SEC Form 4 · accession 0001903596-26-000318
Expion Energy, Inc. · XPON
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Joseph D Hammer
Officer — Former Chief Executive Officer · Director
Period of report
Aug 21, 2026
Accepted (ET)
Aug 25, 2026 · 9:12 pm EDT
Rule 10b5-1 plan
box not checked
Issuer CIK
0001894954
Table I — non-derivative securities
No Table I lines on this filing.
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| 8% Convertible Debenture Due August 21, 2029F1,F2,F4,F3 | $1,000.00 | Aug 21, 2026 | P | 4,500 | A | — | Aug 21, 2029 | Series A-1 8% Convertible Preferred Stock | 4,500 | 4,500 | I |
| Common Stock Purchase WarrantF1,F5,F4,F6 | $4.25 | Aug 21, 2026 | P | 1,058,609 | A | Aug 21, 2026 | Aug 21, 2031 | Common Stock | 1,058,609 | 1,058,609 | I |
Explanation of responses
- F1The Reporting Person served as the Chief Executive Officer of Expion Energy, Inc. (the "Company") through the Transaction Date, and continues to serve as the Chairman of the Board of Directors of the Company.
- F2Subject to the Company receiving shareholder approval and filing the Certificate of Designation, the 8% Convertible Debenture Due August 21, 2029 (the "Convertible Debenture") will automatically convert into shares of the Company's Series A-1 8% Convertible Preferred Stock (the "Preferred Conversion Shares") based on a stated value of $1,000 per share, resulting in the issuance of up to 4,500 Preferred Conversion Shares. The Preferred Conversion Shares may subsequently be converted into 1,058,609 shares of the Company's common stock, par value $0.001 per share ("Common Stock"), based on an initial conversion price of $4.25 per share, subject to adjustment as set forth in the Certificate of Designation. The Convertible Debenture, as well as the Preferred Conversion Shares issuable upon conversion thereof, is subject to a beneficial ownership limitation of 9.99% of the outstanding shares of Common Stock.
- F3The maturity date of the Convertible Debenture is August 21, 2029.
- F4The Derivative Securities are held by Five Narrow Lane LP ("FNL"). The Reporting Person may be deemed to beneficially own the Derivative Securities for purposes of Rule 13d-3 under the Securities Exchange Act of 1934.
- F5The Common Stock Purchase Warrant (the "Warrant") is exercisable for an aggregate of up to 1,058,609 shares of Common Stock based on an initial exercise price of $4.25 per share, subject to adjustment as set forth in the Warrant. The Warrant is subject to a beneficial ownership limitation of 9.99% of the outstanding shares of Common Stock.
- F6The Warrant was immediately exercisable on the date of issuance and expires on the five year anniversary of the date of issuance.