American Rebel’s Board of Directors, senior management and its former President elected to convert approximately $2.05 million of accrued fees, bonuses, advances and other obligations into Series D Convertible Preferred Stock at a stated value of $7.50 per share. The conversions were disclosed in a Form 8-K filed January 6, 2026, and involved non-cash settlement of liabilities previously recorded on the balance sheet. This leadership alignment underscores the team’s confidence in the Company’s long-term value creation and supports ongoing efforts to maintain compliance with Nasdaq listing standards.

By reclassifying $2.05 million of accrued obligations into equity, American Rebel expects to reduce liabilities, preserve cash for operational needs, and record a non-cash improvement in stockholders’ equity under U.S. GAAP. Management projects these actions will strengthen the Company’s capital structure without impacting liquidity, enabling continued investment in brand expansion and distribution initiatives. Final accounting treatment will be reported in future SEC filings.

Conversion details include 73,439 Series D shares issued to Chairman & CEO Andy Ross for $550,791.96 of accrued bonuses and other amounts; 69,381 shares to COO and President Corey Lambrecht for $520,351.28; 62,211 shares to former President Doug Grau for $466,581.10; and 84,285 shares combined to independent directors Michael Dean Smith, C. Stephen Cochennet and Larry Sinks for $512,104.99 of fees (excluding $120,000 of loan interest later canceled). The Company reserved a total of 936,910 common shares under its amended 2025 Stock Incentive Plan for future conversion of these Series D shares into common stock at a rate of one preferred share to five common shares.