[Form 4] Expion360 Inc. Insider Trading Activity

Rhea-AI Filing Summary

On 07/31/2025, Expion360 Inc. (XPON) filed a Form 4 showing that CEO, interim CFO and director Brian P. Schaffner was granted 43,519 stock options under the company’s 2021 Incentive Award Plan.

The options have a $0.769 exercise price—matching the stock’s closing price when conditionally approved by the board on 04/09/2025—and carry a 10-year term expiring 07/31/2035. Shareholders approved the required plan amendment on 07/31/2025, causing the award to vest in full immediately. Following the grant, Schaffner beneficially owns 43,519 derivative securities; there were no transactions in common shares. The filing represents routine executive compensation with limited dilution and no direct impact on current earnings or cash flow.

Insights

Financial Analyst

TL;DR: Small option grant aligns incentives; immaterial to valuation or liquidity—neutral impact.

The 43,519 options equal a modest stake given XPON’s total shares, so dilution risk is minimal. The strike at market and immediate vesting provides upside motivation but no near-term cash outflow for the company. Because no shares were sold or purchased, trading dynamics remain unchanged. Overall, the event is routine and should not alter valuation models.

Corporate Governance Expert

TL;DR: Grant complies with plan terms; immediate vesting slightly weakens retention incentive—governance impact neutral.

The grant was contingent on shareholder approval of a plan amendment, satisfying procedural transparency. Immediate vesting removes long-term service conditions, but the size is modest and typical for a dual CEO/CFO role. No red flags emerge regarding disclosure or board oversight. Investors may monitor future grants for cumulative dilution.

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

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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^*

Heagen Carson E.

(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)

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

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

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)	$0.769(1)	07/31/2025		A		32,966(2)		07/31/2025	07/31/2035	Common Stock	32,966	$0	32,966	D

Explanation of Responses:

1. The exercise price of the Options (as defined below) was determined based on the closing price of the Issuer's common stock, par value $0.001 per share, on the date the Options were conditionally approved by the compensation committee of the board of directors.

2. Reflects a grant of stock options (the "Options") made to the Reporting Person under the Issuer's 2021 Incentive Award Plan (the "Plan"). The Options were approved by the compensation committee of the board of directors on April 9, 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 Carson E. Heagen	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).
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FAQ

What did XPON disclose in the latest Form 4?

The CEO was granted 43,519 stock options at a $0.769 strike, fully vested on 07/31/2025.

What is the exercise price of the options granted to XPON’s CEO?

The options carry a $0.769 exercise price, equal to the stock’s closing price at board approval.

When do the newly granted XPON options expire?

They expire on 07/31/2035, giving a 10-year exercise window.

Did the options granted to Brian Schaffner vest immediately?

Yes. They vested in full once shareholders approved the plan amendment on 07/31/2025.

How many derivative securities does the XPON CEO now own?

Brian Schaffner now beneficially owns 43,519 derivative securities (stock options).