AMERICAN REBEL HOLDINGS INC

Location · Square Feet · Use · Lessee/Occupant · Lease Expiration

2055 S. Tracy Hall Parkway Provo, Utah 84606** · 20,000 · Manufacturing · December 31, 2026

2813 S Sierra Vista Way, Provo, Utah 84606* · 8,000 · Executive Offices and Factory Sales Outlet · December 31, 2027

2813 S Sierra Vista Way, Suite 2 Provo, Utah 84606 · 16,000 · Warehouse · December 31, 2027

Champion Safe

792 N. Gilbert Road, Suite 102 Gilbert, Arizona 85233 · 2,600 · Retail Sales · Company, Inc. · June 30, 2026

17455 N. Black Canyon Highway Phoenix, Arizona 85023 · 2,400 · Retail Sales · February 28, 2031

Av. Alvaro Obregon 6745, California, 84065 Nogales, Sonora, Mexico · 73,659 · Manufacturing · Champion Safe De Mexico, S.A. DE C.V. · August 31, 2029

8500 Marshall Drive, Lenexa, Kansas 66214 · 15,800 · Warehouse and Retail Sales · American Rebel, Inc. · July 31, 2028

218 3rd Avenue North, #400, Nashville, Tennessee 37201 · Corporate Headquarters · American Rebel Holdings, Inc. · N/A***

* Leased from Champion Holdings, LLC, a company owned by former Champion founder, owner and Chief Executive Officer, Mr. Crosby.

** Leased from Utah–Tennessee Holding Company, LLC, a company owned by former Champion founder, owner and Chief Executive Officer, Mr. Crosby.

*** On September 15, 2025, the Company entered into a membership interest purchase agreement with 218 LLC, whose sole asset is the building located at 218 3rd Avenue North, Nashville, Tennessee 37201. The Company utilizes the fourth floor of the building for its corporate headquarters.

As part of the acquisition of the Champion Entities, several long-term leases were held with the Seller, Mr. Crosby through his ownership in two limited liability companies. These long-term leases were considered fair value as Mr. Crosby provided rental space at what was deemed market value or what could have been negotiated in an arm’s length transaction. Please review the footnotes to our Consolidated Financial Statements for further disclosure on the leases the Company is obligated to the Seller of the Champion Entities.

Recently the Company and Mr. Crosby, through his limited liability companies, entered into several short-term extensions on the leased properties. With the extensions of the leases the Company and the limited liability companies generally increased the base rent to be paid by an average of 10% due to inflation. The Company negotiated these extensions and other terms in an arm’s length manner.

The Company believes these facilities are currently adequate for its needs, including providing the space and infrastructure to accommodate its development work based on its operating plans. For the foreseeable future, the Company may lease or license additional facilities for manufacturing, corporate offices and other functions. The Company believes that suitable facilities will be available on commercially reasonable terms to accommodate the foreseeable expansion of our operations and warehousing requirements.

