Back to mobile site

Form 4 Expion Energy, Inc. For: Aug 21 Filed by: Hammer Joseph D

August 25, 2026 9:13 PM EDT
FORM 4 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
OMB APPROVAL
OMB Number: 3235-0287
Expires: December 31, 2014
Estimated average burden
hours per response: 0.5
  
 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
1. Name and Address of Reporting Person *
Hammer Joseph D
(Last) (First) (Middle)
C/O EXPION ENERGY, INC.
2025 SW DEERHOUND AVE
(Street)
REDMOND OR 97756
(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
Expion Energy, Inc. [ XPON ] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X Director 10% Owner
X Officer (give title below) Other (specify below)
Former Chief Executive Officer
3. Date of Earliest Transaction (Month/Day/Year)
08/21/2026
4. If Amendment, Date of Original Filed (Month/Day/Year)
 6. Individual or Joint/Group Filing (Check Applicable Line)
X Form filed by One Reporting Person
Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V Amount (A) or (D) Price
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 6. Date Exercisable and Expiration Date (Month/Day/Year) 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
8% Convertible Debenture Due August 21, 2029 $ 1,000 08/21/2026 (1)   P   4,500 (2)     (2) 08/21/2029 (3) Series A-1 8% Convertible Preferred Stock (2) 4,500 (2) $ 4,500,000 4,500 (2) I See footnote (4)
Common Stock Purchase Warrant $ 4.25 08/21/2026 (1)   P   1,058,609 (5)   08/21/2026 (6) 08/21/2031 (6) Common Stock 1,058,609 (5) $ 0 1,058,609 (5) I See footnote (4)
Explanation of Responses:
1. The 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.
2. Subject 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.
3. The maturity date of the Convertible Debenture is August 21, 2029.
4. The 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.
5. The 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.
6. The Warrant was immediately exercisable on the date of issuance and expires on the five year anniversary of the date of issuance.
/s/ Shawna Bowin, Attorney-in-Fact for Joseph D. Hammer 08/25/2026
** Signature of Reporting Person Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

FREE Breaking News Alerts from StreetInsider.com!

E-mail Address

StreetInsider.com Top Tickers, 9/8/2026

1. SPY
2. IONQ
3. USO
4. IONS
5. ACN
6. AZN
7. ROIV
8. AAPL
9. NVDA
10. ORCL


Serious News for Serious Traders! Try StreetInsider.com Premium Free!

You May Also Be Interested In





Related Categories

SEC Filings