to Exchange Agreement]

EX-10.2

Filename: ex10-2.htm · Sequence: 3

Exhibit

10.2

THIS

NOTE AND THE SHARES POTENTIALLY ISSUABLE IN THIS NOTE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE

SECURITIES LAWS. THIS NOTE AND THE SHARES POTENTIALLY ISSUABLE IN THIS NOTE MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED

IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT AS TO THIS NOTE UNDER SAID ACT AND ANY APPLICABLE STATE SECURITIES LAWS OR AN OPINION

OF COUNSEL REASONABLY SATISFACTORY TO AMERICAN REBEL HOLDINGS, INC. THAT SUCH REGISTRATION IS NOT REQUIRED.

OID

NOTE

Issuance

Date: April 10, 2026

Gross

Principal Amount: $270,000

FOR

VALUE RECEIVED, AMERICAN REBEL HOLDINGS, INC., a Nevada corporation (the “Borrower”), hereby promises to pay

to the Shawn Dworaczyk (the “Holder”) or its registered assigns or successors in interest, on order, the sum

of Two Hundred Seventy Thousand Dollars ($270,000.00) (the “Principal Amount”), which includes the original issue

discount set forth in Section 10 below and guaranteed interest set forth in Section 1 below, on April 6, 2028 (the “Maturity

Date”) if not sooner paid.

The

following terms shall apply to this Note:

Interest Rate. The Principal Amount outstanding under this Note shall bear interest at a rate equal to 7.5% per annum (the “Interest

Rate”). Interest on the Principal Amount shall be equal to no less than Forty Thousand Five Hundred Dollars ($40,500.00).

Balloon Payment. The outstanding Principal Amount, subject to adjustment and Holder’s right of conversion, upon mutual agreement

between Borrower and Holder, shall be paid in one lump sum of Two Hundred Seventy Thousand Dollars ($270,000.00) on or before the Maturity

Date. The Borrower shall have a thirty (30) day grace period with respect to Maturity Date payment. Payment shall be made by bank wire

transfer to the Holder’s wire instructions, attached hereto as Exhibit A. For the avoidance of doubt, a missed payment shall be

considered an Event of Default, subject to the cure period set forth above.

Monitoring Fee Payment. On the 150th day after the Issuance Date, the Borrower shall pay the Holder a monitoring fee

of Ten Thousand Dollars ($10,000.00) (the “Monitoring Fee”). The Borrower shall have a thirty (30) day grace period

with respect to Monitoring Fee payment. Payment shall be made by bank wire transfer to the Holder’s wire instructions, attached

hereto as Exhibit A. For the avoidance of doubt, a missed payment shall be considered a Minor Default, subject to the cure period set

forth above.

Prepayment Option; Borrower Redemption of Principal Amount. At any time following the 150th day after the Issuance Date, upon

five (5) business days’ written notice to Holder, the Borrower may redeem the outstanding Principal Amount, in whole or in part,

by paying the Holder an amount equal to one hundred thirty-five percent (135%) of the Principal Amount being redeemed, together with

all other accrued sums payable pursuant to this Note.

Issuance of Replacement Note. Upon any partial repayment of this Note, a replacement Note containing the same date and provisions

of this Note shall, at the written request of the Holder, be issued by the Borrower to the Holder for the outstanding Principal Amount

of this Note and accrued Interest which shall not have been paid.

Conversion of Note only upon Mutual Agreement. At any time after the 180th day of the Issuance Date, the Holder and

Borrower may mutually agree to allow Holder the ability to convert all or any part of the outstanding and unpaid amount of this Note

(subject to a minimum conversion amount of $50,000.00) into fully paid and non-assessable shares of the Borrower’s Series D Convertible

Preferred Stock (the “Preferred Stock”), as such Preferred Stock exists on the Issuance Date, or any shares of capital

stock or other securities of the Borrower into which such Preferred Stock shall hereafter be changed or reclassified at the Conversion

Price as provided herein (a “Conversion”); provided, however, that in no event shall the Holder be able to convert

any portion of this Note in excess of that portion of this Note upon conversion of which the sum of (1) the number of shares of Preferred

or Common Stock beneficially owned by the Holder and its affiliates (other than shares of Common Stock which may be deemed beneficially

owned through the ownership of the unconverted portion of this Note or the unexercised or unconverted portion of any other security of

the Borrower subject to a limitation on conversion or exercise analogous to the limitations contained herein) and (2) the number of shares

of Preferred Stock issuable upon the conversion of the portion of this Note with respect to which the determination of this proviso is

being made, would result in beneficial ownership by the Holder and its affiliates of more than 4.99% of the outstanding shares of Common

Stock. For purposes of the proviso to the immediately preceding sentence, beneficial ownership shall be determined in accordance with

Section 13(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and Regulations 13D-G thereunder,

except as otherwise provided in clause (1) of such proviso. The beneficial ownership limitations on conversion as set forth in the section

may NOT be waived by the Holder. The number of shares of Preferred Stock to be issued upon each conversion of this Note shall be determined

by dividing the Conversion Amount (as defined below) by the Conversion Price on the date specified in the notice of conversion, in the

form attached hereto as Exhibit B (the “Notice of Conversion”), delivered to the Borrower by the Holder in accordance

with Section 5(c) below; provided that the Notice of Conversion is submitted by facsimile or e-mail (or by other means resulting in,

or reasonably expected to result in, notice) to the Borrower before 6:00 p.m., New York, New York time on such conversion date (the “Conversion

Date”); however, if the Notice of Conversion is sent after 6:00pm, New York, New York time the Conversion Date shall be the

next business day. The term “Conversion Amount” means, with respect to any conversion of this Note, the sum of (1)

the principal amount of this Note to be converted in such conversion plus (2) at the Holder’s option, accrued and unpaid interest,

if any, on such principal amount at the interest rates provided in this Note to the Conversion Date, plus (3) at the Holder’s option,

any amounts owed to the Holder pursuant to Section 5(c) hereof. Notwithstanding anything in this Agreement to the contrary, and in addition

to the limitations set forth herein, if the Borrower has not obtained Stockholder Approval, the Borrower shall not issue a number of

shares of Common Stock under this Agreement, which when aggregated with all other securities that are required to be aggregated for purposes

of Rule 5635(d), would exceed 19.99% of the shares of Common Stock outstanding as of the date of definitive agreement with respect to

the first of such aggregated transactions (the “Conversion Limitation”). For purposes of this section, “Stockholder

Approval” means such approval as may be required by the applicable rules and regulations of the Nasdaq Stock Market LLC (or

any successor entity) from the stockholders of the Borrower with respect to the issuance of the shares under this Agreement that, when

taken together with any other securities that are required to be aggregated with the issuance of the shares issued under this Agreement

for purposes of Rule 5635(d) of the Nasdaq Stock Market LLC (“Rule 5635(d)”), would exceed 19.99% of the issued and

outstanding common stock as of the date of definitive agreement with respect to the first of such aggregated transactions. “Principal

Market” means the Exchanges, the quotation platforms maintained by the OTC Markets Group or an equivalent replacement exchange,

and all rules and regulations relating to such exchange. Upon the occurrence of an Event of Default pursuant to Section 6 hereof, the

Conversion Limitation shall no longer apply to limit the issuance of shares in conversion of this Note.

(a)

Conversion Price. The Conversion Price shall mean $7.50 per share.

(b)

Authorized Shares. The Borrower covenants that during the period that the Note is outstanding, the Borrower will reserve from

its authorized and unissued Preferred and Common Stock a sufficient number of shares, free from preemptive rights, to provide for the

issuance of Preferred Stock upon the full conversion of this Note, whether by mutual agreement between the Holder and the Borrower or

upon an Event of Default, and the subsequent conversion of such Preferred Stock to Common Stock. The Borrower is required at all times

to have authorized and reserved no less than three times the number of shares that is actually issuable upon full conversion of the Note

(based on the Conversion Price of the Note, 36,000 shares of Preferred Stock and 180,000 shares of Common Stock such shares

are convertible into) (the “Reserved Amount”). The Reserved Amount shall be increased (or decreased), at the sole

option of the Borrower, from time to time (and in the case of each payment received by the Holder hereunder) in accordance with the Borrower’s

obligations hereunder. The Borrower represents that upon issuance, such shares will be duly and validly issued, fully paid and non-assessable.

