$AREB American Rebel Board and Executive Leadership Convert Approximately $2.05 Million of Accrued Fees and Compensation into Equity, Further Strengthening Stockholders’ Equity and Reducing Accrued Liabilities
https://www.globenewswire.com/news-release/20...ucing.html
Board of Directors, senior management (including the President and Chief Executive Officer) and former President elect to convert accrued obligations into Series D Convertible Preferred Stock; action supports continued stockholders’ equity improvement and commitment to continued corporate actions to support ongoing Nasdaq listing
NASHVILLE, TN., Jan. 09, 2026 (GLOBE NEWSWIRE) -- American Rebel Holdings, Inc. (NASDAQ: AREB) (“American Rebel” or the “Company”) today highlighted a significant leadership alignment and balance-sheet strengthening action in which the Company’s Board of Directors and senior leadership—including its President, Chief Executive Officer and former President—elected to convert accrued board fees, compensation-related amounts, and certain other accrued obligations into equity.
As disclosed in the Company’s Current Report on Form 8-K filed on January 6, 2026, these non-cash conversions were effectuated through the issuance of the Company’s Series D Convertible Preferred Stock (stated value $7.50 per share) in exchange for accrued obligations previously reflected as liabilities on the Company’s balance sheet.
“Choosing equity is what leadership alignment looks like,” said Andy Ross, Chief Executive Officer of American Rebel Holdings, Inc. “Our Board and management team are converting accrued fees and compensation into equity because we believe in the long-term value we’re building. This action strengthens our balance sheet, improves stockholders’ equity, and reinforces our commitment to taking all critical corporate actions and any steps necessary to maintain our Nasdaq listing. We’re executing a disciplined plan, and we believe the foundation we’ve built positions American Rebel for continued momentum ahead.”
Strengthening Stockholders’ Equity and Reducing Accrued Obligations
In aggregate, Company leadership and directors have converted approximately $2.05 million of accrued obligations (including accrued advances, bonuses, “other owed amounts,” and director fees) into equity.
Management believes this action is expected to:
Reduce accrued liabilities and certain accrued obligations on the Company’s balance sheet (including accrued compensation and director fees), subject to final accounting treatment under U.S. GAAP;
Improve stockholders’ equity by reclassifying accrued obligations into equity (a non-cash balance-sheet improvement);
Preserve cash that otherwise could have been used to satisfy these accrued obligations; and
Deepen insider alignment with stockholders through increased long-term equity exposure.
The Company views these conversions as part of a broader, continuing series of strategic actions aimed at maintaining its Nasdaq listing and driving sustained improvements to stockholders’ equity.
Leadership and Director Participation (As Disclosed; Updated for Subsequent Change)
The Form 8-K discloses the following Series D issuances in exchange for accrued amounts owed to leadership and directors, among other matters:
Doug Grau (former President): 62,211 shares of Series D for accrued advances totaling $466,581.10
Charles A. Ross, Jr. (“Andy Ross”), Chairman & CEO: 73,439 shares of Series D for accrued bonuses and other owed amounts totaling $550,791.96
Corey Lambrecht, COO, President & Director: 69,381 shares of Series D for accrued bonuses, other owed amounts, and accrued board member fees totaling $520,351.28
Michael Dean Smith (Independent Director): 23,923 shares of Series D for accrued director fees totaling $179,416.67
C. Stephen Cochennet (Independent Director): 23,923 shares of Series D for accrued director fees totaling $179,416.67
Larry Sinks (Independent Director): 36,439 shares of Series D for accrued director fees of $153,291.66 and loan interest of $120,000.00
Subsequent to the January 6, 2026, Form 8-K filing, the Company and Larry Sinks mutually agreed to cancel the conversion of the $120,000.00 of accrued loan interest. Mr. Sinks remains committed to converting his accrued board member fees. The Company expects to file a new Form 8-K to update the total insider conversions to reflect this change (reducing the previously disclosed aggregate conversion amount by $120,000.00, from approximately $2.17 million to approximately $2.05 million).
2025 Strategic Actions: A Documented Pattern of Nasdaq and Equity-Focused Execution
American Rebel noted that this leadership fee conversion continues a multi-quarter series of corporate actions publicly communicated throughout 2025, including:
Regaining Nasdaq periodic filing compliance (February 2025)
Reverse stock split with round lot shareholder protection (March 2025)
Private placement financing (April 2025)
Nasdaq hearing request and equity improvement actions (August 2025)
Strategic Nashville property equity initiative (September 2025)
Bank of America default resolution and litigation closure (September 2025)
Additional reverse split action (October 2025)
Nasdaq Hearings Panel determination confirming compliance (November 2025)
Regulatory and Transaction Disclosure
SEC Disclosure and Transaction Scope
The transactions described in this press release were publicly disclosed in a Current Report on Form 8-K filed with the U.S. Securities and Exchange Commission (“SEC”), which reports, among other matters: (i) the Company’s exercise of an option to acquire additional membership interests in RAEK Data, LLC, (ii) the Company’s entry into a sponsorship agreement with True Speed Enterprises, Inc. and related entities, (iii) amendments to the Company’s 2025 Stock Incentive Plan, and (iv) the issuance of shares of Series D Convertible Preferred Stock in connection with these matters, including issuances to directors and executive officers in exchange for accrued obligations.
