AMERICAN REBEL HOLDINGS INC

American Rebel Holdings, Inc. operates primarily as a designer, manufacturer, and marketer of branded safes and personal security and self-defense products, alongside branded apparel and accessories, and has recently expanded into the beverage industry with American Rebel Light Beer ¹. The company aims to establish itself as "America's Patriotic Brand," appealing to customers who express their values through the products they buy ². The core business model revolves around generating revenue from product sales across these categories, with a mix of recurring and transactional income, though specific breakdowns are not provided for recurring versus transactional. Primary customer segments are described as those who love their family, country, and community, identifying with American values, including gun owners and enthusiasts ³. The company promotes and sells its products through a growing network of dealers, select regional retailers, local specialty safe, sporting goods, hunting, and firearms stores, as well as online platforms including its website and Amazon.com ⁴.

The company's product and service lines include safes and personal security products, apparel and accessories, and beverages. Safes and personal security products are a foundational component, with higher-end safes and vault doors manufactured in Provo, Utah, using USA-made steel, while middle and value-line safes are manufactured in Nogales, Mexico, under the Maquiladora Program ⁵. These products are designed for secure storage of firearms and valuables, emphasizing safety, quality, reliability, features, and performance at various price points ⁶. Apparel and accessories, such as backpacks with a distinctive "Personal Protection Pocket" and concealed carry jackets with magnetic closures, cater to the "concealed carry lifestyle" ⁷. The beverage segment, featuring American Rebel Light Beer, launched regionally in September 2024 and is available online in 40 U.S. states ⁸. This light lager is brewed with all-natural ingredients and positioned with patriotic branding ⁹.

For the fiscal year ended December 31, 2025, American Rebel Holdings, Inc. reported total revenues of $9,522,109 ¹⁰, a decrease of $1,898,159 or (17)% compared to $11,420,268 in 2024 ¹¹. The cost of goods sold for 2025 was $9,719,861 ¹², down from $11,539,905 in 2024 ¹³. This resulted in a negative gross margin of $(197,752) ¹⁴ for 2025, a decrease of $78,115 or (65)% from the negative gross margin of $(119,637) in 2024 ¹⁵. The gross margin percentage for 2025 was (2)% compared to (1)% for 2024 ¹⁶. Total operating expenses increased by $2,464,197 or 20% year-over-year, reaching $14,564,675 in 2025 from $12,100,478 in 2024 ¹⁷. The net loss for 2025 was $34,325,289 ¹⁸, an increase of $16,720,925 or 95% from the net loss of $17,604,364 in 2024 ¹⁹. Diluted EPS for 2025 was $(63,214.16) ²⁰, compared to $(12,276,404.46) in 2024 ²¹. The company's cash and cash equivalents stood at $147,586 ²² as of December 31, 2025, with total liabilities of $27,441,824 ²³ and a working capital deficit of $20,321,313 ²⁴.

Year-over-year comparisons highlight a revenue decline across segments, with safes revenue decreasing from 96% of total revenue in 2024 to 95% in 2025, soft goods and other decreasing from 3% to 0%, and beverages increasing from 1% to 3% ²⁵. Rental revenue increased from 0% to 2% ²⁶. The overall decrease in revenue is attributed to slower sales driven by current market conditions ²⁷. Gross margin contraction is also primarily due to slower sales and market conditions ²⁸. Operating expenses saw notable shifts, with consulting/payroll and other costs increasing by $1,207,195 or 59% due to increased payroll for the beer business and contract labor ²⁹. Marketing and brand development expenses surged by $2,278,373 or 97%, driven by major trade shows and marketing efforts for the beer business ³⁰. Conversely, rental expense, warehousing, and outlet expense decreased by $289,143 or (62)% due to cost-cutting on leases and properties ³¹, and administrative and other expenses decreased by $403,434 or (7)% primarily due to reduced legal, accounting, and audit fees incurred in 2024 ³². Depreciation and amortization expense increased from $145,548 in 2024 to $248,913 in 2025, mainly due to amortization of intangible assets and depreciation on the 218 3rd Avenue North building ³³. Interest expense decreased by $1,442,143 or (36)% to $2,527,342 in 2025 from $3,969,485 in 2024, due to a decrease in the number of debt agreements outstanding ³⁴. However, loss on debt extinguishment and loss on settlement of liability significantly increased by $15,629,070 or 1099%, totaling $17,051,377 in 2025, due to several conversions of debt and liabilities into equity and an amended loan payable ³⁵.

