Expion360 Inc. Files Amendment No. 1 to Annual Report: Critical Investor Updates

Overview

Expion360 Inc., a Nevada corporation and Nasdaq-listed company (trading symbol: XPON), has submitted Amendment No. 1 to its Annual Report on Form 10-K for the fiscal year ended December 31, 2025. This amendment, filed on April 30, 2026, addresses key disclosures required by the SEC under Items 10-14 of Part III of Form 10-K, which were previously omitted in reliance on proxy statement timing rules. The company’s principal executive offices are located at 2025 SW Deerhound Ave, Redmond, OR 97756.

Key Points Investors Should Know

• Amendment Details: The amendment is solely to provide information about directors, executive compensation, security ownership, related transactions, and principal accountant fees. There are no financial restatements, nor error corrections that would require recovery analysis of incentive-based compensation.
• Share Structure: As of April 29, 2026, Expion360 had 11,438,298 shares of common stock outstanding. The largest known shareholder is Pioneer Capital Anstalt with 606,060 shares, representing 5.03% of the outstanding shares.
• Market Value: The aggregate market value of common stock held by non-affiliates, based on Nasdaq closing price on June 30, 2025, is not explicitly stated but is implied to be a material disclosure.
• Corporate Classification: Expion360 is neither a well-known seasoned issuer nor a shell company. It is classified as a “smaller reporting company” and “emerging growth company.”
• Compliance: The company confirms it has filed all required reports and submitted all Interactive Data Files as mandated by SEC rules.
• Internal Controls: No auditor attestation of internal control over financial reporting is required under Section 404(b) of the Sarbanes-Oxley Act for Expion360 at this time.

Corporate Governance and Board Structure

• Directors and Executive Officers:
  • Joseph Hammer – CEO and Chairman of the Board (no direct share ownership reported)
  • Shawna Bowin – CFO (109,230 shares including options)
  • Scott Burell – Independent Director
  • George Lefevre – Independent Director
  • Other directors/groups collectively hold 449,378 shares (3.89% of outstanding stock)
• Board Independence: The majority of directors are independent, with audit, compensation, and nomination committee members meeting SEC and Nasdaq independence standards.
• Code of Ethics: The company maintains a written code of business conduct and ethics applicable to all directors, officers, and employees, including key financial officers.
• Stockholder Nomination Procedures: No material changes reported in 2025, meaning prior disclosure remains valid.

Executive Compensation

• Compensation Structure: As an “emerging growth company” and “smaller reporting company,” Expion360 provides scaled disclosures instead of full Compensation Discussion and Analysis.
• Named Executive Officers: In 2025, these were Joseph Hammer (CEO), Shawna Bowin (CFO), and others. Salary, bonuses, and equity awards are reported, with RSU and stock option awards granted under the 2021 Incentive Award Plan.
• Equity Awards: 2025 saw discretionary grants of stock options and RSUs; no formal policy regarding grant timing to exploit non-public information.
• Perquisites: Ms. Bowin receives tuition reimbursement and related tax gross-ups; other executives received no material perquisites in 2025 or 2024.
• Outstanding Equity Awards: Detailed tables list exercisable and unexercisable options for each named executive officer.

Equity Compensation Plans and Ownership

• Plans: The company operates the 2021 Incentive Award Plan and 2021 Employee Stock Purchase Plan, both approved by shareholders.
• Plan Statistics (as of December 31, 2025):
  • 214,604 securities subject to outstanding options
  • Weighted average exercise price: \$20.39
  • 621,560 securities available for future issuance
• Beneficial Ownership: Besides Pioneer Capital Anstalt, no other individual or group owns more than 5% of common stock. All directors and executive officers as a group own less than 4% of total shares.

Related Party Transactions and Director Independence

• Related Transactions: No material related party transactions exceeding \$120,000 or 1% of total assets involving directors, officers, or major shareholders, except for standard compensation arrangements.
• Director Independence: The board meets Nasdaq listing standards for independence.

Principal Accountant Fees

• Audit Fees: \$135,842 (2025), \$122,074 (2024) – mainly for financial audits and reviews.
• Audit-Related Fees: None reported for 2025 or 2024.
• Other Fees: None reported.

Potentially Price-Sensitive Information

• No Financial Restatement: The amendment does not contain any restatements or corrections of prior financial statements, nor any new disclosures that would require clawbacks of executive compensation.
• No Material Related Party Transactions: No new material transactions or insider activity that would affect governance or share price.
• Board and Governance Stability: No changes in board nomination procedures or material governance shifts.
• Shareholder Structure Unchanged: No new major shareholders or dilution events reported.
• Compliance Confirmed: Expion360 remains compliant with SEC and Nasdaq regulations.

Conclusion

This amendment is largely procedural and regulatory, providing transparency and confirming compliance. No new material events, financial restatements, or price-sensitive disclosures are included that would be expected to impact the share price in the short term. Investors should note the stability in governance, executive compensation, equity plans, and beneficial ownership.

Disclaimer

The information in this article is derived from Expion360 Inc.’s official SEC filings as of April 30, 2026. It is provided for informational purposes only and does not constitute financial advice or a recommendation to buy or sell securities. Investors are advised to conduct their own due diligence and consult professional advisors before making investment decisions.

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