In addition, if the Borrower shall issue any securities or make any change to its capital structure which would change the number of

shares of Preferred Stock into which this Note shall be convertible at the Conversion Price, the Borrower shall at the same time make

proper provision so that thereafter there shall be a sufficient number of shares of Preferred Stock authorized and reserved, free from

preemptive rights, for conversion of the outstanding Note. The Borrower (i) acknowledges that it has irrevocably instructed its transfer

agent to issue certificates for the Common Stock issuable upon conversion of the Preferred Stock, and (ii) agrees that its issuance of

this Note shall constitute full authority to its officers and agents who are charged with the duty of executing stock certificates to

execute and issue the necessary certificates for shares of Preferred Stock, and the shares of Common Stock issuable upon conversion of

the Preferred Stock, in accordance with the terms and conditions of this Note.

(c)

Method of Conversion.

(i)

Mechanics of Conversion. As set forth in Section 6 hereof, at any time following the 180th day after Issuance

Date or within the redemption notice period set forth in Section 4 hereof, upon the mutual agreement of the Holder and the Borrower,

the balance due pursuant to this Note may be converted by the Holder in whole or in part by (A) submitting to the Borrower a Notice of

Conversion (by facsimile, e-mail or other reasonable means of communication dispatched on the Conversion Date prior to 6:00 p.m., New

York, New York time) and (B) subject to Section 6(c)(ii), surrendering this Note at the principal office of the Borrower (upon payment

in full of any amounts owed hereunder).

(ii)

Surrender of Note Upon Conversion. Notwithstanding anything to the contrary set forth herein, upon conversion of this Note

in accordance with the terms hereof, the Holder shall not be required to physically surrender this Note to the Borrower unless the entire

unpaid principal amount of this Note is so converted. The Holder and the Borrower shall maintain records showing the principal amount

so converted and the dates of such conversions or shall use such other method, reasonably satisfactory to the Holder and the Borrower,

so as not to require physical surrender of this Note upon each such conversion.

(iii)

Delivery of Preferred Stock Upon Conversion. Upon receipt by the Borrower from the Holder of a facsimile transmission or

e-mail (or other reasonable means of communication) of a Notice of Conversion meeting the requirements for conversion as provided in

this Section 5(c), the Borrower shall issue and deliver or cause to be issued and delivered to or upon the order of the Holder certificates

for the Preferred Stock issuable upon such conversion within three (3) business days after such receipt subject to the terms hereof and

applicable rules of the Principal Market (as defined hereinbelow) (the “Deadline”) (and, solely in the case of conversion

of the entire unpaid principal amount hereof, surrender of this Note) in accordance with the terms hereof. Upon receipt by the Borrower

of a Notice of Conversion, the Holder shall be deemed to be the holder of record of the Preferred Stock issuable upon such conversion,

the outstanding principal amount and the amount of accrued and unpaid interest on this Note shall be reduced to reflect such conversion,

and, unless the Borrower defaults on its obligations hereunder, all rights with respect to the portion of this Note being so converted

shall forthwith terminate except the right to receive the Preferred Stock or other securities, cash or other assets, as herein provided,

on such conversion. If the Holder shall have given a Notice of Conversion as provided herein, the Borrower’s obligation to issue

and deliver the certificates for Preferred Stock shall be absolute and unconditional, irrespective of the absence of any action by the

Holder to enforce the same, any waiver or consent with respect to any provision thereof, the recovery of any judgment against any person

or any action to enforce the same, any failure or delay in the enforcement of any other obligation of the Borrower to the holder of record,

or any setoff, counterclaim, recoupment, limitation or termination, or any breach or alleged breach by the Holder of any obligation to

the Borrower, and irrespective of any other circumstance which might otherwise limit such obligation of the Borrower to the Holder in

connection with such conversion.

(iv)

Delivery of Common Stock by Electronic Transfer. In lieu of delivering physical certificates representing the Preferred

Stock issuable upon conversion, or the shares of Common Stock issuable upon conversion of Preferred Stock, provided the Borrower is participating

in the Depository Trust Company (“DTC”) Fast Automated Securities Transfer (“FAST”) program, upon

request of the Holder and its compliance with the provisions set forth herein, the Borrower shall use its best efforts to cause its transfer

agent to electronically transmit the Preferred Stock issuable upon conversion, or the shares of Common Stock issuable upon conversion

of Preferred Stock, to the Holder by crediting the account of Holder’s Prime Broker with DTC through its Deposit and Withdrawal

at Custodian (“DWAC”) system.

(v)

Failure to Deliver Preferred Stock Prior to Deadline. Without in any way limiting the Holder’s right to pursue other

remedies, including actual damages and/or equitable relief, the parties agree that if delivery of the Preferred Stock issuable upon conversion

of this Note, or the shares of Common Stock issuable upon conversion of Preferred Stock, is not delivered by the Deadline due to willful

and purposeful action and/or inaction of the Borrower, the Borrower shall pay to the Holder $200 per day in cash, for each day beyond

the Deadline that the Borrower fails to deliver such Preferred Stock (the “Fail to Deliver Fee”); provided; however

that the Fail to Deliver Fee shall not be due if the failure is a result of a third party (i.e., transfer agent; and not the result of

any failure to pay such transfer agent) despite the best efforts of the Borrower to effect delivery of such Preferred Stock. Such cash

amount shall be paid to Holder by the fifteenth day of the month following the month in which it has accrued or, at the option of the

Holder (by written notice to the Borrower by the first day of the month following the month in which it has accrued), shall be added

to the principal amount of this Note, in which event interest shall accrue thereon in accordance with the terms of this Note and such

additional principal amount shall be convertible into Preferred Stock in accordance with the terms of this Note. The Borrower agrees

that the right to convert is a valuable right to the Holder. The damages resulting from a failure, attempt to frustrate, interference

with such conversion right are difficult if not impossible to qualify. Accordingly, the parties acknowledge that the liquidated damages

provision contained in this Section 5(c)(v) are justified.

(vi)

Conversion Terms Upon Minor Default, Event of Default or Mutual Settlement. At any time following the one hundred eighty

(180) day period after the Issuance Date, and upon the occurrence of (i) an uncured Minor Default, (ii) an Event of Default, or (iii)

a mutually agreed settlement between the Borrower and the Holder, the Holder may elect to convert outstanding amounts due under this

Note directly into shares of the Borrower’s Common Stock, in lieu of Preferred Stock. Such conversion shall be governed by the

following terms:

Minimum

Conversion Amount. Each conversion shall be in increments of no less than Fifty Thousand Dollars ($50,000) in principal;

Beneficial

Ownership Cap: The aggregate amount converted shall not exceed the Beneficial Ownership Limitation of 4.99% of the Borrower’s

outstanding Common Stock;

Conversion

Price: Conversion price to be set at seventy-five percent (75%) of the Market Price of the Borrower’s Common Stock, representing

a twenty-five percent (25%) discount.

Market

Price Definition: “Market Price” shall mean the average of the three (3) lowest daily VWAP (Volume Weighted Average

Price) prices for the Borrower’s Common Stock during the five (5) trading days ending on the latest complete trading day prior

to the Conversion Date.

Trading

Price Definition: “Trading Price” shall mean the closing bid price of the Borrower’s Common Stock on its principal

trading market (e.g., Nasdaq, NYSE, or OTC Markets), as reported by a reliable reporting service such as Bloomberg. If such data is

unavailable, the Trading Price shall be determined by the average of closing bid prices from independent market makers or, if necessary,

the fair market value mutually agreed upon by the Borrower and the Holder.

Conversion

Mechanics: Upon delivery of a Notice of Conversion by the Holder, in the form of Exhibit C hereto, the Holder shall be deemed the

record owner of the applicable Common Stock, and the Borrower shall issue such shares within three (3) business days, subject to applicable

rules of the Principal Market.

This

section shall not limit Holder’s rights to pursue other remedies under this Note upon a Minor Default or in the Event of Default.

