American Rebel’s Board of Directors, senior management and former President elected to convert approximately $2.05 million of accrued board fees, bonuses, advances and other compensation-related obligations into Series D Convertible Preferred Stock at a stated value of $7.50 per share. This non-cash transaction, disclosed in the Form 8-K filed January 6, 2026, reclassifies these liabilities on the balance sheet, preserving cash and reinforcing insider commitment to long-term value creation.

The conversion involved six individuals: former President Doug Grau (62,211 shares for $466,581.10), CEO Andy Ross (73,439 shares for $550,791.96), President/COO Corey Lambrecht (69,381 shares for $520,351.28), and independent directors Michael Dean Smith and C. Stephen Cochennet (23,923 shares each for $179,416.67 apiece). Larry Sinks converted accrued board fees of $153,291.66 (36,439 shares) after canceling $120,000 of accrued loan interest. A revised Form 8-K will adjust the aggregate conversion amount from $2.17 million to $2.05 million.

Management expects the equity conversion to reduce accrued liabilities under U.S. GAAP, improve stockholders’ equity through non-cash reclassification and deepen alignment between insiders and stockholders. The Company views this action as part of a series of strategic initiatives throughout 2025—including reverse stock splits, private placements and Nasdaq compliance measures—designed to maintain its listing and drive sustained improvements in shareholder equity.