• Shortages of components and materials, as well as supply chain disruptions, may delay or reduce our sales and increase our costs, thereby harming our results of operations.
• The sales of our safes are dependent in large part on the sales of firearms.
• We do not have long-term purchase commitments from our customers, and their ability to cancel, reduce, or delay orders could reduce our revenue and increase our costs.
• We face intense competition that could result in our losing or failing to gain market share and suffering reduced sales.
• RISKS RELATED TO OUR BUSINESS AND INDUSTRY
• Our success depends upon our ability to introduce new products that track customer preferences.
• Our advertising and promotional investments may affect the Company’s financial results but not be effective.
• Our business depends on maintaining and strengthening our brand, as well as our reputation as a producer of high-quality goods, to maintain and generate ongoing demand for our products, and any harm to our brand could result in a significant reduction in such demand which could materially adversely affect our results of operations.
• We have a limited operating history on which you can evaluate our company.
• We are highly dependent on Charles A. Ross, our Chief Executive Officer. The loss of our Chief Executive Officer, whose knowledge, leadership and industry reputation upon which we rely, could harm our ability to execute our business plan.
• We cannot predict when we will achieve profitability.
• We have limited financial resources. Our independent registered auditor’s report includes an explanatory paragraph stating that there is substantial doubt about our ability to continue as a going concern.
• We have identified several material weaknesses in our internal control over financial reporting. If we are unable to remediate these weaknesses, or otherwise fail to maintain proper and effective internal controls, our ability to produce timely and accurate financial statements could be impaired, which could adversely affect our operating results, our ability to operate our business, our stock price and access to the capital markets.
• We restated certain of our previously issued consolidated financial statements, which resulted in unanticipated costs and may affect investor confidence and raise reputational issues.
• Absent relief, as a result of our failure to timely file a periodic report with the SEC, we are currently ineligible to continue to use or file short form shelf registration statements on Form S-3, which may impair our ability to raise capital on terms favorable to us, in a timely manner or at all.
• Our failure to timely file certain periodic reports with the SEC and our prior restatements have had, and may in the future have further, material adverse consequences to our business, our financial condition, results of operations and our cash flows.
• We will need additional capital and continued access to operating lines of credit in the future to finance our planned growth, which we may not be able to raise or it may only be available on terms unfavorable to us or our stockholders, which may result in our inability to fund our working capital requirements and harm our operational results.
• Our financial results may be affected by tariffs or border adjustment taxes or other import restrictions.
• An inability to expand our e-commerce business and sales organization to effectively address existing and new markets that we intend to target could reduce our future growth and impact our business and operating results.
• We sell products that create exposure to potential product liability, warranty liability, or personal injury claims and litigation.
• Despite our indebtedness levels, we are able to incur substantially more debt. This could further increase the risks associated with its leverage.
• At this stage of our business operations, even with our good faith efforts, investors in our company may lose some or all of their investment.
• Product defects could adversely affect the results of our operations.
• We could be exposed to significant liability claims if we are unable to obtain insurance at acceptable costs and adequate levels or otherwise protect ourselves against potential product liability claims.
• We will not be profitable unless we can demonstrate that our products can be manufactured at low prices.
• War, terrorism, other acts of violence or natural or manmade disasters such as a pandemic, epidemic, outbreak of an infectious disease or other public health crisis may affect the markets in which we operate, our customers, our delivery of products and customer service, and could have a material adverse impact on our business, results of operations, or financial costs condition.
• The costs of being a public company could result in us being unable to continue as a going concern.
• Any acquisitions that we potentially undertake will involve significant risks, and any acquisitions that we undertake in the future could disrupt our business, dilute stockholder value, and harm our operating results.
• We may not be able to successfully fund future acquisitions of new businesses due to the lack of availability of debt or equity financing on acceptable terms, which could impede the implementation of our acquisition strategy and materially adversely impact our financial condition, business and results of operations.
• The industries in which we operate are competitive, price sensitive and subject to risks of governmental regulations or laws. If our competitors are better able to develop and market products that are more effective, less costly, easier to use, or are otherwise more attractive, we may be unable to compete effectively with other companies.
• Our industry could experience greater scrutiny and regulation by governmental authorities, which may lead to greater governmental regulation in the future.
• RISKS RELATED TO OUR LEGAL AND REGULATORY ENVIRONMENT
• Failure to comply with applicable laws and changing legal and regulatory requirements could harm our business and financial results.
• Our ability to use our net operating loss carryforwards and certain other tax attributes may be limited.
• If we are unable to protect our intellectual property, we may lose a competitive advantage or incur substantial litigation costs to protect our rights.
• We are subject to the periodic reporting requirements of Section 15(d) and 12(g) of the Exchange Act that require us to incur audit fees and legal fees in connection with the preparation of such reports. These additional costs could reduce or eliminate our ability to earn a profit.
• We have identified a material weakness in our internal control over financial reporting which could, if not remediated, result in material misstatements in our financial statements.
• We may face litigation and other risks as a result of the material weaknesses in our internal control over financial reporting.
• RISKS RELATED TO AN INVESTMENT IN OUR SECURITIES
• Stockholders’ voting power and ownership interest may be diluted significantly through our efforts to obtain financing and satisfy obligations through issuance of additional shares.
• Our board of directors has the authority, without stockholder approval, to issue additional series of preferred stock with terms that may not be beneficial to Common Stockholders and with the ability to affect adversely stockholder voting power and perpetuate their control over us.
• Our common stock may be affected by limited trading volume and our share price may be volatile, which could adversely impact the value of our common stock.
• Short sellers of our common stock may drive down the market price of our common stock.
• We may not be able to maintain a listing of our common stock on the Nasdaq Capital Market.
• Warrants are speculative in nature.
• Provisions of the Warrants sold in our public and private offerings could discourage an acquisition of us by a third party.
• Our executive officers and directors, and their affiliated entities, although they own an insignificant percentage of our common stock, hold super voting preferred stock will allow them to be able to exert significant control over matters subject to stockholder approval.
• Certain provisions of our second amended and restated articles of incorporation may make it more difficult for a third party to effect a change-of-control.
• We do not anticipate that we will pay dividends on our common stock and, consequently, your ability to achieve a return on your investment will depend on appreciation in the price of our common stock.
• We are a smaller reporting company and will be exempt from certain disclosure requirements, which could make our common stock less attractive to potential investors.