Significant operational developments during the period include several minority interest acquisitions and an asset acquisition. On September 2, 2025, the company acquired a 19.01% ownership interest in Sydona Enterprises, LLC, d/b/a Schmitty's, for approximately $1.99 million, paid with 11 shares of common stock and prefunded warrants to purchase an additional 30 shares of common stock ³⁶. On September 30, 2025, the company acquired a minority membership interest in RAEK Data, LLC by issuing 200,000 shares of Series D Convertible Preferred Stock, valued at $1,500,000 ³⁷. An option to purchase an additional 2.0% interest in RAEK was exercised on December 26, 2025, for $1,000,000, paid with 133,334 shares of Series D Convertible Preferred Stock ³⁸. On September 15, 2025, the company entered into a membership interest purchase agreement to acquire all outstanding membership interests in 218 LLC, whose sole asset is a 20,829 square foot commercial retail building in Nashville, Tennessee, for $14,100,000 ³⁹. This was paid with 280,000 shares of Series D Convertible Preferred Stock ($2,100,000 value), three $100,000 cash installments, and an $11,700,000 promissory note ⁴⁰. Additionally, on August 22, 2025, the company purchased a $2,000,000 portion of a secured promissory note in Damon, Inc. from Streeterville Capital, LLC, in consideration for 2,000 shares of newly authorized Series E Preferred Stock ⁴¹. The company also formed American Rebel Licensing NIL I, Inc. in February 2026 to pursue licensing opportunities ⁴².

The company has not issued formal guidance for upcoming revenue, margin, or EPS.

American Rebel Holdings, Inc. is focused on three core pillars for growth: organic growth in core markets, strategic acquisitions, and expansion into high-growth consumer categories, particularly American Rebel Light Beer. The safe business is expected to grow revenues by 3x to 5x over the next few years, driven by increased consumer interest in personal safety and responsible firearm storage, legislative trends reinforcing firearm storage requirements, and a large, underpenetrated U.S. market with over 70 million gun owners and 400 million firearms ⁴³. The company plans to expand its footprint through brick-and-mortar retail and e-commerce, supported by its distributor and dealer networks ⁴⁴. Demand for American Rebel branded lifestyle merchandise, including hats, T-shirts, and hoodies, has exceeded initial projections, and the company intends to expand these offerings and explore strategic licensing opportunities ⁴⁵.

The company continues to actively evaluate acquisition opportunities that align with its long-term growth goals, offering synergies with core competencies, such as expanding product offerings, strengthening retail and distribution networks, and enhancing manufacturing capabilities ⁴⁶. These acquisitions may include both safe-related operations and new strategic categories ⁴⁷.

The most transformative growth opportunity is the expansion into the U.S. light beer market with American Rebel Light Beer. The U.S. beer market in 2023–2024 was estimated at $118 billion to $122 billion annually, with light beer alone representing 43% to 50% of total U.S. beer consumption, equivalent to approximately 2.6 billion to 3.0 billion gallons annually ⁴⁸. The company believes American Rebel Light Beer is on a pathway to become a major national brand, with achieving even a modest 2% to 3% market share of the U.S. light beer segment translating to an estimated $500 million to $700 million in annual revenue ⁴⁹. This opportunity is supported by an established partnership with a leading U.S. co-packer capable of producing over 230 million cases per year, distribution already secured in over 10 U.S. states with top-tier retail and on-premise partners, and a scalable marketing and logistics infrastructure designed for national expansion ⁵⁰. The company also expects the cannabis dispensary industry to be a material growth segment for its safes and vault doors, as dispensary operators, growers, and processors have expressed interest in inventory locking needs and vault rooms ⁵¹.

The company expects to maintain its current level of rental expense for its leases and rented properties in the near term ⁵². The company's agreement with Associated Brewing provides a vital operational advantage for its beer business, offering turn-key production, logistics, and operational expertise, which reduces barriers to market entry and allows the team to focus on brand-building, distribution, and strategic expansion ⁵³. This partnership enables the company to maintain product quality, ensure operational consistency, and pursue rapid market capture without traditional startup constraints ⁵⁴.

