Expion360 Inc.

Investing in our common stock involves a high degree of risk. Before making a decision to purchase or sell our common stock, you should carefully consider the risks and uncertainties describedin Part I, Item 1A, “Risk Factors” of the Annual Report, which are incorporated herein by reference. If any of the identified risks are realized, our business, results of operations, financial condition, liquidity, and prospects could be materially and adversely affected. In that case, the trading price of our common stock may decline, and you could lose all or part of your investment. The risks described in our Annual Report are not the only ones we face. Additional risks we currently do not know about or that we currently believe to be immaterial may also impair our business, financial condition, results of operations, liquidity, and prospects.

Except as set forth below, during the three months ended September 30, 2025, there were no material changes to the risks and uncertainties described in Part I, Item 1A, “Risk Factors” of our Annual Report.

We depend on our senior management team and other key employees, and significant attrition within our management team or unsuccessful succession planning could adversely affect our business.

Our success depends in part on our ability to attract, retain, and motivate senior management and other key employees. Achieving this objective may be difficult due to many factors, including fluctuations in global economic and industry conditions, competitors’ hiring practices, cost reduction activities, and the effectiveness of our compensation programs. Competition for qualified personnel can be intense. We must continue to recruit, retain, and motivate senior management and other key employees sufficient to maintain our current business and support our future projects.

We have experienced recent transitions in our leadership team. In April 2025, we appointed Carson Heagen as our Chief Operating Officer, and in September 2025, we appointed Shawna Bowin as our Chief Financial Officer. In October 2025, Brian Schaffner, our Chief Executive Officer, and Paul Shoun, our President and Chairman of the Board, each resigned. Following these resignations, the Board appointed Joseph Hammer as our new Chief Executive Officer and Chairman of the Board. Leadership transitions of this nature can create uncertainty, disrupt operations, and challenge continuity in our strategic direction or impact our ability to maintain relationships with customers and business partners or retain key employees. Although we believe our leadership team brings valuable experience and skills, there can be no assurance our transition efforts will be successful or that our new leaders will achieve our strategic, operational, or financial objectives. If we are unsuccessful in our succession planning or integration efforts, or if we experience additional unanticipated departures among senior management or other key employees, investor confidence and our results of operations could be adversely affected.