STOCK TITAN

New CFO and board shake-up at Expion360 (Nasdaq: XPON) as 2026 vote nears

(High)
(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

Expion360 Inc. (Nasdaq: XPON), now operating as Expion Energy, Inc., announced significant leadership and governance changes. The board appointed Robert “Bob” Winspear as Chief Financial Officer, Secretary and Treasurer effective August 25, 2026, making him the company’s principal financial and accounting officer under a new employment agreement.

Winspear’s agreement provides a $285,000 base salary, increasing to $300,000 upon timely filing of the 2026 Form 10-K, plus eligibility for bonuses and equity awards of 30,000 RSUs and 15,000 stock options as Nasdaq Rule 5635(c)(4) inducement grants. Former CFO Shawna Bowin is transitioning to Vice President, Finance through about October 31, 2026. Directors Brian Schaffner, Tien Q. Nguyen and Joseph Hammer resigned; the board named Scott Burell Chairman and appointed veteran oil and gas executive Marc W. Jarvis as director, disclosing his indirect material interest in an overriding royalty interest under an Eastern Louisiana exploration agreement. The company set its 2026 annual meeting for November 4, 2026, with a record date of September 15, 2026 and stockholder proposal and nomination deadlines of September 10, 2026.

Positive

  • None.

Negative

  • None.

Filing Explained

The CFO agreement adds staged equity and severance obligations; 15,000 options remain conditional on timely filing of the 2026 Form 10-K.

A Form 8-K reports that the new CFO’s employment agreement is effective: 30,000 restricted stock units were granted at commencement, while a 15,000-share stock option depends on timely filing of the 2026 Form 10-K; the awards create a potential future share-issuance and dilution mechanism for existing common holders.

The equity awards vest in stages: 25% vests on the first anniversary of the applicable grant date and the remainder in 12 equal quarterly installments, subject to continued employment.

If the company terminates the CFO without Cause, or he resigns for Good Reason, the agreement provides up to 12 months of continued base salary, unpaid earned bonus, the target bonus for the termination year, and up to 12 months of continued medical and dental coverage, subject to the stated conditions.

The material resolution points are the timely filing of the 2026 Annual Report, the applicable first anniversaries, and continued employment through the vesting schedule.

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers Governance
Key personnel changes including departures, elections, or appointments of directors and executive officers.
Item 5.08 Shareholder Director Nominations Governance
Shareholder nominations for board of directors under proxy access rules. Rarely used -- the underlying SEC rule was vacated.
Item 7.01 Regulation FD Disclosure Disclosure
Material non-public information disclosed under Regulation Fair Disclosure, often investor presentations or guidance.
Item 9.01 Financial Statements and Exhibits Exhibits
Financial statements, pro forma financial information, or exhibit attachments filed with this report.
CFO base salary $285,000 per year Annual base salary for Robert Winspear under employment agreement effective August 25, 2026
CFO increased base salary $300,000 per year Automatic increase upon timely submission of Annual Report on Form 10-K for year ending December 31, 2026
Restricted stock units grant 30,000 RSUs Inducement equity award to CFO at commencement of employment under Nasdaq Listing Rule 5635(c)(4)
Stock option grant 15,000 options Option to purchase 15,000 shares of common stock, granted upon timely filing of 2026 Form 10-K
Equity vesting schedule initial cliff 25% Portion of securities underlying Equity Awards that vest on first anniversary of grant date
Equity vesting installments 12 quarterly installments Remaining Equity Awards vest in 12 equal quarterly installments after first anniversary, subject to continued employment
Severance salary continuation 12 months Base salary continuation if CFO is terminated without Cause or resigns for Good Reason
Annual meeting date November 4, 2026 Expected date of 2026 annual meeting of stockholders
Nasdaq Listing Rule 5635(c)(4) regulatory
"as an inducement award pursuant to Nasdaq Listing Rule 5635(c)(4)"
NASDAQ Listing Rule 5635(c)(4) is a rule that requires a company to get approval from its shareholders before selling a large amount of its shares, usually over 20%. This helps protect investors by making sure the company doesn't flood the market with new shares without their say, which could lower the stock's value.
overriding royalty interests financial
"The Exploration Agreement reserves overriding royalty interests (“ORRI”)"
An overriding royalty interest (ORRI) is a percentage of production revenue from a specific oil, gas, or mineral lease that goes to a holder without requiring them to pay operating or development costs. Think of it as a slice of the sales proceeds from a single property, like receiving a share of ticket sales from a concert without helping run the show. For investors, ORRIs matter because they provide cash flow tied to production volumes and commodity prices while carrying limited operational liabilities.
advance notice provisions regulatory
"The Company’s Amended and Restated Bylaws include separate advance notice provisions"
Advance notice provisions are rules in a company’s bylaws that require shareholders or potential board candidates to give written notice — by a set deadline — before proposing agenda items or nominating directors for a shareholder meeting. Like an RSVP and agenda deadline for a meeting, they help the company plan and prevent last-minute surprises; for investors, they shape the timing and feasibility of shareholder campaigns and influence how quickly governance changes can occur.
universal proxy rules regulatory
"In addition to satisfying the foregoing requirements, to comply with the universal proxy rules"
Universal proxy rules require that when shareholders vote to elect directors in a contested election, the proxy card mailed to investors can include candidates nominated by both the company and dissident shareholders, letting investors mix and match their choices on a single ballot. This matters to investors because it makes their vote more flexible and easier to use, like replacing separate lists with one common ballot, which can influence who controls the board and the company’s future direction.
Deep Tuscaloosa assets technical
"a New Orleans-based private equity backed oil and gas company focused on Deep Tuscaloosa assets"
hyperscale AI data center technical
"positioned near hyperscale AI data center development and power demand"

