American Rebel Holdings, Inc. (NASDAQ: AREB; AREBW) Announces 1-for-100 Reverse Stock Split and Round Lot Stockholder Protection

Key Highlights of the Announcement

• Reverse Stock Split: American Rebel Holdings, Inc. will execute a 1-for-100 reverse stock split of its common stock and publicly traded warrants, effective March 23, 2026.
• Trading Changes: Both the Common Stock (AREB) and Warrants (AREBW) will begin trading on a split-adjusted basis on Nasdaq starting March 23, 2026. The Common Stock will adopt a new CUSIP number (02919L 885), while Warrants retain their existing CUSIP (02919L 117).
• Purpose: The split aims to enhance depositability and marketability, improve eligibility for trading on certain platforms, and ensure compliance with Nasdaq’s minimum bid price requirement of \$1.00 per share. This is especially crucial given a scheduled Nasdaq delisting hearing on March 24, 2026.
• Round Lot Protection: Shareholders holding at least 100 shares pre-split (“round lot”) will not be reduced below 100 shares post-split. Fractional shares will be rounded up to the nearest whole share—no shareholder with 100+ shares will lose round lot status.
• Outstanding Shares: The reverse split will reduce the number of issued and outstanding shares from approximately 24.8 million to about 247,988, excluding additional shares issued due to round lot rounding.
• Shareholder Approval: The split (up to 1-for-250) was previously approved by holders of Series A Convertible Preferred Stock and Common Stock representing a majority of voting power, enabling the Board to execute the split within 12 months of approval.
• Exchange Agent: Securities Transfer Corporation will handle the exchange process. Shareholders in book-entry or brokerage accounts need not take action; certificate holders will receive instructions for exchange.
• Settlement Timeline: DTC will process all round-up share requests from brokers within 4-6 business days post-split, with shares typically populating accounts within 10 trading days.
• Derivative Securities: The reverse split applies to common stock issuable upon exercise of other derivatives, with proportional adjustments to exercise prices and number of underlying shares.
• Frequently Asked Questions: A detailed FAQ clarifies the process, eligibility, timing, and impact for both record and retail shareholders.

Details Investors Must Know

1. Reverse Split Ratio: Every 100 shares pre-split will become 1 share post-split. Warrants will also be adjusted (exercise price increased by 100, number of warrants reduced by 100).
2. Eligibility for Round Lot Benefit:
   • Holders with 100 or more pre-split shares but fewer than 100 post-split (e.g., 100–1,999 pre-split shares) will receive additional shares to ensure at least 100 post-split.
   • Both record and beneficial (retail) holders qualify, but retail holders depend on their brokerage submitting election notices to DTC.
3. Example: If you own 100 shares pre-split, you would initially get 1 share post-split. Due to round lot protection, you would receive an additional 99 shares, ending with 100 post-split shares.
4. Shares Already at 100+ Post-Split: If your adjusted post-split holdings exceed 100 shares, you receive only the mathematically adjusted number (with fractions rounded up).
5. Fractional Shares: If you hold fewer than 100 pre-split shares, fractional post-split shares are rounded up or paid out in cash, depending on company policy and brokerage rules.
6. Shareholder Action: No action required for most shareholders. Certificate holders will receive instructions; retail holders are advised to check with their brokerage to ensure participation in the round lot benefit process.
7. Impact on Value: The split itself does not alter the total investment value, as share price should increase proportionally. However, round lot benefit may add value for small holders. Market conditions and trading volume may impact post-split price.
8. Nasdaq Listing Risks:
   • The split is intended to maintain Nasdaq listing. If unsuccessful, the company may transition to OTC Markets, potentially affecting liquidity and shareholder value.
   • No assurance can be provided on successful Nasdaq appeal or sustained active market on OTC.
9. Forward-Looking Statements: The company cautions that split execution, Nasdaq listing compliance, and liquidity outcomes are subject to various risks and uncertainties.
10. Contact Information: Shareholders can contact the company’s transfer agent, their broker, or American Rebel directly for questions.

Potential Share Price Sensitivities

• Reverse Split Execution: The split will dramatically reduce the share count and increase per-share price. Historically, reverse splits can be volatile and may affect investor sentiment.
• Nasdaq Listing Compliance: The split is designed to meet minimum bid price requirements. Delisting or transition to OTC could impact liquidity and valuation.
• Round Lot Protection: This unique benefit is positive for retail holders, supporting liquidity and minimizing adverse effects for small investors, which may influence trading volume and price stability.
• Derivative Adjustments: Proportional changes to outstanding warrants and other derivatives may affect holders of these securities.
• Forward-Looking Risks: Uncertainties around split execution, regulatory compliance, and market reaction could create price volatility.

About American Rebel Holdings, Inc.

American Rebel Holdings, Inc. (NASDAQ: AREB) is a patriotic lifestyle brand offering safes, security products, apparel, accessories, and its recently launched American Rebel Light Beer. More information and filings are available on the company’s investor relations website.

Disclaimer

This article is for informational purposes only and does not constitute financial, legal, or tax advice. Investors should consult their financial advisors or brokers for personalized guidance. The information is based on the company’s announcements and historical practices; future updates may change the terms or details of the reverse stock split. Forward-looking statements are subject to risks and uncertainties—actual results may differ materially. No assurance can be given regarding Nasdaq listing, OTC market activity, or share price outcomes.

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