Form S-8 Filing
The Company has also filed a registration statement on Form S-8 with the SEC in connection with the Amended and Restated 2025 Stock Incentive Plan and related issuances (including shares reserved for issuance upon conversion, as applicable). The Form S-8 is available on EDGAR at:
https://www.sec.gov/Archives/edgar/data/16480...s-8pos.htm
Consideration Paid in Series D Convertible Preferred Stock
As disclosed, certain Company obligations were satisfied through the issuance of the Company’s Series D Convertible Preferred Stock (stated value $7.50 per share). These issuances included shares issued in exchange for accrued advances, accrued bonuses and other owed amounts, and accrued director fees (and, as originally disclosed, certain interest amounts), reflecting a non-cash settlement of amounts previously recorded as liabilities.
Potential Conversion Into Common Stock; Share Reservations Under the Incentive Plan
The Company’s Form 8-K discloses that, in connection with certain Series D issuances to insiders, the Company reserved shares of common stock under the Amended and Restated 2025 Stock Incentive Plan for issuance upon conversion, including: (i) 367,195 shares reserved for the CEO’s Series D conversion, (ii) 346,905 shares reserved for the President/COO’s Series D conversion, (iii) 119,615 shares reserved for each of two independent directors’ Series D conversion, and (iv) 102,195 shares reserved for an independent director’s Series D conversion associated with accrued board fees, as disclosed.
The True Speed Enterprises Sponsorship Agreement filed as an exhibit to the Form 8-K further states that each share of Series D Convertible Preferred Stock is convertible into five shares of the Company’s common stock.
Accounting and Balance Sheet Impact; No Assurance
Any discussion in this press release regarding the expected balance sheet impact of these transactions (including the reduction of accrued liabilities and potential changes to stockholders’ equity) reflects management’s current expectations based on the structure of the transactions as disclosed. Final accounting treatment will be determined in accordance with U.S. GAAP and will be reflected in the Company’s future SEC filings, and may differ from expectations based on, among other things, valuation, classification, presentation, and disclosure requirements.
No Offer or Solicitation
This press release is for informational purposes only and does not constitute an offer to sell or a solicitation of an offer to buy any securities, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation, or sale would be unlawful prior to registration or qualification under applicable securities laws.
https://www.globenewswire.com/news-release/20...ucing.html
Board of Directors, senior management (including the President and Chief Executive Officer) and former President elect to convert accrued obligations into Series D Convertible Preferred Stock; action supports continued stockholders’ equity improvement and commitment to continued corporate actions to support ongoing Nasdaq listing
NASHVILLE, TN., Jan. 09, 2026 (GLOBE NEWSWIRE) -- American Rebel Holdings, Inc. (NASDAQ: AREB) (“American Rebel” or the “Company”) today highlighted a significant leadership alignment and balance-sheet strengthening action in which the Company’s Board of Directors and senior leadership—including its President, Chief Executive Officer and former President—elected to convert accrued board fees, compensation-related amounts, and certain other accrued obligations into equity.
As disclosed in the Company’s Current Report on Form 8-K filed on January 6, 2026, these non-cash conversions were effectuated through the issuance of the Company’s Series D Convertible Preferred Stock (stated value $7.50 per share) in exchange for accrued obligations previously reflected as liabilities on the Company’s balance sheet.
“Choosing equity is what leadership alignment looks like,” said Andy Ross, Chief Executive Officer of American Rebel Holdings, Inc. “Our Board and management team are converting accrued fees and compensation into equity because we believe in the long-term value we’re building. This action strengthens our balance sheet, improves stockholders’ equity, and reinforces our commitment to taking all critical corporate actions and any steps necessary to maintain our Nasdaq listing. We’re executing a disciplined plan, and we believe the foundation we’ve built positions American Rebel for continued momentum ahead.”
Strengthening Stockholders’ Equity and Reducing Accrued Obligations
In aggregate, Company leadership and directors have converted approximately $2.05 million of accrued obligations (including accrued advances, bonuses, “other owed amounts,” and director fees) into equity.
Management believes this action is expected to:
Reduce accrued liabilities and certain accrued obligations on the Company’s balance sheet (including accrued compensation and director fees), subject to final accounting treatment under U.S. GAAP;
Improve stockholders’ equity by reclassifying accrued obligations into equity (a non-cash balance-sheet improvement);
Preserve cash that otherwise could have been used to satisfy these accrued obligations; and
Deepen insider alignment with stockholders through increased long-term equity exposure.
The Company views these conversions as part of a broader, continuing series of strategic actions aimed at maintaining its Nasdaq listing and driving sustained improvements to stockholders’ equity.
