Expion Energy, Inc.
For the period ended Sep 17, 2026. Filed Sep 18, 2026.
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What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.
Sep 17, 2026 · Filed Sep 18, 2026
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
**SCHEDULE 14A **
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934
| Filed by the Registrant ☒ | Filed by a Party other than the Registrant ☐ |
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Check the appropriate box:
| ☐ | Preliminary Proxy Statement |
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| ☐ | Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) |
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| ☒ | Definitive Proxy Statement |
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| ☐ | Definitive Additional Materials |
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| ☐ | Soliciting Material Under Rule § 240.14a-12 |
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(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
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Expion Energy, Inc.
2025 SW Deerhound Avenue
Redmond, Oregon 97756
PROXY STATEMENT SUMMARY
This proxy statement summary contains highlights about the upcoming 2026 annual meeting of stockholders (the “Annual Meeting”) of Expion Energy, Inc. (the “Company,” “we,” “us,” or “ours”). This summary does not contain all of the information that you should consider in advance of the Annual Meeting and we encourage you to read the entire accompanying proxy statement before voting. We recently changed our corporate name from “Expion360 Inc.” to “Expion Energy, Inc.” to better align with our expanded energy platform and operating strategy.
2026 Annual Meeting of Stockholders
| Date: | Wednesday, November 4, 2026 |
|---|---|
| Time: | 9:00 a.m. Pacific Time |
| Location: | City Express by Marriott Redmond Bend Airport located at 2243 SW Yew Avenue, Redmond, Oregon 97756 |
| Record Date: | September 15, 2026 |
| Mailing Date: | We intend to mail the proxy materials to our stockholders on or about September 18, 2026 |
Voting Matters and Board Recommendations
| Proposal No. | Proposals | Recommendation of Our Board |
| (1) | The election of five directors to serve on our board of directors for a one-year term of office expiring at the annual meeting of stockholders to be held in 2027 and until their successors have been elected and qualified, or until their earlier death, resignation, or removal; | “FOR” each director nominee |
| (2) | The ratification of the appointment of M&K CPAS, PLLC as our independent registered public accounting firm for the year ending December 31, 2026; | “FOR” |
| (3) | The approval of a certificate of designation for the creation, designation, and issuance of Series A-1 8% Convertible Preferred Stock (“Series A-1 Preferred Stock”); | “FOR” |
| (4) | The approval of a form of certificate of designation for the creation, designation, and issuance of one or more series of preferred stock (any such stock, the “AIR Preferred Stock”) pursuant to the exercise of the additional investment right granted under the Securities Purchase Agreement, dated August 21, 2026, by and between the Company and the purchasers identified therein (the “Securities Purchase Agreement”); | “FOR” |
| (5) | The approval, for purposes of Nasdaq Listing Rule 5635, of the issuance of more than 19.99% of our outstanding shares of common stock issuable upon conversion of, or payment of dividends on, shares of Series A-1 Preferred Stock and AIR Preferred Stock, and exercise of warrants, as contemplated by the Securities Purchase Agreement; | “FOR” |
| (6) | The approval of an amendment to our Articles of Incorporation to increase the number of authorized shares of our capital stock from 36,666,666 shares to 220,000,000 shares and to increase the number of authorized shares of our common stock from 16,666,666 shares to 200,000,000 shares; | “FOR” |
| (7) | The approval of an amendment to our Articles of Incorporation to create blank check preferred stock consisting of 20,000,000 shares of preferred stock; | “FOR” |
| (8) | The approval of an amendment to our 2021 Incentive Award Plan to increase the number of shares of common stock authorized for issuance under the plan by 250,000; and | “FOR” |
| (9) | The approval of one or more adjournments of the Annual Meeting to solicit additional proxies in favor of any or all proposals if there are not sufficient votes at the time of such adjournment to approve any or all such proposals. | “FOR” |
Only holders of record of our common stock, par value $0.001 per share (our “Common Stock”), at the close of business on September 15, 2026 (the “Record Date”), are entitled to notice of, and to vote at, the Annual Meeting. On the Record Date, there were issued and outstanding 1,012,498 shares of our Common Stock. Each share of our Common Stock entitles the holder thereof to one vote.
A Notice of Internet Availability of Proxy Materials is being mailed to stockholders on or about September 18, 2026.