FAQ

What executive change did XPON announce regarding its Chief Financial Officer?

Robert “Bob” Winspear was appointed Chief Financial Officer, Secretary and Treasurer of Expion Energy effective August 25, 2026, succeeding Shawna Bowin. Bowin will remain with the company as Vice President, Finance through approximately October 31, 2026 to assist with the transition.

What are the key compensation terms for XPON’s new CFO, Robert Winspear?

Winspear receives an annual base salary of $285,000, automatically increasing to $300,000 upon timely filing of the 2026 Form 10-K. He is eligible for an annual cash incentive bonus and inducement equity awards of 30,000 RSUs and options for 15,000 shares of common stock.

What severance protections does XPON’s CFO have under his employment agreement?

If Winspear is terminated without Cause or resigns for Good Reason, he is entitled to 12 months of base salary, any earned but unpaid bonus, an amount equal to his target bonus for the year of termination, and up to 12 months of COBRA medical and dental coverage, subject to conditions.

Which board changes did XPON disclose in this 8-K?

Directors Brian Schaffner and Tien Q. Nguyen resigned effective August 26, 2026, and Joseph Hammer resigned effective August 28, 2026, none due to disagreements. The board appointed Scott Burell as Chairman and Marc W. Jarvis as a director.

When will XPON hold its 2026 annual meeting of stockholders and what is the record date?

The 2026 annual meeting of Expion Energy stockholders is expected on November 4, 2026, with a record date of September 15, 2026. Additional details on time, location and matters to be voted on will appear in the company’s proxy statement.

What are the deadlines for XPON stockholder proposals and director nominations for the 2026 meeting?

For the 2026 annual meeting, Rule 14a-8 proposals, advance notice bylaw nominations or other proposals, and Rule 14a-19 universal proxy notices must be received by the company no later than September 10, 2026 at its Redmond, Oregon headquarters.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

FORM 8-K

 

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): August 25, 2026

 

Expion Energy, Inc.

(Exact name of Registrant as specified in its charter)

 

 

Nevada   001-41347   81-2701049

(State or Other Jurisdiction

of Incorporation)

 

(Commission

File Number)

 

(IRS Employer

Identification No.)

 

2025 SW Deerhound Avenue

Redmond, OR 97756

(Address of principal executive offices and zip code)

(541) 797-6714

(Registrant’s telephone number, including area code)

Expion360 Inc.

(Former name or former address, if changed since last report)

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

  Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

  Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

  Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

  Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

Securities registered pursuant to Section 12(b) of the Act: 

Title of each class  

Trading

Symbol(s)

 

Name of each exchange

on which registered

Common Stock, par value $0.001 per share   XPON   The Nasdaq Capital Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).

Emerging growth company

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.

