Expion Energy, Inc.

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

Check the appropriate box:

EXPION ENERGY, INC.

(Name of Registrant as Specified in its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check all boxes that apply):

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 (the “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

Voting Matters and Board Recommendations

Only holders of record of our common stock, par value $0.001 per share (our “Common Stock”), at the close of business on October 28, 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.

The Proxy Statement, accompanying notice, proxy card, and our Annual Report on Form 10-K for the year ended December 31, 2025, as amended, are being mailed to stockholders on or about November 5, 2026.

NOTICE OF 2026 ANNUAL MEETING OF STOCKHOLDERS

TO BE HELD ON WEDNESDAY, DECEMBER 2, 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, December 2, 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:

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 (the “Proxy Statement”) accompanying this Notice of 2026 Annual Meeting of Stockholders (the “Notice”).

Our Board has fixed the close of business on October 28, 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 and Voting.”

We have elected to utilize the “full set delivery” option pursuant to which we will deliver proxy materials to our stockholders by mail. These proxy materials include the Proxy Statement, Notice, proxy card, and Annual Report on Form 10-K for the year ended December 31, 2025, as amended. The approximate date on which the proxy materials are intended to be first mailed or given to our stockholders is on or about November 5, 2026. These proxy materials will also be available free of charge at www.proxyvote.com.

By Order of the Board,

/s/ Kevin Sellers

Kevin Sellers

President and Chief Executive Officer

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.

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