NOTICE OF 2026 ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON WEDNESDAY, NOVEMBER 4, 2026
To the Stockholders of Expion Energy, Inc.:
NOTICE IS HEREBY GIVEN that the 2026 annual meeting of stockholders (the “Annual Meeting”) of Expion Energy, Inc., a Nevada corporation (the “Company,” “we,” “us,” or “ours”), will be held on Wednesday, November 4, 2026, at 9:00 a.m. Pacific Time, at the City Express by Marriott Redmond Bend Airport located at 2243 SW Yew Avenue, Redmond, Oregon 97756, for the following purposes:
| Proposal No. | Proposals |
| (1) | The election of five directors to serve on our board of directors (our “Board”) for a one-year term of office expiring at the annual meeting of stockholders to be held in 2027 and until their successors have been elected and qualified, or until their earlier death, resignation, or removal; |
| (2) | The ratification of the appointment of M&K CPAS, PLLC as our independent registered public accounting firm for the year ending December 31, 2026; |
| (3) | The approval of a certificate of designation for the creation, designation, and issuance of Series A-1 8% Convertible Preferred Stock (“Series A-1 Preferred Stock”); |
| (4) | The approval of a form of certificate of designation for the creation, designation, and issuance of one or more series of preferred stock (any such stock, the “AIR Preferred Stock”) pursuant to the exercise of the additional investment right granted under the Securities Purchase Agreement, dated August 21, 2026, by and between the Company and the purchasers identified therein (the “Securities Purchase Agreement”); |
| (5) | The approval, for purposes of Nasdaq Listing Rule 5635, of the issuance of more than 19.99% of our outstanding shares of common stock issuable upon conversion of, or payment of dividends on, shares of Series A-1 Preferred Stock and AIR Preferred Stock, and exercise of warrants, as contemplated by the Securities Purchase Agreement; |
| (6) | The approval of an amendment to our Articles of Incorporation to increase the number of authorized shares of our capital stock from 36,666,666 shares to 220,000,000 shares and to increase the number of authorized shares of our common stock from 16,666,666 shares to 200,000,000 shares; |
| (7) | The approval of an amendment to our Articles of Incorporation to create blank check preferred stock consisting of 20,000,000 shares of preferred stock; |
| (8) | The approval of an amendment to our 2021 Incentive Award Plan to increase the number of shares of common stock authorized for issuance under the plan by 250,000; and |
| (9) | The approval of one or more adjournments of the 2026 annual meeting to solicit additional proxies in favor of any or all proposals if there are not sufficient votes at the time of such adjournment to approve any or all such proposals. |
We may also transact any other business that is properly presented at the Annual Meeting or any continuation, postponement, or adjournment thereof.
The foregoing items of business are more fully described in the proxy statement accompanying this Notice of 2026 Annual Meeting of Stockholders (the “Proxy Statement”).
Our Board has fixed the close of business on September 15, 2026 as the record date for the determination of stockholders entitled to notice of, and to vote at, the Annual Meeting and any continuation, postponement, or adjournment thereof. Whether or not you plan on attending the Annual Meeting, we encourage you to submit your proxy or voting instructions as soon as possible to ensure your representation at the Annual Meeting. Please refer to the section of the Proxy Statement titled “Questions and Answers About the Annual Meeting.”
By Order of the Board,
/s/ Kevin Sellers
Kevin Sellers
Chief Executive Officer and President
Approximate Date of Mailing of Notice of Internet Availability of Proxy Materials: September 18, 2026
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS
This Proxy Statement contains forward-looking statements within the meaning of the federal securities laws. Forward-looking statements may relate to our future financial condition, operating performance, business operations and strategies, capital raising opportunities, liquidity, executive compensation decisions, or other future events. You can identify forward-looking statements by the use of words such as “may,” “will,” “could,” “anticipate,” “expect,” “intend,” “believe,” “continue,” or the negative of such terms, or other comparable terminology. Forward-looking statements also include the assumptions underlying or relating to such statements. We have based these forward-looking statements largely on our current expectations and projections about future events and financial trends that we believe may affect our business, results of operations and financial condition.
The outcomes of the events described in these forward-looking statements are subject to risks, uncertainties and other factors described in Item 1A, “Risk Factors,” and elsewhere, in our Annual Report on Form 10-K for the year ended December 31, 2025, as amended, as well as the other reports we file with the Securities and Exchange Commission. We cannot assure you that the events and circumstances reflected in the forward-looking statements will be achieved or occur, and actual results could differ materially from those expressed or implied in the forward-looking statements. The forward-looking statements made in this Proxy Statement relate only to events as of the date of this Proxy Statement. We undertake no obligation to update any forward-looking statement to reflect events or circumstances after the date on which the statement is made.
REVERSE STOCK SPLIT
On July 21, 2026, we effected a one-for-12 reverse stock split of our Common Stock. All prior period share, equity award, and per share amounts and calculations in this Proxy Statement have been retroactively adjusted to reflect the reverse stock split.