The company has substantial working capital needs and expects to require additional funds to further develop its business plan ⁵⁵. Management believes sufficient funding can be secured through loans and future offerings of its preferred and common stock ⁵⁶. The company has no plans, programs, or other arrangements regarding repurchases of its common stock and did not repurchase any equity securities during 2025 ⁵⁷. The company does not expect to pay cash dividends on its common stock in the foreseeable future, intending to retain all future earnings for business development, expansion, and general corporate purposes ⁵⁸.

Management has flagged several structural headwinds and execution risks. The company faces substantial competition within the beer industry from large domestic and international brewers and an increasing number of craft brewers ⁵⁹. The global beer industry and broader alcohol industry are constantly evolving, and failure to transform with these changes could materially adversely affect the business ⁶⁰. Changes in public attitudes and drinker tastes, as well as potential regulatory changes such as advertising restrictions, additional cautionary labeling, sales restrictions, or increased excise taxes on beer, could harm the business ⁶¹. The company is dependent on distributors, and changes in control or ownership within the distribution network or their failure to adequately distribute products could negatively impact operating performance ⁶². The success of the business relies heavily on brand image, reputation, product quality, and protection of intellectual property, and concerns about product quality or intellectual property infringement could be harmful ⁶³. Loss, operational disruptions, or closure of a major brewery or key facility, including those of suppliers, due to unforeseen events could have a material adverse effect ⁶⁴. Failure to maintain adequate inventory levels would negatively impact operational profitability ⁶⁵. In the safe industry, performance is influenced by economic, social, and political factors, including speculation surrounding firearm control, which can cause volatile sales ⁶⁶. New tariffs or border adjustment taxes or other import restrictions could affect financial results, particularly as a material percentage of safes are built in Mexico and soft goods suppliers are in China and Mexico ⁶⁷. Shortages of components and materials, as well as supply chain disruptions, may delay or reduce sales and increase costs ⁶⁸. The company does not have long-term purchase commitments from customers, and their ability to cancel, reduce, or delay orders could reduce revenue and increase costs ⁶⁹. Intense competition in the safe market from major domestic and international companies could result in pricing pressures, lower sales, and reduced margins ⁷⁰. The company's success depends on its ability to introduce new products that track customer preferences, and failure to do so could decrease sales ⁷¹. Ineffective advertising and promotional investments may not result in increased sales ⁷². The company has a limited operating history, making it difficult to evaluate business and future prospects ⁷³. The company is highly dependent on its CEO, Charles A. Ross, Jr., and the loss of his leadership could harm the ability to execute the business plan ⁷⁴. The company has not been profitable and cannot predict when or if it will achieve profitability ⁷⁵. The independent registered auditor's report includes an explanatory paragraph stating substantial doubt about the company's ability to continue as a going concern ⁷⁶. Material weaknesses in internal control over financial reporting have been identified, and failure to remediate these could impair the ability to produce timely and accurate financial statements ⁷⁷. The company restated certain previously issued consolidated financial statements, resulting in unanticipated costs and potentially affecting investor confidence ⁷⁸. Failure to timely file periodic reports with the SEC and prior restatements may have further material adverse consequences, including potential delisting from Nasdaq ⁷⁹. The company will need additional capital and continued access to operating lines of credit in the future, which may not be available on favorable terms ⁸⁰. An inability to expand e-commerce business and sales organization could reduce future growth ⁸¹. Products create exposure to potential product liability, warranty liability, or personal injury claims and litigation ⁸². Despite indebtedness levels, the company is able to incur substantially more debt, increasing leverage risks ⁸³. Investors may lose some or all of their investment due to the speculative nature of the business ⁸⁴. Product defects could adversely affect results of operations ⁸⁵. The company will not be profitable unless products can be manufactured at low prices ⁸⁶. War, terrorism, other acts of violence, or natural disasters may affect markets, customers, and delivery of products ⁸⁷. The costs of being a public company, estimated in excess of $1,000,000 per year, could result in the inability to continue as a going concern if revenues are insufficient ⁸⁸. Any future acquisitions involve significant risks, could disrupt the business, dilute stockholder value, and harm operating results ⁸⁹. The company may not be able to successfully fund future acquisitions due to lack of debt or equity financing on acceptable terms ⁹⁰. The industries in which the company operates are competitive, price sensitive, and subject to governmental regulations ⁹¹. Failure to comply with applicable laws and changing legal and regulatory requirements could harm the business ⁹². The ability to use net operating loss carryforwards and certain other tax attributes may be limited ⁹³. The common stock may be affected by limited trading volume and share price volatility ⁹⁴. Short sellers of common stock may drive down the market price ⁹⁵. The company may not be able to maintain a listing on the Nasdaq Capital Market ⁹⁶. Warrants are speculative in nature ⁹⁷. Provisions of warrants could discourage an acquisition ⁹⁸. Executive officers and directors, through super voting preferred stock, can exert significant control over stockholder approval matters ⁹⁹. Certain provisions of the second amended and restated articles of incorporation may make it more difficult for a third party to effect a change-of-control ¹⁰⁰. The company does not anticipate paying dividends on common stock ¹⁰¹. As a smaller reporting company, the company is exempt from certain disclosure requirements, which could make common stock less attractive to potential investors ¹⁰².

