Expion360 (XPON) Proxy filing summary

Executive summary

• Annual meeting scheduled for November 4, 2026, at 9:00 a.m. Pacific Time in Redmond, Oregon.

• Proxy materials, including the Notice, Proxy Statement, and 2025 Annual Report, are available online.

• Proxies may be voted by internet, phone, or mail until November 3, 2026.

Voting matters and shareholder proposals

• Election of five directors for a one-year term expiring at the 2027 annual meeting.

• Ratification of M & K CPAS, PLLC as independent auditor for the year ending December 31, 2026.

• Approval of Series A-1 8% Convertible Preferred Stock and AIR Preferred Stock under a Securities Purchase Agreement.

• Approval to issue more than 19.99% of outstanding shares upon conversion of preferred stock and exercise of warrants.

• Amendment to increase authorized capital stock to 220,000,000 shares and common stock to 200,000,000 shares.

• Amendment to create 20,000,000 shares of blank check preferred stock.

• Amendment to the 2021 Incentive Award Plan to increase authorized shares by 250,000.

• Authorization for adjournment of the meeting to solicit additional proxies if needed.

Board of directors and corporate governance

• Five director nominees: Scott Burell, Marc Jarvis, George Lefevre, Kevin Sellers, and Steven M. Shum.

• Directors to serve until the 2027 annual meeting or until successors are elected.