 

 

 

 

Item 5.02.Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Chief Financial Officer Appointment

On August 25, 2026, the board of directors (the “Board”) of Expion Energy, Inc. (the “Company”) appointed Robert Winspear to serve as the Company’s Chief Financial Officer, Secretary and Treasurer effective immediately. In this role, Mr. Winspear will serve as the Company’s principal financial officer and principal accounting officer.

 

Mr. Winspear, age 61, has over 30 years of experience as an executive officer and director of both private and public companies. From September 2021 to June 2026, Mr. Winspear served as the Chief Financial Officer and Secretary of Blackboxstocks Inc., and continued in his role as Chief Financial Officer and director following its merger with REalloys Inc., a rare earth metals and permanent magnet company, which began trading on the Nasdaq Capital Market as REalloys Inc. (Nasdaq: ALOY) on February 25, 2026. Mr. Winspear was also Vice President, Secretary and Chief Financial Officer of Excel Corporation, a credit card processing company (formerly OTC: EXCC), from May 2014 to June 2017. Since 2002, he has served as President of Winspear Investments LLC, a Dallas-based private investment firm specializing in lower middle market transactions. Winspear Investments has made investments in a wide range of industries, including banking, real estate, distribution, supply chain management, mega yacht marinas and hedge funds. Mr. Winspear has served on the boards of several public and private entities. Mr. Winspear started his career with Arthur Andersen in Dallas, Texas. Mr. Winspear holds a B.B.A. and a M.P.A. from the University of Texas at Austin.

 

In connection with his appointment as Chief Financial Officer, Mr. Winspear entered into an employment agreement with the Company (the “Employment Agreement”), effective August 25, 2026. Pursuant to the terms of the Employment Agreement, Mr. Winspear has an initial one-year employment term, which renews annually for subsequent one-year terms. Mr. Winspear is entitled to an annual base salary of $285,000, which will automatically increase to $300,000 upon the timely submission of the Company’s Annual Report on Form 10-K for the year ending December 31, 2026 (the “2026 Annual Report”). Mr. Winspear is eligible for an annual cash incentive bonus based on performance objectives established annually by the Board or the compensation committee of the Board (the “Compensation Committee”).

 

In addition, the Compensation Committee approved, upon Mr. Winspear’s commencement of employment, a grant of 30,000 restricted stock units (the “RSU Grant”) and, upon the timely filing of the 2026 Annual Report, a grant of a stock option to purchase 15,000 shares of Common Stock with an exercise price equal to the fair market value of the Common Stock on the grant date (the “Option Grant” and together with the RSU Grant, the “Equity Awards”), in each case as an inducement award pursuant to Nasdaq Listing Rule 5635(c)(4). Twenty-five percent of the securities underlying the Equity Awards vest on the first anniversary of the applicable grant date, and the remainder vest in 12 equal quarterly installments thereafter, in each case subject to Mr. Winspear’s continued employment.

 

In addition, Mr. Winspear is entitled to participate in any retirement, paid time off, and health and welfare benefit plans, practices, policies and arrangements the Company may offer. Mr. Winspear is also entitled to reimbursement for reasonable business and travel expenses incurred in connection with the performance of his duties.

 

If Mr. Winspear’s employment is terminated by the Company without Cause or he resigns for Good Reason (in each case as defined in the Employment Agreement), he will be entitled to receive (i) 12 months of continued base salary, (ii) any annual cash incentive bonus earned but unpaid, (iii) an amount equal to the target cash incentive bonus for the year of termination, and (iv) continued medical and dental coverage under COBRA for up to 12 months, in each case subject to his execution of a release of claims in favor of the Company and his continued compliance with the restrictive covenants described below.

 

 

 

The Employment Agreement includes customary non-competition, employee and customer non-solicitation, non-disparagement and confidentiality covenants, which apply during Mr. Winspear’s employment and for 12 months following termination. Mr. Winspear will enter into the Company’s standard indemnification agreement for directors and officers.

 

There are no arrangements or understandings between Mr. Winspear and any other person pursuant to which he was appointed as Chief Financial Officer. There are no family relationships between Mr. Winspear and any director or executive officer. Except for his employment relationship with the Company and the compensation arrangements arising in connection therewith, there are no relationships involving Mr. Winspear that are required to be reported pursuant to Item 404(a) of Regulation S-K.