(d)

Concerning the Shares. The shares of Preferred Stock issuable upon conversion of this Note, or the shares of Common Stock issuable

upon conversion of Preferred Stock, may not be sold or transferred unless: (i) such shares are sold pursuant to an effective registration

statement under the Act or (ii) the Borrower or its transfer agent shall have been furnished with an opinion of counsel (which opinion

shall be in form, substance and scope customary for opinions of counsel in comparable transactions) to the effect that the shares to

be sold or transferred may be sold or transferred pursuant to an exemption from such registration (such as Rule 144 or a successor rule)

(“Rule 144”); or (iii) such shares are transferred to an “affiliate” (as defined in Rule 144) of the Borrower

who agrees to sell or otherwise transfer the shares only in accordance with this Section 5(d) and who is an “accredited investor”

as that term is defined in Rule 501(a) of Regulation D.

Any

restrictive legend on certificates representing shares of Preferred Stock issuable upon conversion of this Note, or the shares of Common

Stock issuable upon conversion of Preferred Stock, shall be removed and the Borrower shall issue to the Holder a new certificate therefore

free of any transfer legend if the Borrower or its transfer agent shall have received an opinion of counsel from Holder’s counsel,

in form, substance and scope customary for opinions of counsel in comparable transactions, to the effect that (i) a public sale or transfer

of such Preferred Stock, or the shares of Common Stock issuable upon conversion of Preferred Stock, may be made without registration

under the Act, which opinion shall be accepted by the Borrower so that the sale or transfer is effected; or (ii) in the case of the Preferred

Stock issuable upon conversion of this Note, or the shares of Common Stock issuable upon conversion of Preferred Stock, such security

is registered for sale by the Holder under an effective registration statement filed under the Act; or otherwise may be sold pursuant

to an exemption from registration.

(e)

Effect of Certain Events.

(i)

Effect of Merger, Consolidation, Etc. At the option of the Holder, the sale, conveyance or disposition of all or substantially

all of the assets of the Borrower, the effectuation by the Borrower of a transaction or series of related transactions in which more

than 50% of the voting power of the Borrower is disposed of, or the consolidation, merger or other business combination of the Borrower

with or into any other Person (as defined below) or Persons when the Borrower is not the survivor shall be deemed to be an Event of Default

(as defined in Section 6) pursuant to which the Borrower shall be required to pay to the Holder upon the consummation of and as a condition

to such transaction an amount equal to the Default Amount (as defined in Section 6). “Person” shall mean any individual,

corporation, limited liability company, partnership, association, trust or other entity or organization.

(ii)

Adjustment Due to Merger, Consolidation, Etc. If, at any time when this Note is issued and outstanding and prior to conversion

of all of the Note, there shall be any merger, consolidation, exchange of shares, recapitalization, reorganization, or other similar

event, as a result of which shares of Preferred or Common Stock of the Borrower shall be changed into the same or a different number

of shares of another class or classes of stock or securities of the Borrower or another entity, or in case of any sale or conveyance

of all or substantially all of the assets of the Borrower other than in connection with a plan of complete liquidation of the Borrower,

then the Holder of this Note shall thereafter have the right to receive upon conversion of this Note, upon the basis and upon the terms

and conditions specified herein and in lieu of the shares of Preferred or Common Stock immediately theretofore issuable upon conversion,

such stock, securities or assets which the Holder would have been entitled to receive in such transaction had this Note been converted

in full immediately prior to such transaction (without regard to any limitations on conversion set forth herein), and in any such case

appropriate provisions shall be made with respect to the rights and interests of the Holder of this Note to the end that the provisions

hereof shall thereafter be applicable, as nearly as may be practicable in relation to any securities or assets thereafter deliverable

upon the conversion hereof. The Borrower shall not affect any transaction described in this Section 5(e)(ii) unless (a) it first gives

ten (10) days prior written notice of the record date of the special meeting of stockholders to approve, or if there is no such record

date, the consummation of, such merger, consolidation, exchange of shares, recapitalization, reorganization or other similar event or

sale of assets (during which time the Holder shall be entitled to convert this Note) and (b) the resulting successor or acquiring entity

(if not the Borrower) assumes by written instrument the obligations of this Note. The above provisions shall similarly apply to successive

consolidations, mergers, sales, transfers or share exchanges.

(iii)

Adjustment Due to Distribution. If the Borrower shall declare or make any distribution of its assets (or rights to acquire

its assets) to holders of Preferred or Common Stock as a dividend, stock repurchase, by way of return of capital or otherwise (including

any dividend or distribution to the Borrower’s stockholders in cash or shares (or rights to acquire shares) of capital stock of

a subsidiary (i.e., a spin-off)) (a “Distribution”), then the Holder of this Note shall be entitled, upon any conversion

of this Note after the date of record for determining stockholders entitled to such Distribution, to receive the amount of such assets

which would have been payable to the Holder with respect to the shares of Preferred or Common Stock issuable upon such conversion had

such Holder been the holder of such shares of Preferred or Common Stock on the record date for the determination of stockholders entitled

to such Distribution.

Minor Default shall mean a specific type of default under this Note that occurs solely as a result of the Borrower’s failure

to pay the Monitoring Fee when due, and such failure remains uncured for a period of thirty (30) calendar days following the Monitoring

Fee due date. A Minor Default shall trigger acceleration of the Note, but the total amount due and payable shall be equal to one hundred

five percent (105%) of the outstanding Principal amount of the Note, plus any accrued and unpaid Interest and fees, if any, as of the

date of acceleration (the “Minor Default Payment”). For the avoidance of doubt, a Minor Default shall not constitute

a full Event of Default under Section 8 hereof and shall not trigger the Default Payment defined in Section 8, unless additional uncured

Event of Defaults occur beyond the scope of a default as a result of non-payment of the Monitoring Fee. The Minor Default Payment shall

be first applied to accrued and unpaid Interest due on the Note and then to the outstanding Principal balance of the Note.

Events of Default. Upon the occurrence and continuance of an Event of Default beyond any applicable grace period, not considered

a Minor Default, the Holder may make all sums of Principal, Interest and other fees then remaining unpaid hereon and all other amounts

payable hereunder immediately due and payable. In the event of such an acceleration, the amount due and owing to the Holder shall be

130% of the outstanding Principal amount of the Note (plus accrued and unpaid Interest and fees, if any) (the “Default Payment”),.

The Default Payment shall be first applied to accrued and unpaid Interest due on the Note and then to the outstanding Principal balance

of the Note.

The

occurrence of any of the following events is an “Event of Default”:

Failure

to Pay Principal, Interest or other Fees. The Borrower fails to pay when due any installment of Principal or Interest hereon

in accordance herewith, and such failure shall continue for a period of thirty (30) days following the date upon which any such payment

was due.

ii.

Receiver

or Trustee. The Borrower shall make an assignment for the benefit of creditors, or apply for or consent to the appointment of

a receiver or trustee for it or for a substantial part of its property or business; or such a receiver or trustee shall otherwise

be appointed.

iii.

Judgments.

Any money judgment, writ or similar final process shall be entered or filed against the Borrower or its property or other assets

for more than $2,000,000, and shall remain unvacated, unbonded or unstayed for a period of thirty (30) days.

iv.

Bankruptcy.

Bankruptcy, insolvency, reorganization or liquidation proceedings or other proceedings or relief under any bankruptcy law or any

law for the relief of debtors shall be instituted by or against the Borrower.

Use of Proceeds. The Borrower acknowledges and agrees that its intended use of the net proceeds received from the Holder pursuant

to this Note is to support its ongoing operations including but not limited to working capital, operational expansion, Regulation CF

launch, Regulation A preparation and launch, and strategic initiatives aligned with the Borrower’s business objectives.

10.

Original Issue Discount and Guaranteed Interest. The Holder fully funds this Note upon transfer of $189,000.00 to Borrower at

closing. The difference between the amount transferred by the Holder to the Borrower and the Principal Amount of this Note is the Original

Issue Discount of $40,500.00 and guaranteed interest of $40,500.00.

11.

No Short Selling. The Holder and any of its affiliates will not engage in any short sales with respect to the Common Stock of

the Borrower during the term of this Note.

12.

Failure or Indulgence Not Waiver. No failure or delay on the part of the Holder hereof in the exercise of any power, right or

privilege hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any such power, right or privilege

preclude other or further exercise thereof or of any other right, power or privilege. All rights and remedies existing hereunder are

cumulative to, and not exclusive of, any rights or remedies otherwise available.

13.

