American Rebel Holdings, Inc. Announces Exchange of Series E Preferred Shares for Common Stock

Key Highlights:

• American Rebel Holdings, Inc. (NASDAQ: AREB) entered into a material definitive agreement with Streeterville Capital, LLC.
• The company exchanged shares of its Series E Preferred Stock for 2,450,000 shares of its common stock, at an effective price per share of \$0.20.
• This transaction was executed on February 25, 2026.
• The exchange was exempt from SEC registration under Section 4(a)(2) and/or Regulation D as a private transaction, meaning the shares are restricted securities and cannot be freely traded without registration or an exemption.

Details of the Exchange Agreement

According to the filed Form 8-K, American Rebel Holdings, Inc. reached an agreement with Streeterville Capital, LLC to exchange shares of its Series E Preferred Stock for common shares. The specific terms indicate that the investor (Streeterville) surrendered its preferred shares, which had an aggregate stated value specified in the agreement, in exchange for 2,450,000 newly issued common shares at \$0.20 per share.

The company emphasized that no additional consideration was paid by the investor other than the surrender of the preferred shares. The agreement also ensures that the common shares issued are valid, fully paid, and non-assessable, with no liens or encumbrances attached.

Implications for Shareholders

• Dilution Impact: The issuance of 2,450,000 new common shares to a single investor may result in dilution for existing shareholders. This could potentially impact the share price, as the total number of shares outstanding increases.
• Conversion Price Sensitivity: The effective price per share in the exchange (\$0.20) is important. If this is below the current market price, it could put downward pressure on the stock if the new shares are eventually sold into the market.
• Restricted Securities: These shares are restricted under Rule 144 and cannot be immediately sold on the open market without registration or an exemption, which may delay any direct market impact.
• No General Solicitation: The company confirmed that no public solicitation was made in connection with this transaction, emphasizing its private nature.
• Corporate Governance: The agreement was signed by CEO Charles A. Ross, Jr., indicating high-level corporate approval.

Other Important Information

• The company confirmed it is not an emerging growth company under SEC rules.
• The securities affected include the company’s common stock (AREB) and common stock purchase warrants (AREBW), both listed on the NASDAQ Stock Market.
• The exchange does not represent a tender offer, written communication under SEC Rule 425, or soliciting material under Rule 14a-12, nor is it related to any pre-commencement tender offers.
• The transaction is governed by a formally executed Exchange Agreement, attached as Exhibit 10.1 in the filing.
• The agreement explicitly states that no brokers, placement agents, or finders were involved, so there are no associated fees or commissions.

Potential Share Price Sensitivity

• This transaction may be viewed as price-sensitive due to the issuance of a significant block of new shares at a set price, which could influence market perception regarding the company’s valuation and capital structure.
• Investors should monitor for any future resale of these shares, which could affect the supply and thus the trading price of AREB stock.
• The transaction could be interpreted as a balance sheet strengthening maneuver, moving preferred equity into common equity, which may improve certain financial ratios but also brings dilution risk.

Disclaimer:
This article is for informational purposes only and is not intended as investment advice. Investors should review official SEC filings and consult a financial advisor before making investment decisions relating to American Rebel Holdings, Inc. or any other security.

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