American Rebel Holdings’ Board of Directors and senior executives, including CEO Andy Ross and former President Doug Grau, elected to convert approximately $2.05 million of accrued board fees, bonuses, advances and other compensation into Series D Convertible Preferred Stock. The conversions were executed at a stated value of $7.50 per share as disclosed in the Company’s Form 8-K on January 6, 2026, reducing accrued liabilities and preserving cash on the balance sheet under U.S. GAAP accounting, while strengthening stockholders’ equity through a non-cash reclassification of liabilities into equity.

The conversion details include: Doug Grau received 62,211 Series D shares for $466,581.10 of advances; CEO Andy Ross received 73,439 shares for $550,791.96 of bonuses and owed amounts; President/COO Corey Lambrecht received 69,381 shares for $520,351.28 of fees and bonuses; Independent Directors Michael Dean Smith and C. Stephen Cochennet each received 23,923 shares for $179,416.67 of director fees; and Independent Director Larry Sinks received 36,439 shares for $153,291.66 of director fees following the cancellation of $120,000 of accrued loan interest. The aggregate conversion amount was adjusted from $2.17 million to $2.05 million after the Sinks amendment.

This leadership conversion is part of a series of equity-focused actions taken in 2025 to maintain Nasdaq compliance and bolster the balance sheet, including a reverse stock split, private placement financing, hearing requests and property equity initiatives. Management expects the transaction will deepen insider alignment with long-term shareholders, support ongoing corporate actions to defend the Company’s Nasdaq listing and position American Rebel for continued growth in its patriotic lifestyle and beverage segments.