 

The foregoing description of the Employment Agreement does not purport to be complete and is subject to and qualified in its entirety by reference to the complete text of such document, which is attached as Exhibit 10.1 to this Current Report on Form 8-K, and incorporated herein by reference.

Former Chief Financial Officer Transition

 

As previously reported, on July 29, 2026, Shawna Bowin provided notice of her resignation as the Company’s Chief Financial Officer. Ms. Bowin is assisting with the orderly transition of her roles and responsibilities through approximately October 31, 2026, during which time she will serve as Vice President, Finance.

 

Director Resignations

 

Brian Schaffner and Tien Q. Nguyen resigned from the Board effective as of August 26, 2026, and Joseph Hammer resigned from the Board effective as of August 28, 2026. None of the resignations were the result of any disagreement with the Company on any matter relating to its operations, policies or practices.

Chairman of the Board Appointment

Following Mr. Hammer’s resignation, the Board appointed Scott Burell as Chairman of the Board.

Director Appointment

On August 28, 2026, the Board appointed Marc Jarvis to the Board for a term expiring at the Company’s annual meeting of stockholders to be held in 2026 and until his successor has been elected and qualified, or until his earlier death, resignation, or removal.

Mr. Jarvis, age 70, brings more than four decades of executive, management and technical expertise within the oil and gas industry. Mr. Jarvis is a Partner at Cynergy Advisors, LLC (“Cynergy”), a consulting firm providing transaction and investment banking services to clients in the oil and gas industry since 2009. Prior to joining Cynergy Advisors in 2020, Mr. Jarvis served as the Executive Vice President, Exploration & Production, of Falcon V, LLC, a New Orleans-based private equity backed oil and gas company focused on Deep Tuscaloosa assets, from 2016 to 2019. From 2011 to 2015, Mr. Jarvis served as Senior Vice President, Engineering, and later Executive Vice President, Exploration & Production, of Summit Discovery Resources LLC, a wholly owned subsidiary of Sumitomo Corporation of Japan, where he was responsible for managing operations, reservoir engineering and geologic departments overseeing an asset base valued at over $1.8 billion and consisting of 730,000 gross acres. From 2005 to 2011, Mr. Jarvis was the Owner and Manager of Skyline Oil & Gas LLC, a Houston-based exploration and development company that originated joint ventures and service contracts. From 1999 to 2005, Mr. Jarvis served as Director of Engineering & Corporate Planning and Director of Acquisitions at Penn Virginia Oil & Gas Corporation, playing a key role in expanding the Gulf Coast Division, executing over $160 million in acquisitions. Mr. Jarvis holds an A.S. and B.S. in Petroleum Engineering Technology from Oklahoma State University. The Company believes Mr. Jarvis is qualified to serve on the Board because of his extensive investment banking, financial and operational experience in the oil and gas industry.

Mr. Jarvis is eligible to participate in the Company’s standard non-employee director compensation policy.

As previously announced, the Company has entered into an Exploration Agreement relating to an oil and gas exploration opportunity encompassing an area of mutual interest in Eastern Louisiana (the “Exploration Agreement”). The Exploration Agreement reserves overriding royalty interests (“ORRI”) to certain parties, including Cynergy. Mr. Jarvis is a Managing Member and Partner of Cynergy and has an indirect material interest in the Cynergy ORRI.

There was no arrangement or understanding pursuant to which Mr. Jarvis was elected as a director. Except for his indirect material interest in the Cynergy ORRI, there are no related party transactions between the Company and Mr. Jarvis. Mr. Jarvis will enter into the Company’s standard indemnification agreement for directors and officers.

 

 

Item 5.08.Shareholder Director Nominations.

2026 Annual Meeting of Stockholders

The Company expects to hold its 2026 annual meeting of stockholders (the “Annual Meeting”) on November 4, 2026 and expects the record date for the Annual Meeting to be September 15, 2026. The Company will provide additional details regarding the exact time and location of, and the matters to be voted on at, the Annual Meeting in the Company’s proxy statement for the Annual Meeting, which will be filed with the Securities and Exchange Commission (the “SEC”).

Stockholder Proposal and Director Nomination Deadlines

Because the scheduled date of the Annual Meeting represents a change of more than 30 days from the anniversary of the Company’s 2025 annual meeting of stockholders, the deadlines for stockholders to propose actions for consideration or to nominate individuals to serve as directors at the Annual Meeting previously set forth in the Company’s 2025 proxy statement are no longer applicable. Therefore, the Company is providing notice of revised deadlines in connection with the Annual Meeting as set forth below.