TABLE OF CONTENTS
| PROXY STATEMENT SUMMARY | 1 |
|---|---|
| NOTICE OF 2026 ANNUAL MEETING OF STOCKHOLDERS | 3 |
| CAUTIONARY NOTE REGARDING FORWARD LOOKING STATEMENTS | 5 |
| PROXY STATEMENT | 7 |
| QUESTIONS AND ANSWERS ABOUT THE ANNUAL MEETING AND VOTING | 7 |
| DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE | 14 |
| RELATED PERSON TRANSACTION | 18 |
| EXECUTIVE OFFICERS | 19 |
| EXECUTIVE COMPENSATION DISCUSSION | 20 |
| EXECUTIVE COMPENSATION | 20 |
| SUMMARY COMPENSATION TABLE | 21 |
| OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END | 25 |
| DIRECTOR COMPENSATION | 28 |
| OWNERSHIP OF EQUITY SECURITIES OF THE COMPANY | 30 |
| SECURITIES AUTHORIZED FOR ISSUANCE UNDER THE EQUITY COMPENSATION PLANS | 30 |
| SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT | 31 |
| PROPOSAL NO. 1 – ELECTION OF DIRECTORS | 34 |
| PROPOSAL NO. 2 – TO RATIFY THE APPOINTMENT OF M&K CPAS, PLLC AS OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE YEAR ENDING DECEMBER 31, 2026 | 37 |
| AUDIT COMMITTEE REPORT | 39 |
| PROPOSAL NO. 3 – TO APPROVE A CERTIFICATE OF DESIGNATION FOR THE CREATION, DESIGNATION, AND ISSUANCE OF SERIES A-1 8% CONVERTIBLE PREFERRED STOCK | 40 |
| PROPOSAL NO. 4 – TO APPROVE A FORM OF CERTIFICATE OF DESIGNATION FOR THE CREATION, DESIGNATION, AND ISSUANCE OF ONE OR MORE SERIES OF PREFERRED STOCK PURSUANT TO THE EXERCISE OF THE ADDITIONAL INVESTMENT RIGHT GRANTED UNDER THE SECURITIES PURCHASE AGREEMENT | 45 |
| PROPOSAL NO. 5 – TO APPROVE, FOR PURPOSES OF NASDAQ LISTING RULE 5635, THE ISSUANCE OF MORE THAN 19.99% OF OUR OUTSTANDING SHARES OF COMMON STOCK ISSUABLE UPON CONVERSION OF, OR PAYMENT OF DIVIDENDS ON, SHARES OF SERIES A-1 PREFERRED STOCK AND AIR PREFERRED STOCK, AND EXERCISE OF WARRANTS, AS CONTEMPLATED BY THE SECURITIES PURCHASE AGREEMENT | 50 |
| PROPOSAL NO. 6 – TO APPROVE AN AMENDMENT TO OUR ARTICLES OF INCORPORATION TO INCREASE THE NUMBER OF AUTHORIZED SHARES OF OUR CAPITAL STOCK FROM 36,666,666 SHARES TO 220,000,000 SHARES AND TO INCREASE THE NUMBER OF AUTHORIZED SHARES OF OUR COMMON STOCK FROM 16,666,666 SHARES TO 200,000,000 SHARES | 57 |
| PROPOSAL NO. 7 – TO APPROVE AN AMENDMENT TO OUR ARTICLES OF INCORPORATION TO CREATE BLANK CHECK PREFERRED STOCK CONSISTING OF 20,000,000 SHARES OF PREFERRED STOCK | 60 |
| PROPOSAL NO. 8 – TO APPROVE AN AMENDMENT TO OUR 2021 INCENTIVE AWARD PLAN TO INCREASE THE NUMBER OF SHARES OF COMMON STOCK AUTHORIZED FOR ISSUANCE UNDER THE PLAN BY 250,000 | 63 |
| PROPOSAL NO. 9 – TO APPROVE ONE OR MORE ADJOURNMENTS OF THE ANNUAL MEETING TO SOLICIT ADDITIONAL PROXIES IN FAVOR OF ANY OR ALL PROPOSALS IF THERE ARE NOT SUFFICIENT VOTES AT THE TIME OF SUCH ADJOURNMENT TO APPROVE ANY OR ALL SUCH PROPOSALS | 69 |
| ADDITIONAL INFORMATION | 70 |
| APPENDIX A – CERTIFICATE OF DESIGNATION OF PREFERENCES, RIGHTS AND LIMITATIONS OF SERIES A-1 8% CONVERTIBLE PREFERRED STOCK | A-1 |
| APPENDIX B – FORM OF CERTIFICATE OF DESIGNATION OF PREFERENCES, RIGHTS AND LIMITATIONS OF PREFERRED STOCK | B-1 |
| APPENDIX C – CERTIFICATE OF AMENDMENT TO THE ARTICLES OF INCORPORATION (AUTHORIZED SHARE INCREASE) | C-1 |
| APPENDIX D – CERTIFICATE OF AMENDMENT TO THE ARTICLES OF INCORPORATION (BLANK CHECK PREFERRED STOCK) | D-1 |
| APPENDIX E – THIRD AMENDMENT TO THE EXPION ENERGY, INC. 2021 INCENTIVE AWARD PLAN | E-1 |
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.