Notices. Any notice herein required or permitted to be given shall be in writing and shall be deemed effectively given: (a) upon

personal delivery to the party notified, (b) when sent by confirmed facsimile if sent during normal business hours of the recipient,

if not, then on the next business day, (c) five days after having been sent by registered or certified mail, return receipt requested,

postage prepaid, or (d) one day after deposit with a nationally recognized overnight courier, specifying next day delivery, with written

verification of receipt. All communications shall be sent to the Borrower at: American Rebel Holdings, Inc., 218 3rd Avenue

North, Suite 400, Nashville, TN 37201, email: corey.lambrecht@americanrebel.com and to info@americanrebel.com and to the Holder at the

address and email set forth on the signature page of this Note, or at such other address as the Borrower or the Holder may designate

by ten (10) days advance written notice to the other parties hereto.

14.

Amendment Provision. The term “Note” and all reference thereto, as used throughout this instrument, shall mean

this instrument as originally executed, or if later amended or supplemented, then as so amended or supplemented, and any successor instrument

issued hereunder, as it may be amended or supplemented.

15.

Assignability. This Note shall be binding upon the Borrower and its successors and assigns, and shall inure to the benefit of

the Holder and its successors and assigns, and may not be assigned by the Borrower without the consent of the Holder.

16.

Governing Law. This Note shall be governed by and construed in accordance with the laws of the State of Nevada, without regard

to principles of conflicts of laws. Any action brought by either party against the other concerning the transactions contemplated by

this Note shall be brought only in the state courts of Nevada or in the federal courts located in the State of Nevada. Both parties agree

to submit to the jurisdiction of such courts. Attorneys’ Fees. In any action, suit, proceeding, or dispute between the Borrower

and the Holder arising out of, relating to, or in connection with this Note, including any action to enforce or interpret this Note,

collect any amounts due under this Note, enforce any judgment, or protect or realize upon any collateral or other security for the obligations

evidenced by this Note, the prevailing party shall be entitled to recover from the non-prevailing party its reasonable attorneys’

fees and costs, including those incurred before suit, at trial, on appeal, and in any bankruptcy, insolvency, or post-judgment proceeding.

This provision is intended to be mutual, shall survive payment, conversion, repayment, and termination of this Note, and shall not merge

into any judgment. In the event that any provision of this Note is invalid or unenforceable under any applicable statute or rule of law,

then such provision shall be deemed inoperative to the extent that it may conflict therewith and shall be deemed modified to conform

with such statute or rule of law. Any such provision which may prove invalid or unenforceable under any law shall not affect the validity

or unenforceability of any other provision of this Note. Nothing in this Section shall preclude either party from bringing an action

in another jurisdiction solely to enforce a final judgment entered by a court of competent jurisdiction in Nevada or to realize upon

collateral or other security located in such jurisdiction.

17.

Construction. Each party acknowledges that its legal counsel participated in the preparation of this Note and, therefore, stipulates

that the rule of construction that ambiguities are to be resolved against the drafting party shall not be applied in the interpretation

of this Note to favor any party against the other.

18.

Usury. If it shall be found that any interest or other amount deemed interest due hereunder violates the applicable law governing

usury, the applicable provision shall automatically be revised to equal the maximum rate of interest or other amount deemed interest

permitted under applicable law. The Borrower covenants (to the extent that it may lawfully do so) that it will not seek to claim or take

advantage of any law that would prohibit or forgive the Borrower from paying all or a portion of the principal or interest on this Note.

19.

Piggy-Back Registration Rights. Holder is hereby granted piggy-back registration rights on the shares of Common Stock underlying

the Preferred Stock issued or issuable pursuant to this Note for any registration statement the Borrower files under the Securities Act

of 1933, as amended, except for Forms S-8, S-3 or as otherwise prohibited by an underwriter or placement agent for the Borrower’s

securities

20.

Investment Representations. The Holder represents and warrants to the Borrower that:

Investment Purpose. As of the date hereof, the Holder is purchasing the Note and the shares of Preferred or Common Stock potentially

issuable hereunder (collectively, the “Securities”) for its own account and not with a present view towards the public

sale or distribution thereof in a manner that would violate the Securities Act of 1933, as amended (the “1933 Act”),

except pursuant to sales registered or exempted from registration under the 1933 Act; provided, however, that by making

the representations herein, the Holder does not agree to hold any of the Securities for any minimum or other specific term and reserves

the right to dispose of the Securities at any time in accordance with or pursuant to a registration statement or an exemption under the

1933 Act. The Holder is acquiring the Securities hereunder in the ordinary course of its business. The Holder does not presently have

any agreement or understanding, directly or indirectly, with any Person to distribute any of the Securities.

Accredited Investor Status. The Holder is an “accredited investor” as that term is defined in Rule 501(a) of Regulation

D (an “Accredited Investor”).

Reliance on Exemptions. The Holder understands that the Securities are being offered and sold to it in reliance upon specific

exemptions from the registration requirements of United States federal and state securities laws and that the Borrower is relying upon

the truth and accuracy of, and the Holder’s compliance with, the representations, warranties, agreements, acknowledgments and understandings

of the Holder set forth herein in order to determine the availability of such exemptions and the eligibility of the Holder to acquire

the Securities.

Information. The Holder and its advisors, if any, have been, and for so long as the Note remain outstanding will continue to be,

furnished with all materials relating to the business, finances and operations of the Borrower and materials relating to the offer and

sale of the Securities which have been requested by the Holder or its advisors. The Holder and its advisors, if any, have been, and for

so long as the Note remain outstanding will continue to be, afforded the opportunity to ask questions of the Borrower. Notwithstanding

the foregoing, the Borrower has not disclosed to the Holder any material nonpublic information and will not disclose such information

unless such information is disclosed to the public prior to or promptly following such disclosure to the Holder. The Holder understands

that its investment in the Securities involves a significant degree of risk. The Holder is not aware of any facts that may constitute

a breach of any of the Borrower’s representations and warranties made herein. The Holder has sought such accounting, legal and

tax advice as it has considered necessary to make an informed investment decision with respect to its acquisition of the Securities.

Governmental Review. The Holder understands that no United States federal or state agency or any other government or governmental

agency has passed upon or made any recommendation or endorsement of the Securities or the fairness or suitability of the investment in

the Securities nor have such authorities passed upon or endorsed the merits of the offering of the Securities.

Transfer or Re-sale. The Holder understands that (i) the sale or re-sale of the Securities has not been and is not being registered

under the 1933 Act or any applicable state securities laws, and the Securities may not be transferred unless (a) the Securities are sold

pursuant to an effective registration statement under the 1933 Act, (b) the Holder shall have delivered to the Borrower, at the cost

of the Holder, an opinion of counsel that shall be in form, substance and scope customary for opinions of counsel in comparable transactions

to the effect that the Securities to be sold or transferred may be sold or transferred pursuant to an exemption from such registration,

which opinion shall be accepted by the Borrower, (c) the Securities are sold or transferred to an “affiliate” (as defined

in Rule 144 promulgated under the 1933 Act (or a successor rule) (“Rule 144”)) of the Holder who agrees to sell or

otherwise transfer the Securities only in accordance with this Agreement and who is an Accredited Investor, (d) the Holder provides the

Borrower with reasonable assurance that the Securities can be sold, assigned or transferred pursuant to Rule 144, or (e) the Securities

are sold pursuant to Regulation S under the 1933 Act (or a successor rule) (“Regulation S”), and the Holder shall

have delivered to the Borrower, at the cost of the Holder, an opinion of counsel that shall be in form, substance and scope customary

for opinions of counsel in corporate transactions, which opinion shall be accepted by the Borrower; (ii) any sale of such Securities

made in reliance on Rule 144 may be made only in accordance with the terms of said Rule and further, if said Rule is not applicable,

any re-sale of such Securities under circumstances in which the seller (or the person through whom the sale is made) may be deemed to

be an underwriter (as that term is defined in the 1933 Act) may require compliance with some other exemption under the 1933 Act or the

rules and regulations of the SEC thereunder; and (iii) neither the Borrower nor any other person is under any obligation to register

such Securities under the 1933 Act or any state securities laws or to comply with the terms and conditions of any exemption thereunder

(in each case), except as required hereunder.

