☒ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For
the fiscal year ended December 31, 2025
☐TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For
the transition period from __________ to __________
Commission
file number 001-41267
AMERICAN
REBEL HOLDINGS, INC.
(Exact
name of registrant as specified in its charter)
nevada
47-3892903
State
or other jurisdiction
of
incorporation or organization
(I.R.S.
Employer
Identification
No.)
218
3rd Avenue North,
#400
Nashville,Tennessee
37201
(Address
of principal
executive
offices)
(Zip
Code)
Registrant’s
telephone number, including area code: (833)267-3235
Securities
registered pursuant to Section 12(b) of the Act:
Title
of each class
Trading
Symbol(s)
Name
of each exchange on which registered
Common
Stock
AREB
The
Nasdaq Stock Market LLC
Common
Stock Purchase Warrants
AREBW
The
Nasdaq Stock Market LLC
Securities
registered pursuant to Section 12(g) of the Act: None
Indicate
by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☐ No ☒
Indicate
by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes ☐ No ☒
Indicate
by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange
Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2)
has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐
Indicate
by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule
405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant
was required to submit such files). Yes ☐ No ☒
Indicate
by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting
company, or emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller
reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
Large
accelerated filer
☐
Accelerated
filer
☐
Non-accelerated
filer
☒
Smaller
reporting company
☒
Emerging
growth company
☐
If
an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying
with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Indicate
by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness
of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered
public accounting firm that prepared or issued its audit report. ☐
If
securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant
included in the filing reflect the correction of an error to previously issued financial statements. ☐
Indicate
by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation
received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b). ☐
Indicate
by check mark whether the registrant is a shell company (as defined in rule 12b-2 of the Exchange Act). Yes ☐ No ☒
The
aggregate market value of the voting and non-voting common equity held by non-affiliates was approximately $8,647,718.94 on June 30,
2025 based on the closing price per common share of $504.00 on that date.
The
number of shares of the registrant’s common stock issued and outstanding as of March 30, 2026, was 233,366shares.
Documents
incorporated by reference: None
EXPLANATORY
NOTE
This
Amendment No. 1 on Form 10-K/A (“Amendment No. 1”) is being filed to amend the Annual Report on Form 10-K for the fiscal
year ended December 31, 2025 (“Form 10-K” or the “Original Filing”), filed by American Rebel Holdings, Inc. with
the U.S. Securities and Exchange Commission on March 31, 2026. The sole purpose of this Amendment No. 1 is to include a link to Exhibit
97.1, which was inadvertently omitted from the Original Filing.
Except
as described above, no changes have been made to the Original Filing and this Amendment No. 1 does not modify, amend or update in any
way any of the financial or other information contained in the Original Filing. This Amendment No. 1 does not reflect events that may
have occurred subsequent to the Original Filing Date.
Pursuant
to Rule 12b-15 under the Securities Exchange Act of 1934, as amended, this Amendment No. 1 contains new certifications pursuant to Section
302 of the Sarbanes-Oxley Act of 2002, which are attached hereto. Because no financial statements have been included in this Amendment
No. 1 and this Amendment No. 1 does not contain or amend any disclosure with respect to Items 307 and 308 of Regulation S-K, paragraphs
3, 4, and 5 of the certifications have been omitted. Similarly, because no financial statements have been included in this Amendment
No. 1, certifications pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 have been omitted.
ITEM
15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
The
following documents are filed as part of this Annual Report on Form 10-K
Cover
Page Interactive Data File (embedded within the Inline XBRL document)
#
Filed herewith.
†
Indicates management contract or compensatory plan or arrangement.
**
Furnished herewith.
5
SIGNATURES
Pursuant
to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed
on its behalf by the undersigned, thereunto duly authorized.
AMERICAN
REBEL HOLDINGS, INC.
(Registrant)
Date:
April 27, 2026
By:
/s/
Charles A. Ross, Jr.
Charles
A. Ross, Jr.
Chief
Executive Officer
Pursuant
to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the
registrant and in the capacities and on the dates indicated.
Signatures
Title(s)
Date
/s/
Charles A. Ross, Jr.
Chief
Executive Officer, Executive Chairman and Director (Principal Executive Officer)