Revised Deadline for Rule 14a-8 Stockholder Proposals

Qualified stockholder proposals made pursuant to Rule 14a-8 (“Rule 14a-8”) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), to be presented at the Annual Meeting and included in the Company’s proxy statement and form of proxy relating to that meeting must be received by the Company no later than September 10, 2026, which the Company has determined to be a reasonable time before it expects to begin distributing its proxy materials for the Annual Meeting. Any proposal received after such date will be considered untimely for inclusion in the proxy statement. All proposals submitted pursuant to Rule 14a-8 must comply with the rules and regulations promulgated by the SEC.

Revised Deadline Under Advance Notice Bylaw Provision

The Company’s Amended and Restated Bylaws (the “Bylaws”) include separate advance notice provisions applicable to stockholders desiring to bring nominations for directors or to bring proposals before an annual meeting of stockholders other than pursuant to Rule 14a-8. These advance notice provisions require that, among other things, stockholders give timely written notice to the Company regarding such nominations or proposals and provide the information and satisfy the other requirements set forth in the Bylaws. To be timely, a stockholder who intends to present nominations or a proposal at the Annual Meeting other than pursuant to Rule 14a-8 must provide the information set forth in the Bylaws to the Company no later than September 10, 2026.

Revised Deadline Under Universal Proxy Rules

In addition to satisfying the foregoing requirements, to comply with the universal proxy rules, stockholders who intend to solicit proxies in support of director nominees other than the Company’s nominees must provide notice that sets forth the information required by Rule 14a-19 under the Exchange Act no later than September 10, 2026, which is the later of 60 calendar days prior to the date of the Annual Meeting and the 10th calendar day following public announcement by the Company of the date of the Annual Meeting.

Requirements Applicable to All Proposals

All stockholder proposals or notices provided in compliance with the foregoing deadlines must be received at the Company’s headquarters and addressed to the Company’s Chief Financial Officer at: Expion Energy, Inc., 2025 SW Deerhound Avenue, Redmond, Oregon 97756.

The Company reserves the right to reject, rule out of order, or take other appropriate action with respect to any nomination or proposal that does not comply with these and other applicable requirements.

Item 7.01.Regulation FD Disclosure.

 

On August 27, 2026, the Company issued a press release announcing the appointment of Mr. Winspear as Chief Financial Officer. A copy of the press release is attached hereto as Exhibit 99.1.

 

On August 31, 2026, the Company issued a press release announcing the appointment of Mr. Jarvis as a director. A copy of the press release is attached hereto as Exhibit 99.2.

 

The information provided in this Item 7.01, including Exhibits 99.1 and 99.2, is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Exchange Act, or otherwise subject to the liabilities of that section. Such information shall not be deemed incorporated by reference into any filing of the Company under the Securities Act or the Exchange Act whether made before or after the date hereof, regardless of any general incorporation language in such filing, except as otherwise expressly set forth by specific reference in such filing.

 

 

 

Item 9.01.Financial Statements and Exhibits.

 

(d)Exhibits

 

Exhibit
No.
  Description
10.1*   Employment Agreement, dated August 25, 2026, by and between the Company and Robert Winspear
99.1   Press Release, dated August 27, 2026 (Appointment of Chief Financial Officer)
99.2   Press Release, dated August 31, 2026 (Appointment of Director)
104   Cover Page Interactive Data File (embedded within the inline XBRL document)
     
*   Certain of the schedules (and similar attachments) to this exhibit have been omitted in accordance with Item 601(a)(5) of Regulation S-K. A copy of any omitted schedule (or similar attachment) will be furnished to the Securities and Exchange Commission upon request.

 

 

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

        EXPION ENERGY, INC.
       
