CFO — Robert Winspear: The filing discloses the appointment of an external candidate as Chief Financial Officer, which is a significant management addition but not a departure.

Regulation FD Disclosure. On August 24, 2026, the Company issued (i) a press release announcing the initial closing of the Private Placement, and (ii) a separate press release announcing the Company’s acquisition of the oil and gas exploration opportunity and the appointment of Mr. Sellers as Chief Executive Officer and a member of the Board. Copies of the press releases are attached hereto as Exhibit 99.1 and Exhibit 99.2, respectively. The information provided in this Item 7.01, including E…

in this Current Report. Pursuant to the Purchase Agreement, subject to the Company receiving Shareholder Approval, the Purchasers may also elect to purchase additional shares of the Company’s convertible preferred stock (the “AIR Preferred Stock”) with an aggregate stated value of up to $91,000,000, representing up to 91,000 shares of AIR Preferred Stock (the “Additional Investment Right”). At each additional closing of the sale of AIR Preferred Stock pursuant to an exercise of the Additional…

CEO — Joseph Hammer: The CEO is resigning but an immediate successor (Kevin Sellers) has been appointed, constituting an orderly succession rather than a sudden loss of leadership.

of this Current Report, including Exhibit 99.1 attached hereto, is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (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 of 1933, as amended, or the Exchange Act, whether made before or after the date hereof, regardless of any…

Chief Financial Officer — Shawna Bowin: Resigned due to personal reasons.

Chief Operating Officer — Carson Heagen: Resigned due to personal reasons.

of this Current Report, including Exhibit 99.1 attached hereto, is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (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 of 1933, as amended, or the Exchange Act, whether made before or after the date hereof, regardless of any…

of this Current Report, including Exhibit 99.1 attached hereto, is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (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 of 1933, as amended, or the Exchange Act, whether made before or after the date hereof, regardless of any…

Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing. On January 29, 2026, Expion360 Inc. (the “Company”) received a staff determination (the “Staff Determination”) from the Nasdaq Listing Qualifications department (the “Staff”) of The Nasdaq Stock Market (“Nasdaq”) stating that the bid price of the Company’s common stock, par value $0.001 per share (the “Common Stock”), had closed below the $1.00 minimum required by Nasdaq Listing Rule 5550(a)(2…

of this Current Report, including Exhibit 99.1 attached hereto, is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, 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 of 1933, as amended, whether made before or after the date hereof, regardless of any general incorporation language in such fil…

Entry into a Material Definitive Agreement. On December 12, 2025, Expion360 Inc. (the “ Company ”) entered into an At-The-Market Issuance Sales Agreement (the “ Sales Agreement ”) with Aegis Capital Corp. acting as sales agent (the “ Sales Agen t”), pursuant to which the Company may offer and sell, from time to time, up to an aggregate offering price of $15.0 million of shares (the “ Placement Shares ”) of its common stock, $0.001 par value per share (the “ Common Stock ”), through the Sales…

of this Current Report, including Exhibit 99.1 attached hereto, is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (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 of 1933, as amended, or the Exchange Act, whether made before or after the date hereof, regardless of any…

Unregistered Sales of Equity Securities. The information set forth in

Entry into a Material Definitive Agreement. Execution of Securities Purchase Agreement and Pre-Funded Warrant On October 16, 2025, Expion360 Inc. (the “ Company ”) entered into a securities purchase agreement (the “ Purchase Agreement ”) with two institutional investors pursuant to which the Company agreed to sell in a private placement (the “ Private Placement ”) an aggregate of (i) 613,077 shares (the “ Shares ”) of common stock, par value $0.001 per share, of the Company (“ Common Stock ”)…

Chief Executive Officer — Brian Schaffner: Brian Schaffner resigned as Chief Executive Officer with no immediate successor.

Chief Financial Officer — Shawna Bowin: Brian Schaffner is resigning from his role as Interim Chief Financial Officer, and Shawna Bowin has been promoted to Chief Financial Officer.

Entry into a Material Definitive Agreement. Warrant Inducement As previously announced, on August 14, 2025, Expion360 Inc. (the “ Company ”) entered into inducement offer letter agreements (the “ Inducement Letters ”) with (i) the holders of a substantial majority of the Company’s outstanding Series A warrants to purchase shares of the Company’s common stock, par value $0.001 per share (“ Common Stock ”), issued on August 8, 2024 (the “ Series A Warrants ”), and (ii) all of the holders of the…

Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing. On August 20, 2025, the Company received a notification letter (the “ Notice ”) from the Nasdaq Listing Qualifications department of The Nasdaq Stock Market (“ Nasdaq ”) notifying the Company that the stockholders’ equity balance reported in the Q2 Quarterly Report was below the $2.5 million required minimum for continued listing on the Nasdaq Capital Market as set forth in Nasdaq Listing Rule…

Entry into a Material Definitive Agreement. On August 14, 2025, in order to raise cash proceeds and simplify its capitalization structure, Expion360 Inc. (the “Company”) entered into an inducement offer letter agreement (the “Inducement Letter”) with (a) the holders of a substantial majority of the Company’s existing outstanding Series A warrants (the “August Series A Warrants”) to purchase shares of the Company’s common stock, par value $0.001 per share (“Common Stock”), issued on August 8,…

Material Modification to Rights of Security Holders. The information contained in

Results of Operations and Financial Condition. On August 13, 2025, Expion360 Inc. (the “Company”) issued a press release announcing its financial results for the fiscal quarter ended June 30, 2025. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K (this “Current Report”). The Company plans to hold a conference call regarding its financial results. The conference call will be accompanied by the presentation deck (the “Presentation”) furnished as Exhibi…

of this Current Report, including Exhibit 99.1 attached hereto, is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (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 of 1933, as amended, or the Exchange Act, whether made before or after the date hereof, regardless of any…

Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing. On July 1, 2025, Expion360 Inc. (the “Company”) received a staff determination (the “Staff Determination”) from the Nasdaq Listing Qualifications department (the “Staff”) of The Nasdaq Stock Market (“Nasdaq”) stating that the bid price of the Company’s common stock, par value $0.001 per share (the “Common Stock”), had closed below the $1.00 minimum required by Nasdaq Listing Rule 5550(a)(2) fo…

Results of Operations and Financial Condition On May 15, 2025, Expion360 Inc. (the “Company”) issued a press release announcing its financial results for the fiscal quarter ended March 31, 2025. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K (this “Current Report”). The Company plans to hold a conference call regarding its financial results. The conference call will be accompanied by the presentation deck (the “Presentation”) furnished as Exhibit 9…