The company faces substantial competition in both the beer and safe industries, with larger competitors possessing greater financial resources, marketing strength, and distribution networks ⁵⁹, ⁷⁰. The evolving nature of the global beer industry and changing consumer preferences, including health and wellness trends and increased competition from wine, spirits, and legal marijuana usage, could materially adversely affect the business ⁶⁰, ⁶¹. Dependence on distributors for beer sales, with agreements often terminable on short notice, poses a significant risk to market presence and sales ⁶². In the safe industry, demand is influenced by volatile economic, social, and political factors, including speculation surrounding firearm control and storage regulations, which can lead to fluctuating sales ⁶⁶. A material percentage of safes are built in Mexico, and soft goods suppliers are in China and Mexico, exposing the company to financial impacts from new tariffs or border adjustment taxes and supply chain disruptions ⁶⁷. Shortages of components and materials, as well as supply chain disruptions, may delay or reduce sales and increase costs ⁶⁸. The absence of long-term purchase commitments from customers means orders can be cancelled, reduced, or delayed, impacting revenue and increasing costs ⁶⁹. The company has identified material weaknesses in its internal control over financial reporting, which, if not remediated, could impair the ability to produce timely and accurate financial statements, leading to potential restatements, litigation, and adverse effects on operating results and stock price ⁷⁷. The company has incurred net losses since inception, with an accumulated deficit of $99,411,489 as of December 31, 2025 ¹⁰³, and its independent registered auditor's report includes an explanatory paragraph stating substantial doubt about its ability to continue as a going concern ⁷⁶. The company will need additional capital and continued access to operating lines of credit, which may not be available on favorable terms or at all, potentially leading to significant dilution for existing stockholders ⁸⁰. Furthermore, the company has failed to timely file certain periodic reports with the SEC and has undergone prior financial statement restatements, which have had and may continue to have material adverse consequences, including potential delisting from Nasdaq ⁷⁹. As of February 4, 2026, the company received a notice from Nasdaq regarding its failure to maintain a minimum bid price of $1.00 per share for 30 consecutive business days, and due to multiple reverse stock splits, it is not eligible for a compliance period, leading to a delisting determination ⁹⁶. Additionally, as of March 23, 2026, the company does not comply with the minimum 500,000 Publicly Held Shares requirement, serving as an additional basis for delisting ⁹⁶.

Management's message to shareholders conveys a tone of strategic repositioning and aggressive pursuit of growth opportunities, particularly emphasizing the "America's Patriotic Brand" identity and expansion into the beverage market. The company is focused on becoming a leading American brand at the intersection of personal security, patriotic lifestyle, and consumer products, leveraging a renewed wave of American Patriotism and increased consumer preference for USA-made goods ¹⁰⁴. Management explicitly states that the safe business is well-positioned to grow revenues by 3x to 5x over the next few years ⁴³. For American Rebel Light Beer, management believes it is on a pathway to become a major national brand, with achieving even a modest 2% to 3% market share of the U.S. light beer segment translating to an estimated $500 million to $700 million in annual revenue ⁴⁹. The three strategic priorities emphasized for the period ahead are: 1) Organic Growth in Core Markets by scaling the safe business through streamlined operations, refined product lines, and optimized value-tier offerings, alongside expanding lifestyle merchandise and licensing opportunities ⁴³, ⁴⁵. 2) Strategic Acquisitions to expand product offerings, strengthen retail and distribution networks, and enhance manufacturing capabilities ⁴⁶. 3) Expanding into High-Growth Consumer Categories, specifically the U.S. light beer market, by capitalizing on patriotic identity, all-natural ingredients, and a scalable marketing and logistics infrastructure ⁴⁸.