Legends. The Holder understands that the Note and the conversion common stock shares shall bear any legend as required by the

“blue sky” laws of any state and a restrictive legend in substantially the following form (and a stop-transfer order may

be placed against transfer of the certificates for such Securities):

“NEITHER

THE ISSUANCE AND SALE OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE NOR THE SECURITIES INTO WHICH THESE SECURITIES ARE EXERCISABLE

HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES MAY NOT BE OFFERED

FOR SALE, SOLD, TRANSFERRED OR ASSIGNED (I) IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER THE SECURITIES

ACT OF 1933, AS AMENDED, OR (B) AN OPINION OF COUNSEL (WHICH COUNSEL SHALL BE SELECTED BY THE HOLDER), IN A GENERALLY ACCEPTABLE FORM,

THAT REGISTRATION IS NOT REQUIRED UNDER SAID ACT OR (II) UNLESS SOLD PURSUANT TO RULE 144 OR RULE 144A UNDER SAID ACT.”

The

legend set forth above shall be removed and the Borrower shall issue a certificate without such legend to the holder of any Security

upon which it is stamped, if, unless otherwise required by applicable state securities laws, (a) such Security is registered for sale

under an effective registration statement filed under the 1933 Act or otherwise may be sold pursuant to Rule 144 or Regulation S without

any restriction as to the number of securities as of a particular date that can then be immediately sold, or (b) such holder provides

the Borrower with an opinion of counsel, in form, substance and scope customary for opinions of counsel in comparable transactions, to

the effect that a public sale or transfer of such Security may be made without registration under the 1933 Act, which opinion shall be

accepted by the Borrower so that the sale or transfer is effected. The Holder agrees to sell all Securities, including those represented

by a certificate(s) from which the legend has been removed, in compliance with applicable prospectus delivery requirements, if any.

Authorization; Enforcement. This Agreement has been duly and validly authorized. This Agreement has been duly executed and delivered

on behalf of the Holder, and this Agreement constitutes a valid and binding agreement of the Holder enforceable in accordance with its

terms.

Residency. The Holder is a resident of the State of Missouri and has no plans to change its residence within the near future.

WITNESS WHEREOF, the Borrower has caused this Note to be signed in its name effective as of this 10th day of April, 2026.

AMERICAN

REBEL HOLDINGS, INC.

By:

/s/

Charles A. Ross, Jr.

Charles A. Ross, Jr.,

CEO

HOLDER:

Shawn

Dworaczyk

By:

/s/

Shawn Dworaczyk

Name:

Shawn

Dworaczyk

Its:

SDSP

HOLDINGS, LLC

Address:

15300

Heavenwood

Eugene,

MO 65032

Email:

ShawnDworaczyk@gmail.com

EXHIBIT

HOLDER

WIRE INSTRUCTIONS

EXHIBIT

NOTICE

OF CONVERSION

(Preferred

Stock)

The

undersigned, upon mutual agreement between the Holder and the Borrower, hereby elects to convert $_________________ principal amount

of the Note (defined below) together with $________________ of accrued and unpaid interest thereto, totaling $_____________ into

that number of shares of Series D Convertible Preferred Stock to be issued pursuant to the conversion of the Note

(“Preferred Stock”) as set forth below, of American Rebel Holdings, Inc., a Nevada corporation (the

“Borrower”), according to the conditions of the convertible note of the Borrower dated as of April 10, 2026 (the

“Note”), as of the date written below. No fee will be charged to the Holder for any conversion, except for

transfer taxes, if any.

Box

Checked as to applicable instructions:

[ ]

The

Borrower shall electronically transmit the Preferred Stock issuable pursuant to this Notice of Conversion to the account of the undersigned

or its nominee with DTC through its Deposit Withdrawal At Custodian system (“DWAC Transfer”).

Name

of DTC Broker:

Account

Number:

[ ]

The

undersigned hereby requests that the Borrower issue a certificate or certificates for the number of shares of Preferred Stock set

forth below (which numbers are based on the Holder’s calculation attached hereto) in the name(s) specified immediately below

or, if additional space is necessary, on an attachment hereto:

Name:

[NAME]

Address:

[ADDRESS]

Date

of Conversion:

Applicable

Conversion Price:

Number

of Shares of Preferred Stock to be Issued Pursuant

to Conversion of the Note:

Amount

of Principal Balance Due remaining Under

the Note after this conversion:

Accrued

and unpaid interest remaining:

By:

Name:

Title:

[TITLE]

Date:

[DATE]

EXHIBIT

NOTICE

OF CONVERSION

(Common

Stock)

The

undersigned, upon mutual agreement between the Holder and the Borrower, hereby elects to convert $_________________ principal amount

of the Note (defined below) together with $________________ of accrued and unpaid interest thereto, totaling $_____________ into

that number of shares of common stock, $0.001 par value per share, to be issued pursuant to the conversion of the Note

(“Common Stock”) as set forth below, of American Rebel Holdings, Inc., a Nevada corporation (the

“Borrower”), according to the conditions of the convertible note of the Borrower dated as of April 10, 2026 (the

“Note”), as of the date written below. No fee will be charged to the Holder for any conversion, except for

transfer taxes, if any.

Box

Checked as to applicable instructions:

[ ]

The

Borrower shall electronically transmit the Common Stock issuable pursuant to this Notice of Conversion to the account of the undersigned

or its nominee with DTC through its Deposit Withdrawal At Custodian system (“DWAC Transfer”).

Name

of DTC Broker:

Account

Number:

[ ]

The

undersigned hereby requests that the Borrower issue a certificate or certificates for the number of shares of Common Stock set forth

below (which numbers are based on the Holder’s calculation attached hereto) in the name(s) specified immediately below or,

if additional space is necessary, on an attachment hereto:

Name:

[NAME]

Address:

[ADDRESS]

Date

of Conversion:

Applicable

Conversion Price:

Number

of Shares of Common Stock to be Issued Pursuant

to Conversion of the Note:

Amount

of Principal Balance Due remaining Under

the Note after this conversion:

Accrued

and unpaid interest remaining:

By:

Name:

Title:

[TITLE]

Date:

[DATE]

EX-99.1

Filename: ex99-1.htm · Sequence: 4

Exhibit

99.1

American

Rebel Holdings (NASDAQ: AREB) Announces Nasdaq Trading Resumption and Provides Shareholder Update

NASHVILLE,

TN / ACCESS Newswire / April 27, 2026 / American Rebel Holdings, Inc. (NASDAQ:AREB)(NASDAQ:AREBW) (“American Rebel”

or the “Company”) today acknowledged Nasdaq’s announcement that trading in the Company’s common stock and publicly

traded warrants will resume at 11:00 a.m. Eastern Time on April 27, 2026. Trading in AREB and AREBW had been halted by Nasdaq

on March 20, 2026 at 7:50 p.m. Eastern Time.

“We

appreciate Nasdaq’s resumption of trading and the continued support of our shareholders during this process,” said Andy

Ross, Chief Executive Officer of American Rebel. “The shares issued to CEDE & Co. for distribution to stockholders affected

by the round-lot rounding were an important part of the stockholder-protection mechanics associated with our reverse split, and we believe

that issuance addressed the Nasdaq Publicly Held Shares deficiency. Broadridge’s range analysis also highlights the breadth of

our shareholder base, with a significant majority of beneficial holders owning positions below 250 shares. We remain focused on transparency,

compliance, and executing our business plan as America’s Patriotic Brand.”

Per

a transfer agent report generated this morning, the Company’s most recent common shares issued and outstanding are 4,132,655.

Based

on Broadridge’s Share Range Analysis, with a record date of April 14, 2026 and last updated April 22, 2026 at 2:52 a.m., approximately

86% of American Rebel’s approximately 33,908 beneficial shareholders held positions under 250 shares as of

the record date, with nearly 82% of holders owning between 100 and 249 shares. These figures reflect Broadridge’s

range analysis and should be read alongside the transfer-agent snapshot for reconciliation to the Company’s issued and outstanding

share count.

American

Rebel appreciates the continued patience and support of its stockholders and remains focused on executing its business strategy across

its growing American Rebel brand platform. The Company will continue to provide updates to stockholders as appropriate through public

disclosures and official company communications.

The

Company’s 1-for-100 reverse stock split became effective on March 23, 2026. The Company notes that the split-adjusted prior reference

price, or previous close, for the Company’s common stock was $6.46, as previously disclosed in the Company’s March

24, 2026 stockholder update. Nasdaq’s AREB market activity page is available here: https://www.nasdaq.com/market-activity/stocks/areb.