Date: August 31, 2026       By:   /s/ Kevin Sellers
        Name:   Kevin Sellers
        Title:   Chief Executive Officer

 

 

Exhibit 99.1

 

Expion Energy Appoints Robert Winspear as Chief Financial Officer

 

Veteran Financial Executive Brings More Than 30 Years of Public Company and Capital Markets Experience

 

REDMOND, OR – August 27, 2026 – Expion Energy, Inc., formerly known as Expion360 Inc. (Nasdaq: XPON) (“Expion” or the “Company”), a leader in energy storage solutions and delivery that is entering the oil and gas sector to capture rising demand driven by power generation needs, industrial growth, and long-term expansion LNG markets, today announced that its Board of Directors has appointed Robert “Bob” Winspear as Chief Financial Officer, effective August 25, 2026. Mr. Winspear succeeds Shawna Bowin, who will remain with the Company through the end of October 2026 to assist with the transition of her roles and responsibilities.

Mr. Winspear has over 30 years of experience as an executive officer and director of both private and public companies. From September 2021 to June 2026, Mr. Winspear served as a director and Chief Financial Officer of Blackboxstocks Inc., including through the completion of its $1 billion merger with REalloys Inc. (Nasdaq: ALOY). Prior to joining Blackboxstocks, Mr. Winspear had been the President of Winspear Investments LLC, a Dallas-based private investment firm specializing in lower middle market transactions. From May 2014 to June 2017, he served as Vice President, Secretary and Chief Financial Officer of Excel Corporation, a credit card processing company (formerly EXCC). Mr. Winspear has served on the boards of several private and public entities, and has led M&A transactions valued in excess of $1.5 billion and capital raising transaction valued in excess of $500 million. Mr. Winspear started his career with Arthur Andersen in Dallas, Texas, and earned a BBA and an MPA from the University of Texas at Austin.

“Bob brings the public company discipline, capital markets experience and transaction expertise that Expion needs as we build a two-platform energy company,” said Kevin Sellers, Chief Executive Officer of Expion Energy. “His experience as both an operator and investor, combined with his background in public company finance, SEC reporting, capital raising and M&A, will be valuable as we advance our oil and gas exploration platform alongside our established lithium battery business. We are excited to have him join the team at this important stage in Expion’s evolution.

“I also want to thank Shawna for her leadership and continued commitment to Expion through this transition,” continued Mr. Sellers. “She has played an important role in strengthening our financial reporting and internal processes, and we appreciate her willingness to remain with the Company through October to help ensure a smooth transition.”

Mr. Winspear added, “Expion is at an important inflection point, with an established battery business and a newly established exploration platform positioned to participate in ever-increasing demand across the energy sector. I have spent more than three decades evaluating, financing and operating businesses across a wide range of industries, and I look forward to working with Kevin, the Board, and the broader team to build the financial foundation necessary to support Expion’s next phase of growth.”

In connection with his appointment as Chief Financial Officer, Mr. Winspear entered into an employment agreement with the Company (the “Winspear Employment Agreement”) effective August 25, 2026.

Pursuant to the terms of the Winspear Employment Agreement, Mr. Sellers is entitled to a base salary and eligible for an annual cash incentive bonus. In addition, the Compensation Committee approved a grant to Mr. Winspear of 30,000 restricted stock units, and a conditional grant of 15,000 stock options, as an inducement award pursuant to Nasdaq Listing Rule 5635(c)(4). Twenty-five percent of the awards will vest on the first anniversary of the grant date, and the remainder will vest in 12 equal quarterly installments thereafter, in each case subject to Mr. Winspear’s continued employment.

About Expion Energy

Expion Energy is entering the oil and gas sector to capture rising demand driven by power generation needs, industrial growth, and long-term expansion of LNG markets. The Company will target opportunistic growth through selective acquisitions and development projects that provide scale, enhance value, and support sustained shareholder value. The Company recently changed its corporate name from “Expion360 Inc.” to “Expion Energy, Inc.” to better align with its expanded energy platform and broadened operating strategy.

Expion Energy is an industry leader in premium lithium iron phosphate (LiFePO4) batteries and accessories for recreational vehicles, marine applications, Light EV and industrial applications. The Company’s lithium-ion batteries feature half the weight of standard lead-acid batteries while delivering three times the power and ten times the number of charging cycles. Expion Energy batteries also feature better construction and reliability compared to other lithium-ion batteries on the market due to their superior design and quality materials. Specially reinforced, fiberglass-infused, premium ABS casing and solid mechanical connections help provide top performance and safety. Expion Energy delivers advanced lithium battery technology that powers every adventure, every mission, for the moments that matter.

Expion Energy is headquartered in Redmond, Oregon.

To learn more about the Company, visit www.expion360.com.

