AMERICAN REBEL HOLDINGS INC 8-K

What Happened

• AMERICAN REBEL HOLDINGS (AREB) exercised an option to acquire additional membership interests in RAEK Data, LLC equal to a 2.0% fully diluted ownership stake (option exercised Dec 26, 2025; issuance on Dec 31, 2025). The $1,000,000 option purchase price was paid by issuing 133,334 shares of Series D Convertible Preferred Stock (stated value $7.50/share; aggregate stated value $1,000,005.00; $5 documented as an administrative fee).
• The company also entered a Sponsorship Agreement with True Speed Enterprises, Inc. (Tony Stewart) effective Dec 31, 2025, granting beer-category exclusivity for certain sponsorship benefits. The sponsorship fee of $750,007.50 was paid via issuance of 100,001 shares of Series D Convertible Preferred Stock (valued at $7.50/share). The sponsorship runs through Dec 31, 2026 and requires AREB to file a Form S-1 within 10 business days to register resale of the common stock underlying the issued Series D Preferred.
• AREB’s board approved an Amended and Restated 2025 Stock Incentive Plan (Dec 31, 2025) that caps awards at 1,250,000 shares of common stock (including shares underlying convertible preferred and options) and includes standard reuse and tax-withholding provisions.

Key Details

• RAEK option exercise: 2.0% fully diluted interest; Option Purchase Price $1,000,000; payment = 133,334 shares Series D Preferred (stated value $7.50/share).
• True Speed sponsorship: $750,007.50 fee paid with 100,001 shares Series D Preferred; agreement term through Dec 31, 2026; company to file an S-1 to register resale rights within 10 business days.
• Stock Incentive Plan: amended cap of 1,250,000 common shares available for awards; not adjusted for a reverse stock split; forfeited or settled awards generally return to the plan pool except for shares withheld for taxes.
• Unregistered issuance: 133,334 Series D Preferred shares issued to RAEK on Dec 31, 2025 were sold in an unregistered transaction (filed under Item 3.02).

Why It Matters

• Dilution and resale: AREB paid major strategic fees and an acquisition option by issuing convertible preferred shares rather than cash, increasing potential dilution if those preferred shares convert to common stock. The required S-1 filing for resale will affect the liquidity and potential supply of common shares once effective.
• Strategic partnership and marketing: The Tony Stewart sponsorship provides branded marketing exposure in the beer category for a full year, which could support product awareness and distribution efforts without immediate cash outlay.
• Equity compensation governance: The amended SIP defines the pool available for employee, director and consultant awards (1.25M shares), which is important for understanding future equity-based compensation and dilution.
• Financial obligations: The transactions created direct obligations recorded in the filing (securities issued as consideration), which are material to investors evaluating capital structure and potential future dilution.