The Company’s March 24, 2026 stockholder update is available here: https://www.nasdaq.com/press-release/american-rebel-holdings-inc-nasdaq-areb-arebw-provides-stockholder-update-following-1.

previously disclosed, on March 23, 2026, the Company received an additional deficiency letter from Nasdaq notifying the Company that,

as a result of the March 23, 2026 1-for-100 reverse stock split, the Company had a post-reverse-split publicly held shares number of

approximately 247,279. As a result, the Company did not comply with the minimum 500,000 Publicly Held Shares requirement

for continued inclusion under Nasdaq Listing Rule 5550(a)(4). Nasdaq also stated that the Company would remain non-compliant with the

minimum $1.00 bid price requirement until the Publicly Held Shares deficiency was cured and, thereafter, until the Company met the bid

price standard for a minimum of 10 consecutive business days, unless Nasdaq staff exercised discretion to extend such period.

Nasdaq

further stated in the March 23, 2026 Additional Staff Determination Letter that, in addition to the Additional Staff Delist Determination,

Nasdaq placed trading in the Company’s securities in a Qualification Halt under Listing Rule 4120(i), effective March 23, 2026,

and that the Qualification Halt would remain in place at least until the Company regained compliance with the Publicly Held Shares requirement

under Nasdaq Listing Rule 5550(a)(4).

most recently disclosed in the Company’s Current Report on Form 8-K, on April 6, 2026, in connection with the round-lot share rounding

associated with the March 23, 2026 reverse stock split, the Company issued 3,218,299 shares of common stock to CEDE & Co.

for distribution to stockholders affected by the rounding. The Company disclosed that it believed this issuance cures the Nasdaq deficiency

for the Publicly Held Shares requirement for continued inclusion under Nasdaq Listing Rule 5550(a)(4). The Form 8-K is available here:

https://www.sec.gov/Archives/edgar/data/1648087/000149315226015851/form8-k.htm.

Investor

Contact

American

Rebel Holdings, Inc.

ir@americanrebel.com

About

American Rebel Holdings, Inc.

American

Rebel Holdings, Inc. (NASDAQ: AREB; AREBW) is America’s Patriotic Brand. Founded in 2014, the Company has built a portfolio of

patriotic lifestyle products including safes, personal security solutions, branded apparel and accessories, and American Rebel Light

Beer.

Forward-Looking

Statements

This

press release contains forward-looking statements within the meaning of the federal securities laws. Forward-looking statements include,

without limitation, statements regarding the Company’s Nasdaq listing status; the resumption of trading in the Company’s

common stock and warrants; the Company’s belief that the issuance of shares to CEDE & Co. for distribution to stockholders

affected by round-lot share rounding cures the Nasdaq Publicly Held Shares deficiency under Nasdaq Listing Rule 5550(a)(4); the Company’s

ability to regain, evidence, or maintain compliance with Nasdaq’s continued listing standards; the Company’s ability to satisfy

the minimum $1.00 bid price requirement; the Company’s ability to maintain compliance with Nasdaq’s minimum stockholders’

equity requirement; the Company’s continued listing on The Nasdaq Capital Market; the Company’s shareholder base, share count,

and transfer-agent and Broadridge reconciliation matters; and the Company’s business strategy, operating plans, growth initiatives,

liquidity, capital resources, and future public disclosures.

Forward-looking

statements are based on current expectations, estimates, assumptions, and projections and are subject to significant risks, uncertainties,

and changes in circumstances, many of which are outside the Company’s control. Although Nasdaq has announced the resumption of

trading in the Company’s securities, there can be no assurance that the Company has regained compliance with all applicable Nasdaq

continued listing requirements, that Nasdaq Staff or the Nasdaq Hearings Panel will agree with the Company’s belief that the CEDE

& Co. share issuance cures the Publicly Held Shares deficiency, or that the Company will receive any favorable future determination

from Nasdaq Staff, the Nasdaq Hearings Panel, the Nasdaq Listing and Hearing Review Council, or any other Nasdaq adjudicatory body.

previously disclosed, Nasdaq Staff has noted that, under Nasdaq Listing Rule 5810(c)(3)(A), the Company will remain non-compliant with

the minimum $1.00 bid price requirement until the Publicly Held Shares deficiency is cured and, thereafter, the Company meets the bid

price standard for a minimum of 10 consecutive business days, unless Nasdaq Staff exercises its discretion to extend such 10-day period

as discussed in Nasdaq Listing Rule 5810(c)(3)(H). The Company can provide no assurance that it will satisfy the minimum bid price requirement

for the required period, that Nasdaq Staff will exercise any discretion in the Company’s favor, or that the Company will otherwise

be able to maintain compliance with Nasdaq’s continued listing standards. The April 9, 2026 Form 8-K includes the Publicly Held

Shares deficiency, bid-price compliance, Qualification Halt, and CEDE & Co. issuance disclosures.

addition, the Company remains subject to Nasdaq Hearings Panel monitoring for compliance with Nasdaq’s minimum stockholders’

equity requirement under Nasdaq Listing Rule 5550(b)(1). As previously disclosed, the Panel confirmed compliance with the Equity Rule

on November 21, 2025 and advised that the Company would be subject to a mandatory one-year Panel monitoring period beginning on that

date. During the monitoring period, if Nasdaq Staff determines that the Company is again out of compliance with the Equity Rule, the

Company may not be permitted to submit a compliance plan or receive additional Staff-level time to regain compliance, and Nasdaq Staff

may issue a Delist Determination Letter. In such event, the Company may request a new hearing before the initial Nasdaq Hearings Panel

or a newly convened panel, but there can be no assurance that the Company would receive a favorable determination or that its securities

would remain listed on Nasdaq. The Company’s November 24, 2025 Form 8-K describes the one-year Panel monitoring period and related

delisting risks.

Actual

results could differ materially from those expressed or implied by these forward-looking statements as a result of various factors, including,

but not limited to, Nasdaq’s review of the Company’s compliance with continued listing standards; any further decisions,

notices, delisting determinations, trading halts, suspension actions, or other actions by Nasdaq Staff, the Nasdaq Hearings Panel, the

Nasdaq Listing and Hearing Review Council, or the Nasdaq Board; volatility in the market price and trading volume of the Company’s

securities; the Company’s ability to maintain sufficient stockholders’ equity; the Company’s ability to satisfy bid

price, Publicly Held Shares, market value, shareholder, corporate governance, and other Nasdaq listing requirements; the effects of the

reverse stock split and round-lot share rounding; changes in the Company’s issued and outstanding share count; the timing and accuracy

of broker, depository, transfer-agent, and beneficial ownership information; the Company’s ability to raise capital or execute

strategic transactions; general market, economic, industry, and regulatory conditions; and the risks described in the Company’s

filings with the Securities and Exchange Commission.

Investors

are cautioned not to place undue reliance on forward-looking statements, which speak only as of the date of this press release. The Company

undertakes no obligation to update or revise any forward-looking statements, whether as a result of new information, future events, Nasdaq

determinations, market developments, or otherwise, except as required by applicable law.

SOURCE:

American Rebel Holdings

EX-99.2

Filename: ex99-2.htm · Sequence: 5

Exhibit

99.2

American

Rebel Holdings, Inc. (NASDAQ:AREB) Announces American Rebel Light Beer Sales Results - Rebel Light Outsells Every Beer at the 2026 NHRA

Gatornationals by 40%, Underscoring Strong Alignment with NHRA Fans

American

Rebel Light Official Beer Sponsor activation, the American Rebel Light Patriotic Beer Garden, live music on the American Rebel Stage,

a high-energy Matt Hagan Total Wine pre-race event, and early on-track success from American Rebel-backed teams highlight growing momentum

with consumers, retailers, venue operators, and distribution partners

NASHVILLE,

TN / ACCESS Newswire / April 28, 2026 / American Rebel Beverages, a subsidiary of American Rebel Holdings, Inc. (NASDAQ:AREB),

today announced that American Rebel Light Beer delivered a breakout performance at the 57th Annual AMALIE Motor Oil NHRA Gatornationals

in Gainesville, Florida, where American Rebel Light Beer outsold every other beer offered at the track by 40%, outperformed a

top national brand by 600%, and exceeded that brand’s light beer version by 150%.

American

Rebel - America’s Patriotic Beer didn’t just show up to the 2026 Amalie Motor Oil NHRA Gatornationals. It took over.