 

 

Forward-Looking Statements

This press release contains “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934, each as amended. Forward-looking statements include all statements that do not relate solely to historical or current facts, including without limitation statements regarding the Company’s business prospects, and can be identified by the use of words such as “may,” “will,” “expect,” “project,” “estimate,” “anticipate,” “plan,” “believe,” “potential,” “should,” “continue” or the negative versions of those words or other comparable words. Forward-looking statements relate to, among other things, statements regarding the transition of the Chief Financial Officer role, and the Company’s strategy, growth initiatives and business prospects, including the development of its oil and gas exploration platform and the continued operation of its lithium battery business. These forward-looking statements are based on information currently available to the Company and its current plans or expectations and are subject to a number of risks and uncertainties that could significantly affect current plans. Should one or more of these risks or uncertainties materialize, or the underlying assumptions prove incorrect, actual results may differ significantly from those anticipated, believed, estimated, expected, intended, or planned. Although the Company believes that the expectations reflected in the forward-looking statements are reasonable, the Company cannot guarantee future results, performance, or achievements. Except as required by applicable law, including the security laws of the United States, the Company does not intend to update any of the forward-looking statements to conform these statements to actual results.

Company Contact:

541-797-6714

Shawna.Bowin@expion360.com

External Investor Relations:

Chris Tyson, Executive Vice President

MZ Group - MZ North America

949-491-8235

XPON@mzgroup.us

www.mzgroup.us

 

 

Exhibit 99.2

 

 

Expion Energy Adds Veteran Oil and Gas Executive Marc Jarvis to Board of Directors

 

Veteran Petroleum Engineer Brings More Than 45 Years of Industry Experience, Specifically Gulf Coast Oil and Gas, to Help Advance the Company’s Platform

 

Expion Positioned at Attractive Entry Point as Louisiana Takes Steps to Become a Major Hub for Hyperscalers as it Secures Large Data Center and Infrastructure Projects and Drives Demand for Natural Gas

 

REDMOND, OR – August 31, 2026 – Expion Energy, Inc., formerly known as Expion360 Inc. (Nasdaq: XPON) (“Expion” or the “Company”), a leader in energy storage solutions and delivery that is entering the oil and gas sector to capture rising demand driven by power generation needs, industrial growth, and long-term expansion of LNG markets, today announced that its Board of Directors has appointed Marc W. Jarvis as a director, effective August 28, 2026.

 

The appointment follows the Company’s recent announcements of the appointments of Kevin Sellers as Chief Executive Officer and Robert “Bob” Winspear as Chief Financial Officer, and the establishment of an oil and gas platform beginning in Eastern Louisiana. The prospect is strategically positioned near hyperscale AI data center development and power demand with direct access to Gulf Coast LNG infrastructure.

 

Mr. Jarvis is a seasoned oil and gas executive who brings more than four decades of executive, management and technical expertise with both public companies and independents within the oil and gas industry, including Deep Tuscaloosa assets in Louisiana. Mr. Jarvis has an extensive background in corporate planning, risk determination, modern portfolio modeling and SEC reserve reporting . He has played key roles in the structuring, valuation, negotiation and closing of more than $2.5 billion dollars of acquisitions and divestitures in the oil and gas sector.

 

Mr. Jarvis is a Partner at Cynergy Advisors, LLC, a consulting firm providing transaction and investment banking services to clients in the oil and gas industry since 2009. Prior to joining Cynergy in 2020, Mr. Jarvis served as the Executive Vice President, Exploration & Production, of Falcon V, LLC, a New Orleans-based private equity backed oil and gas company focused on Deep Tuscaloosa assets, from 2016 to 2019. From 2011 to 2015, Mr. Jarvis served as Senior Vice President, Engineering, and later Executive Vice President, Exploration & Production, of Summit Discovery Resources LLC, a wholly owned subsidiary of Sumitomo Corporation of Japan, where he was responsible for managing operations, reservoir engineering and geologic departments overseeing an asset base valued at over $1.8 billion and consisting of 730,000 gross acres. From 2005 to 2011, Mr. Jarvis was the Owner and Manager of Skyline Oil & Gas LLC, a Houston-based exploration and development company that originated joint ventures and service contracts. From 1999 to 2005, Mr. Jarvis served as Director of Engineering & Corporate Planning and Director of Acquisitions at Penn Virginia Oil & Gas Corporation, playing a key role in expanding the Gulf Coast Division, executing over $160 million in acquisitions. Mr. Jarvis holds an A.S. and B.S. in Petroleum Engineering Technology from Oklahoma State University.

