[144] Kratos Defense & Security Solutions, Inc. SEC Filing

Rhea-AI Filing Summary

Expion360 Inc. (NASDAQ: XPON) filed an 8-K to disclose results of its 31 July 2025 Annual Meeting (record date 4 June 2025).

• Quorum: 1,520,479 shares (≈45% of the 3,374,468 shares outstanding) were present in person or by proxy.
• Board elections: All five director nominees were elected. Support ranged from 52% of votes cast for Tien Q. Nguyen (251,341 withheld vs. 231,452 for) to 77% for Steven M. Shum (374,146 for; 108,647 withheld). 1,037,686 broker non-votes applied to each nominee.
• Auditor ratification: M&K CPAS, PLLC was re-appointed with 1,381,669 votes FOR (92%), 42,714 AGAINST, and 96,096 ABSTAIN. No broker non-votes.
• Equity plans: Shareholders approved increasing share reserves for the 2021 Incentive Award Plan (305,081 FOR; 175,650 AGAINST) and the 2021 Employee Stock Purchase Plan (339,316 FOR; 140,905 AGAINST). Each proposal had 1,037,686 broker non-votes.

No other matters were brought before shareholders. The filing contains no financial performance data or strategic transactions.

Positive

• All proposals, including auditor ratification and equity plan increases, received shareholder approval, providing corporate continuity and flexibility.

Negative

• Low voter turnout (~45%) and sub-50% support for one director nominee suggest governance concerns.
• Increased share reserves under incentive and ESPP plans introduce potential dilution; roughly one-third of votes opposed each increase.

Insights

Corporate Governance Analyst

TL;DR: Routine meeting; all proposals passed, but low turnout and thin support for one director and share-dilutive plan increases.

The 8-K is largely procedural. Auditor ratification passed comfortably, reinforcing reporting continuity. However, only ~45% of outstanding shares voted, and director Tien Q. Nguyen received just 48% affirmative support, signalling possible investor dissatisfaction. Both equity plan expansions were approved yet faced 34–36% opposition, implying dilution concerns. Overall impact on valuation is minimal today, but the increased share authorization modestly elevates future dilution risk.

Form 144 Filer Information	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 144 NOTICE OF PROPOSED SALE OF SECURITIES PURSUANT TO RULE 144 UNDER THE SECURITIES ACT OF 1933
FORM 144

144: Filer Information

Filer CIK
Filer CCC
Is this a LIVE or TEST Filing?	LIVE TEST
Submission Contact Information
Name
Phone
E-Mail Address

144: Issuer Information

Name of Issuer

SEC File Number

Address of Issuer

Phone

Name of Person for Whose Account the Securities are To Be Sold

See the definition of "person" in paragraph (a) of Rule 144. Information is to be given not only as to the person for whose account the securities are to be sold but also as to all other persons included in that definition. In addition, information shall be given as to sales by all persons whose sales are required by paragraph (e) of Rule 144 to be aggregated with sales for the account of the person filing this notice.

Relationship to Issuer

144: Securities Information

Title of the Class of Securities To Be Sold	Name and Address of the Broker	Number of Shares or Other Units To Be Sold	Aggregate Market Value	Number of Shares or Other Units Outstanding	Approximate Date of Sale	Name the Securities Exchange
Common	Morgan Stanley Smith Barney LLC Executive Financial Services 1 New York Plaza 8th Floor New York NY 10004	4000	222025.20	153443342	08/01/2025	NASDAQ

Furnish the following information with respect to the acquisition of the securities to be sold and with respect to the payment of all or any part of the purchase price or other consideration therefor:

144: Securities To Be Sold

Title of the Class	Date you Acquired	Nature of Acquisition Transaction	Name of Person from Whom Acquired	Is this a Gift?	Date Donor Acquired	Amount of Securities Acquired	Date of Payment	Nature of Payment *
Common	02/29/2024	Performance Shares	Issuer			4000	02/29/2024	Not Applicable

* If the securities were purchased and full payment therefor was not made in cash at the time of purchase, explain in the table or in a note thereto the nature of the consideration given. If the consideration consisted of any note or other obligation, or if payment was made in installments describe the arrangement and state when the note or other obligation was discharged in full or the last installment paid.

Furnish the following information as to all securities of the issuer sold during the past 3 months by the person for whose account the securities are to be sold.

144: Securities Sold During The Past 3 Months

Name and Address of Seller	Title of Securities Sold	Date of Sale	Amount of Securities Sold	Gross Proceeds
STACEY ROCK 1 Chisholm Trail, Suite 300 Round Rock TX 78681	Common	07/01/2025	4000	181702.40
STACEY ROCK 1 Chisholm Trail, Suite 300 Round Rock TX 78681	Common	06/02/2025	4000	150976.00

144: Remarks and Signature

Remarks

Date of Notice

Date of Plan Adoption or Giving of Instruction, If Relying on Rule 10b5-1

ATTENTION:

The person for whose account the securities to which this notice relates are to be sold hereby represents by signing this notice that he does not know any material adverse information in regard to the current and prospective operations of the Issuer of the securities to be sold which has not been publicly disclosed. If such person has adopted a written trading plan or given trading instructions to satisfy Rule 10b5-1 under the Exchange Act, by signing the form and indicating the date that the plan was adopted or the instruction given, that person makes such representation as of the plan adoption or instruction date.

Signature

ATTENTION: Intentional misstatements or omission of facts constitute Federal Criminal Violations (See 18 U.S.C. 1001)

FAQ

How many Expion360 (XPON) shares were represented at the 2025 Annual Meeting?

A total of 1,520,479 shares, or about 45% of shares outstanding, were present in person or by proxy.

Were all Expion360 director nominees elected?

Yes. All five nominees were elected, though Tien Q. Nguyen received only 231,452 FOR vs. 251,341 WITHHELD.

Did shareholders approve the increase in shares for the 2021 Incentive Award Plan?

Yes. The proposal passed with 305,081 FOR, 175,650 AGAINST, 2,062 ABSTAIN, and 1,037,686 broker non-votes.

Which audit firm will serve Expion360 for FY-2025?

Shareholders ratified M&K CPAS, PLLC with 92% of votes cast in favor.

What is the potential impact of the equity plan approvals on XPON shareholders?

Approving additional share reserves authorizes future stock issuance, creating modest dilution risk balanced by employee retention benefits.