For

American Rebel, the weekend was about more than strong sales. Management believes the Gatornationals provided compelling real-world proof

that NHRA fans and American Rebel Light Beer are a natural fit. In one of the most patriotic, high-energy, tradition-rich environments

in motorsports, fans responded to the brand’s message, taste profile, and full-event activation in a way that translated into visible

engagement and measurable sell-through. American Rebel Light is America’s Patriotic Beer, brewed for Americans who love their country

and a great-tasting premium light lager.

“NHRA

is where our people are,” said Andy Ross, Chairman and Chief Executive Officer of American Rebel Holdings, Inc. “These

are fans who love speed, freedom, competition, country, and the full race-day experience. Gainesville showed exactly why American Rebel

Light belongs in that environment. Fans didn’t just try the beer - they came back for it, they carried it through the Midway and

the grandstands, and they made it clear that America’s Patriotic Beer resonates with this audience.”

the Official Beer Sponsor of the Gatornationals, American Rebel Light built one of the weekend’s most visible brand platforms.

The American Rebel Light Patriotic Beer Garden anchored the Midway and became a central gathering place for fans throughout race weekend.

The American Rebel Stage kept energy high with live music between nitro sessions, including a performance by Ross, extending the brand

from beverage choice to full fan experience. From first-round qualifying through final eliminations, American Rebel Light was positioned

not simply as a sponsorship asset, but as part of the atmosphere and identity of the event itself.

That

alignment was reinforced operationally by Tri-Eagle Sales, American Rebel’s distributor partner across North and North Central

Florida, which supported on-site execution, cold-box placement, product delivery, and event-level logistics throughout the weekend. The

result was a highly visible, high-velocity activation that showcased the brand’s ability to perform in a competitive, high-volume

live-event environment.

The

Numbers Don’t Lie: Fan Demand For American Rebel Light Beer Was Overwhelming

“We

were incredibly excited by American Rebel’s outstanding performance at the Gatornationals,” said Dylan Witt, District

Manager - Southeast, Sodexo Live! Sports Division. “Their team was attentive, responsive, and extremely supportive in helping

us execute this event...and I found a new Beer! The brand (American Rebel Light) truly resonated with consumers, and the sales results

exceeded all expectations. This success has energized our team, and we are actively exploring additional opportunities to support

American Rebel across other venues we manage throughout the Southeast. We see great potential for growth and look forward to expanding

our partnership.”

The

momentum extended well beyond the track. On the Thursday before race weekend, American Rebel hosted a high-energy meet-and-greet and

sampling event with four-time NHRA Funny Car World Champion Matt Hagan at Total Wine & More in Gainesville. Fans lined up well

before Hagan arrived, stretching through the lobby and out the door. The event sold more than 50 twelve-packs in a single activation,

making it one of the strongest chain-level sampling events in the brand’s history and providing another clear signal that trial

is converting into purchase.

“We

knew the event would be strong, but the turnout blew us away,” said Todd Porter, President of American Rebel Beverages.

“What we saw in Gainesville - both at retail and at the track - is exactly what we want our distribution partners, retail accounts,

and venue operators to see: when consumers taste Rebel Light and experience the brand in the right setting, they buy it. That kind of

trial-to-purchase conversion matters, and it gives us confidence as we continue to expand in Florida and other key markets.”

“Florida

is a cornerstone state for American Rebel Light Beer in 2026, and partnering with Tri-Eagle Sales is a game-changer,” said Ross.

“Tri-Eagle’s market relationships, logistics strength, and disciplined execution will help us turn growing retailer demand

into real retail velocity.”

American

Rebel believes the Gatornationals weekend also demonstrates a broader commercial point for wholesalers, retailers, and on-premise partners:

American Rebel Light is built for high-engagement occasions. The brand’s patriotic positioning, approachable taste profile, race-day

energy, and integrated activation model created a powerful combination that drove both traffic and sales. For on-premise operators and

venue partners, the weekend showed the brand’s ability to hold its own in a crowded, competitive environment. For off-premise retailers,

the Total Wine event showed the power of sampling, athlete association, and merchandising to convert interest into immediate sell-through.

For distributors, the event offered a scalable playbook that combines sponsorship, field execution, consumer trial, and retail follow-through.

America’s

Beer. America’s Race. America’s Fans.

110 calories, 4g of carbs, 4.2% ABV, and zero corn, rice, or shortcuts, American Rebel Light is built for the NHRA and American

Rebel fans who showed up in Gainesville and chose it overwhelmingly over every other option. The 2026 Gatornationals proved that when

you put America’s Patriotic Beer in front of the right crowd, they don’t just try it - they come back for more.

America’s

Patriotic, God-Fearing, Constitution-Loving, National Anthem-Singing, Stand-Your-Ground Beer

American

Rebel Racing’s 2026 NHRA presence also helped put the brand front-and-center with one of motorsports’ most loyal fan bases.

At the season-opening Gatornationals, both Matt Hagan in Funny Car and Leah Pruett in Top Fuel opened eliminations with first-round victories,

while John Hall rode the American Rebel Light Pro Stock Motorcycle all the way to the final round. Management believes that opening-race

performance reinforced the energy around the American Rebel brand at the track and extended the weekend’s momentum beyond beer

sales alone.

That

momentum has continued through the early part of the 2026 NHRA season. Hagan followed Gainesville by winning the historic 1,000th

Funny Car race in NHRA history at the Lucas Oil NHRA Winternationals in Pomona. Pruett reached the final round in Phoenix in

just her second race back in Top Fuel competition, and unofficial NHRA points following the fourth event of the season listed Hagan second

in Funny Car, Pruett third in Top Fuel, and Hall third in Pro Stock Motorcycle. The Company’s driver lineup at Gainesville included

Leah Pruett in Top Fuel, Matt Hagan in Funny Car, and John Hall in Pro Stock Motorcycle, giving American Rebel Light Beer meaningful

on-track exposure across multiple premier NHRA classes at the very start of the season.

“We’re

proud of what the NHRA Gatornationals weekend represented in beer sales at the track,” Porter added. “This was not just a

sponsorship. It was a brand statement. Our American Rebel Beer Garden, our race-team relationships, our music, our retail event, and

our distributor execution all came together to create an unforgettable fan experience. That matters to consumers, and it matters to the

accounts and partners who want brands that can create energy, sell product, and build repeat business with American Rebel Light Beer.”

American

Rebel Light is positioned as a premium domestic light lager crafted for consumers who want a crisp, easy-drinking beer with a cleaner

ingredient story and a bold brand identity. With approximately 110 calories, 4 grams of carbohydrates, and 4.2% ABV per 12-ounce serving,

American Rebel Light is brewed with a 100% all-malt recipe and without the corn, rice, or added sweetener shortcuts often associated

with mass-market light beer. Brewed in La Crosse, Wisconsin by City Brewing Company, with recipe development in partnership with the

AlcSource beverage innovation team, the product is built for consistency, scale, and broad consumer appeal.

Since

launch, American Rebel Light has continued to expand under a Distributor-First growth strategy, securing distribution agreements across

18 states and building placements in both on-premise and off-premise accounts. Management believes the Gatornationals performance provides

a strong proof point for future growth discussions with chain buyers, independent retailers, venue operators, and distributors seeking

brands that can generate authentic consumer connection and visible market momentum.

“Gainesville

was another milestone weekend for American Rebel Light,” Ross said. “For retail investors, it showed consumer demand. For

retailers and establishments, it showed velocity. For wholesalers and venue partners, it showed execution. And for American Rebel Light

Beer, it reinforced something we believe strongly: when America’s Patriotic Beer is placed in front of the right crowd, it wins.”

PUT

A CAN IN YOUR HAND: A BETTER-FOR-YOU PREMIUM LIGHT LAGER BUILT TO WIN

American

Rebel Light Beer is America’s Patriotic Beer-crafted for beer drinkers who want a crisp, clean, easy-drinking domestic light lager

with a “better-for-you” profile, aligned with a brand that celebrates freedom and the American spirit. It’s the

only BEER we’re DRINKIN’ ROUND HERE.