 

“Marc has spent more than four decades doing what Expion is now setting out to do – finding, evaluating, structuring and developing oil and gas assets – and he has performed much of that work along the Gulf Coast,” said Kevin Sellers, Chief Executive Officer of Expion Energy. “Marc has built and led multiple exploration and production companies and those skills will be instrumental to Expion as we seek to unlock value from our platform. As we advance our Eastern Louisiana prospect toward drilling and testing, along with evaluating additional opportunities both within and outside our prospect, Marc’s technical expertise and capital markets experience will make us a more disciplined operator and a stronger acquirer.”

 

Mr. Jarvis added, “The demand backdrop for natural gas in this part of the country is as compelling as I have seen with continued growth of hyperscale data center power demand and Gulf Coast LNG export capacity pulling from the same supply. Both the state of Louisiana and local governments have announced a desire to expand in the LNG market and pursue investments in the hyperscale environment. Major AI and high-performance computing projects in the state have already been announced by large tech firms. We believe commitments from leading technology firms to move core business into the state will only continue to drive increasing demand for natural gas. I have spent a significant portion of my career working Gulf Coast and Deep Tuscaloosa assets, and I believe Expion has established a compelling initial position at an attractive entry point. I look forward to working with Kevin, the Board and the team to build an oil and gas program that is technically rigorous and capital-disciplined.”

 

 

 

About Expion Energy

Expion Energy is entering the oil and gas sector to capture rising demand driven by power generation needs, industrial growth, and long-term expansion of LNG markets. The Company will target opportunistic growth through selective acquisitions and development projects that provide scale, enhance value, and support sustained shareholder value. The Company recently changed its corporate name from “Expion360 Inc.” to “Expion Energy, Inc.” to better align with its expanded energy platform and broadened operating strategy.

Expion Energy is an industry leader in premium lithium iron phosphate (LiFePO4) batteries and accessories for recreational vehicles, marine applications, Light EV and industrial applications. The Company’s lithium-ion batteries feature half the weight of standard lead-acid batteries while delivering three times the power and ten times the number of charging cycles. Expion Energy batteries also feature better construction and reliability compared to other lithium-ion batteries on the market due to their superior design and quality materials. Specially reinforced, fiberglass-infused, premium ABS casing and solid mechanical connections help provide top performance and safety. Expion Energy delivers advanced lithium battery technology that powers every adventure, every mission, for the moments that matter.

Expion Energy is headquartered in Redmond, Oregon.

To learn more about the Company, visit www.expion360.com.

Forward-Looking Statements

This press release contains “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934, each as amended. Forward-looking statements include all statements that do not relate solely to historical or current facts, including without limitation statements regarding the Company’s business prospects, and can be identified by the use of words such as “may,” “will,” “expect,” “project,” “estimate,” “anticipate,” “plan,” “believe,” “potential,” “should,” “continue” or the negative versions of those words or other comparable words. Forward-looking statements relate to, among other things, statements regarding the Company’s strategy, growth initiatives and business prospects, including the development of its oil and gas platform; the demand for natural gas in proximity to the Company’s prospect; the growth of hyperscale data center power demand; the intention of state and local governments to expand investments within the LNG market; and commitments from leading technology firms to invest in the region. These forward-looking statements are based on information currently available to the Company and its current plans or expectations and are subject to a number of risks and uncertainties that could significantly affect current plans. Should one or more of these risks or uncertainties materialize, or the underlying assumptions prove incorrect, actual results may differ significantly from those anticipated, believed, estimated, expected, intended, or planned. Although the Company believes that the expectations reflected in the forward-looking statements are reasonable, the Company cannot guarantee future results, performance, or achievements. Except as required by applicable law, including the security laws of the United States, the Company does not intend to update any of the forward-looking statements to conform these statements to actual results.

Company Contact:

541-797-6714

Robert Winspear

IR@expionenergy.com

 

External Investor Relations:

Chris Tyson, Executive Vice President

MZ Group - MZ North America

949-491-8235

XPON@mzgroup.us

www.mzgroup.us

 

 

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