Leadership and Director Participation (As Disclosed; Updated for Subsequent Change)
The Form 8-K discloses the following Series D issuances in exchange for accrued amounts owed to leadership and directors, among other matters:
Doug Grau (former President): 62,211 shares of Series D for accrued advances totaling $466,581.10
Charles A. Ross, Jr. (“Andy Ross”), Chairman & CEO: 73,439 shares of Series D for accrued bonuses and other owed amounts totaling $550,791.96
Corey Lambrecht, COO, President & Director: 69,381 shares of Series D for accrued bonuses, other owed amounts, and accrued board member fees totaling $520,351.28
Michael Dean Smith (Independent Director): 23,923 shares of Series D for accrued director fees totaling $179,416.67
C. Stephen Cochennet (Independent Director): 23,923 shares of Series D for accrued director fees totaling $179,416.67
Larry Sinks (Independent Director): 36,439 shares of Series D for accrued director fees of $153,291.66 and loan interest of $120,000.00
Subsequent to the January 6, 2026, Form 8-K filing, the Company and Larry Sinks mutually agreed to cancel the conversion of the $120,000.00 of accrued loan interest. Mr. Sinks remains committed to converting his accrued board member fees. The Company expects to file a new Form 8-K to update the total insider conversions to reflect this change (reducing the previously disclosed aggregate conversion amount by $120,000.00, from approximately $2.17 million to approximately $2.05 million).
2025 Strategic Actions: A Documented Pattern of Nasdaq and Equity-Focused Execution
American Rebel noted that this leadership fee conversion continues a multi-quarter series of corporate actions publicly communicated throughout 2025, including:
Regaining Nasdaq periodic filing compliance (February 2025)
Reverse stock split with round lot shareholder protection (March 2025)
Private placement financing (April 2025)
Nasdaq hearing request and equity improvement actions (August 2025)
Strategic Nashville property equity initiative (September 2025)
Bank of America default resolution and litigation closure (September 2025)
Additional reverse split action (October 2025)
Nasdaq Hearings Panel determination confirming compliance (November 2025)
Regulatory and Transaction Disclosure
SEC Disclosure and Transaction Scope
The transactions described in this press release were publicly disclosed in a Current Report on Form 8-K filed with the U.S. Securities and Exchange Commission (“SEC”), which reports, among other matters: (i) the Company’s exercise of an option to acquire additional membership interests in RAEK Data, LLC, (ii) the Company’s entry into a sponsorship agreement with True Speed Enterprises, Inc. and related entities, (iii) amendments to the Company’s 2025 Stock Incentive Plan, and (iv) the issuance of shares of Series D Convertible Preferred Stock in connection with these matters, including issuances to directors and executive officers in exchange for accrued obligations.
Form S-8 Filing
The Company has also filed a registration statement on Form S-8 with the SEC in connection with the Amended and Restated 2025 Stock Incentive Plan and related issuances (including shares reserved for issuance upon conversion, as applicable). The Form S-8 is available on EDGAR at:
https://www.sec.gov/Archives/edgar/data/16480...s-8pos.htm
Consideration Paid in Series D Convertible Preferred Stock
As disclosed, certain Company obligations were satisfied through the issuance of the Company’s Series D Convertible Preferred Stock (stated value $7.50 per share). These issuances included shares issued in exchange for accrued advances, accrued bonuses and other owed amounts, and accrued director fees (and, as originally disclosed, certain interest amounts), reflecting a non-cash settlement of amounts previously recorded as liabilities.
Potential Conversion Into Common Stock; Share Reservations Under the Incentive Plan
The Company’s Form 8-K discloses that, in connection with certain Series D issuances to insiders, the Company reserved shares of common stock under the Amended and Restated 2025 Stock Incentive Plan for issuance upon conversion, including: (i) 367,195 shares reserved for the CEO’s Series D conversion, (ii) 346,905 shares reserved for the President/COO’s Series D conversion, (iii) 119,615 shares reserved for each of two independent directors’ Series D conversion, and (iv) 102,195 shares reserved for an independent director’s Series D conversion associated with accrued board fees, as disclosed.
The True Speed Enterprises Sponsorship Agreement filed as an exhibit to the Form 8-K further states that each share of Series D Convertible Preferred Stock is convertible into five shares of the Company’s common stock.
Accounting and Balance Sheet Impact; No Assurance
Any discussion in this press release regarding the expected balance sheet impact of these transactions (including the reduction of accrued liabilities and potential changes to stockholders’ equity) reflects management’s current expectations based on the structure of the transactions as disclosed. Final accounting treatment will be determined in accordance with U.S. GAAP and will be reflected in the Company’s future SEC filings, and may differ from expectations based on, among other things, valuation, classification, presentation, and disclosure requirements.
No Offer or Solicitation
This press release is for informational purposes only and does not constitute an offer to sell or a solicitation of an offer to buy any securities, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation, or sale would be unlawful prior to registration or qualification under applicable securities laws.
