[Form 4] Expion360 Inc. Insider Trading Activity

Rhea-AI Filing Summary

Expion360 (XPON) Form 4 filed 1-Aug-25 details insider equity awards to director Tien Q. Nguyen. On 31-Jul-25 Nguyen received 5,000 restricted stock units that vested immediately; each RSU converts into one common share at no cost. The filing also discloses a simultaneous grant of 5,000 stock options exercisable at $0.9329, the board-approved closing price. The options vested in full on the grant date and expire 31-Jul-35.

Post-transaction, the director’s beneficial ownership totals 10,122 shares/equivalents: 122 shares held outright, 5,000 vested RSUs and 5,000 option shares exercisable within 60 days. No dispositions or cash purchases occurred.

The grants were enabled by shareholder approval of an increase in shares available under the 2021 Incentive Award Plan. While the aggregate 10,000 new rights are modest versus XPON’s float, they signal tighter director-company alignment and introduce a small potential dilution over time.

Positive

• Director increased beneficial ownership by 10,000 share equivalents with no sales, suggesting confidence and alignment.
• Equity awards approved by shareholders, reflecting transparent governance and plan compliance.

Negative

• Potential dilution of up to 10,000 shares, albeit modest relative to float.
• Zero-cost RSUs may raise questions about pay-for-performance linkage.

Insights

Securities Analyst

TL;DR: Director awarded 5k RSUs & 5k options; no sales—modest, largely neutral insider signal.

The filing shows a clean equity award with immediate vesting, bringing Nguyen’s total potential stake to just over 10 k shares. Because the RSUs and options were granted—not purchased—the transaction does not convey incremental bullish conviction through capital outlay, yet it removes any overhang of insider selling. At roughly a $1 strike, option dilution is minimal for a micro-cap. Market impact should be negligible unless additional insider accumulation follows.

Corporate Governance Expert

TL;DR: Awards align director incentives; shareholder-approved plan mitigates governance risk.

The board conditioned option issuance on stockholder approval of a plan amendment, signaling procedural rigor. Full-vesting RSUs and options add ‘skin in the game,’ enhancing alignment but slightly increasing dilution. Given the small quantity, governance implications are benign; oversight appears adequate.

SEC Form 4

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
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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).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Nguyen Tien Quoc

(Last) (First) (Middle)

2025 SW DEERHOUND AVE

(Street)

REDMOND OR 97756

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Expion360 Inc. [ XPON ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director		10% Owner
	Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
07/31/2025

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
Common Stock	07/31/2025		A		5,000(1)	A	$0.00	10,122(2)	D

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
Stock Option (Right to Buy)	$0.9329(3)	07/31/2025		A		5,000(4)		07/31/2025	07/31/2035	Common Stock	5,000	$0	5,000	D

Explanation of Responses:

1. Reflects a grant of restricted stock units ("RSUs") made to the Reporting Person under the Issuer's 2021 Incentive Award Plan (the "Plan"). Each RSU represents a contingent right to receive one share of the Issuer's common stock, par value $0.001 per share ("Common Stock"). The RSUs vested in full on July 31, 2025.

2. Includes (i) 122 shares of Common Stock, (ii) 5,000 RSUs, which were granted to the Reporting Person on July 31, 2025 as reported herein, and (iii) 5,000 shares of Common Stock, which the Reporting Person has the right to acquire upon the exercise of stock options exercisable within 60 days of July 31, 2025.

3. The exercise price of the Options (as defined below) was determined based on the closing price of the Common Stock on the date the Options were conditionally approved by the board of directors.

4. Reflects a grant of stock options (the "Options") made to the Reporting Person under the Plan. The Options were approved by the board of directors on April 28, 2025, subject to stockholder approval of an increase in the number of shares available for issuance under the Plan under which the Options were granted (the "Plan Amendment"). The Plan Amendment was approved by stockholders on July 31, 2025. The Options vested in full and became immediately exercisable on July 31, 2025.

	/s/ Brian Schaffner, Attorney-in-Fact for Tien Q. Nguyen	08/01/2025
	** 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.

FAQ

What did XPON director Tien Q. Nguyen report on Form 4 filed 1-Aug-25?

He received 5,000 RSUs and 5,000 stock options that vested immediately on 31-Jul-25.

How many XPON shares does Nguyen own after the transaction?

The filing shows 10,122 total share equivalents (122 shares, 5,000 RSUs, 5,000 options).

What is the exercise price of the new XPON options?

Each option is exercisable at $0.9329 per share.

When do Nguyen’s XPON options expire?

The options expire on 31-Jul-2035.

Does the Form 4 disclose any insider selling of XPON stock?

No; the filing only reports equity grants with no dispositions.