American

Rebel Light Beer is positioned as a premium domestic light lager brewed for taste, quality, and consistency at scale-highlighting:

● 110

calories per 12 oz

● 4g

carbs per 12 oz

● 4.2%

ABV

● 100%

all-malt recipe with no adjuncts / corn syrups / rice extracts

● Cold,

extended fermentation for crisp taste and “brilliant” clarity

● Brewed

in La Crosse, Wisconsin by City Brewing Company with recipe development in partnership

with the AlcSource beverage innovation team

About

American Rebel Light Beer

Brewed

for patriots who love their country, American Rebel Light Beer is a premium domestic light lager-crisp, clean, all-natural, and bold-crafted

for beer drinkers who want full-flavor refreshment with a lighter feel. With approximately 100 calories, 3.2g of carbohydrates, and 4.3%

ABV per 12 oz serving, American Rebel Light is brewed without corn, rice, or added sweeteners that are common in many mass-produced light

beers. Since its launch in April 2024, American Rebel Light Beer has rolled out in 18 states and continues to expand nationwide as America’s

Patriotic, “healthy-for-you” light beer brewed for patriots who love this country. Anchored by its signature brand statement

“America’s Patriotic, God-Fearing, Constitution-Loving, National Anthem-Singing, Stand-Your-Ground Beer,” it

celebrates freedom, Life, Liberty, and the pursuit of the American Dream, inspiring consumers to Stand Tall, Stand Proud, Be Loud.

Headquartered

in Nashville, Tennessee, American Rebel Light Beer is proudly served in leading honky-tonk establishments up and down Lower Broadway,

bringing patriotic refreshment to the heart of Music City. The brand pursues a Distributor-First growth strategy, prioritizing strong

partnerships with leading wholesalers to rapidly expand retail and on-premise availability, accelerate placements in chains and key accounts,

and build nationwide momentum through consistent execution and consumer access.

Since

its launch in September 2024, American Rebel Light Beer has executed distribution agreements with top-tier partners in Tennessee,

Connecticut, Kansas, Kentucky, Ohio, Iowa, Missouri, North Carolina, Florida, Indiana, Virginia, Mississippi, Minnesota, Arkansas, Pennsylvania,

Massachusetts, West Virginia and most recently Alabama.

For

more information, visit www.americanrebelbeer.com.

Retail

and Distribution Inquiries

Todd

Porter

President,

American Rebel Beverages

tporter@americanrebelbeer.com

About

American Rebel Holdings, Inc. (NASDAQ:AREB)

American

Rebel Holdings, Inc. is a diversified patriotic lifestyle company headquartered in Nashville, Tennessee. Originally known for its branded

safes and personal security products, the Company has expanded into the beverage, apparel, and accessories markets. Through American

Rebel Beverages, the Company markets American Rebel Light Beer, a premium domestic light lager that continues to gain recognition

as America’s Patriotic Beer. American Rebel Holdings leverages its patriotic brand identity, consumer lifestyle positioning,

and growing distribution network to build a scalable national platform across multiple consumer categories.

For

more information, visit www.americanrebel.com and www.americanrebelbeer.com.

Watch

the American Rebel Story as told by our CEO Andy Ross: THE AMERICAN REBEL STORY

Forward-Looking

Statements

This

press release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking

statements include, without limitation, statements regarding the Company’s expectations, beliefs, plans, intentions, strategies,

prospects, and anticipated results of operations, including statements concerning: the significance of the Company’s sales performance

and fan engagement at the 2026 AMALIE Motor Oil NHRA Gatornationals; the degree to which the Company’s historical performance at

that event may translate into future consumer demand, reorder activity, sales velocity, repeat purchases, or sustained account performance;

the expected benefits of the Company’s sponsorships, race-team affiliations, venue partnerships, sampling programs, retailer activations,

music programming, and branded fan experiences; the anticipated marketing, consumer-engagement, retail, distribution, and commercial

benefits associated with the competitive performance, race results, season-long momentum, points standings, and public visibility of

American Rebel-sponsored drivers and teams, including Matt Hagan, Leah Pruett, Tony Stewart, and John Hall; the Company’s ability

to convert event-level exposure, athlete endorsements, retailer interest, and distributor support into long-term placements, expanded

authorizations, new venue opportunities, additional state coverage, increased depletions, and profitable growth; the Company’s

expectations regarding its Distributor-First growth strategy; the Company’s ability to secure, maintain, and expand relationships

with wholesalers, retailers, chains, venue operators, and other channel partners; the anticipated commercial impact of the Company’s

marketing, brand-awareness, and experiential activation efforts; the scalability of the Company’s activation model in other markets

and motorsports or live-event environments; and the Company’s future business, operating, financial, and market performance.

Statements

that are not historical facts are forward-looking statements. Words such as “believes,” “expects,” “intends,”

“plans,” “may,” “will,” “could,” “should,” “seeks,” “targets,”

“projects,” “anticipates,” “estimates,” “opportunity,” “potential,” “continue,”

and similar expressions are intended to identify forward-looking statements, although not all forward-looking statements contain these

identifying words. Forward-looking statements are based on current expectations, estimates, assumptions, and projections that are inherently

subject to change and involve known and unknown risks and uncertainties, many of which are beyond the Company’s control.

Actual

results may differ materially from those indicated by forward-looking statements due to a variety of factors, including, without limitation:

the risk that historical event-specific sales results, including the Company’s performance at the Gatornationals and at the Gainesville

Total Wine & More activation, may not be replicated in future events, retail accounts, venue settings, or geographic markets; the

risk that consumer trial may not translate into repeat purchases, sustained sell-through, depletions, or reorder patterns; the risk that

discussions, expressions of interest, or exploratory conversations with venue operators, chains, retailers, wholesalers, or distribution

partners may not result in executed agreements, expanded authorizations, purchase orders, or lasting placements; the risk that race results,

season-opening momentum, points standings, athlete visibility, or fan response may not translate into future consumer demand, lasting

brand awareness, retailer adoption, reorders, or increased sales; the ability of the Company’s distributors, wholesalers, retailers,

venue operators, and promotional partners to execute merchandising, cold-box placement, product delivery, sampling, signage, and other

sales-building activities in the manner anticipated; the Company’s ability to maintain sufficient production capacity, inventory

availability, packaging supply, product freshness, and logistics support to meet demand; disruptions in manufacturing, supply chain,

freight, glass, cans, cartons, ingredients, or co-packing; the Company’s dependence on third parties for brewing, packaging, logistics,

event execution, and retail activation; competitive pressures in the beer and broader beverage categories, including competition from

established domestic light beer brands, craft brands, flavored malt beverages, spirits-based ready-to-drink products, and non-alcohol

alternatives; changes in consumer preferences, purchasing behavior, or price sensitivity; inflationary pressures and adverse macroeconomic

conditions; seasonality, weather, travel patterns, and live-event attendance fluctuations; the Company’s ability to obtain and

maintain federal, state, and local licenses, permits, label approvals, and other regulatory authorizations; changes in laws and regulations

applicable to alcoholic beverages, including distribution restrictions, franchise laws, tied-house rules, sampling rules, retailer policies,

marketing limitations, and excise taxes; reputational risks and the Company’s ability to maintain brand perception and consumer

goodwill; the availability and participation of spokespersons, athletes, teams, event organizers, broadcasters, venue partners, and retailers

in future promotions or activations; the performance and continued visibility of sponsored race teams and athletes; the Company’s

ability to effectively deploy marketing capital and realize acceptable returns on sponsorships and experiential programs; the Company’s

ability to manage working capital, service obligations, and access additional financing or capital when needed; the risk of dilution

from future equity issuances or other financings; volatility in the trading price of the Company’s common stock; the Company’s

ability to maintain compliance with Nasdaq continued listing requirements; and the other risks and uncertainties described from time

to time in the Company’s filings with the U.S. Securities and Exchange Commission, including under the headings “Risk Factors”

and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in the Company’s

most recent Annual Report on Form 10-K, subsequent Quarterly Reports on Form 10-Q, and Current Reports on Form 8-K.

Readers

are cautioned not to place undue reliance on forward-looking statements. Historical results discussed in this press release, including

event-specific sales comparisons, sampling outcomes, race results, and points standings, should not be regarded as necessarily indicative

of future results, future market acceptance, or future performance in any other account, venue, territory, or race event. Forward-looking

statements speak only as of the date they are made, and the Company undertakes no obligation to update or revise any forward-looking

statements, whether as a result of new information, future events, or otherwise, except as required by law.

Investor

Contact

American

Rebel Holdings, Inc.

ir@americanrebel.com

SOURCE:

American Rebel Holdings

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