Expion Energy (XPON) Chairman Joseph D. Hammer Acquires Derivatives

What Happened

• Joseph D. Hammer (served as CEO through the transaction date and now Chairman) reported acquisitions on 2026-08-21 of derivative securities tied to a convertible debenture. The Form 4 shows two reported entries: 4,500 derivative shares at a reported price of $4,500,000.00 each (total reported notional $20,250,000,000) and 1,058,609 derivative/common shares at $0.00 (total $0). These are derivative securities (not a simple open‑market stock buy).
• Footnotes explain the mechanics: the 8% Convertible Debenture due Aug 21, 2029 will automatically convert (subject to shareholder approval and filing of a Certificate of Designation) into up to 4,500 Series A‑1 8% Convertible Preferred Shares (stated value $1,000 per preferred share). Those Preferred Conversion Shares may then convert into up to 1,058,609 common shares based on an initial conversion price of $4.25/share (subject to adjustment). The Warrant is separately exercisable for up to 1,058,609 common shares at $4.25/share and was immediately exercisable; it expires five years after issuance.

Key Details

• Transaction date: 2026-08-21; Form 4 filed: 2026-08-25 (appears later than the usual 2-business-day Form 4 deadline).
• Reported transactions on the Form 4:
  • 4,500 derivative shares @ $4,500,000.00 (reported total $20,250,000,000) — these represent Preferred Conversion Shares per footnotes.
  • 1,058,609 shares @ $0.00 (reported total $0) — related common shares issuable upon conversion/exercise.
• Shares owned after transaction: not specified in the provided filing excerpt.
• Notable footnotes:
  • F1: Hammer served as CEO through the transaction date and remains Chairman.
  • F2/F3: Debenture converts to up to 4,500 preferred shares (stated value $1,000 each) and then into up to 1,058,609 common shares at $4.25/share; debenture matures Aug 21, 2029.
  • F4: Derivatives are held by Five Narrow Lane LP (Hammer may be deemed to beneficially own them).
  • F5/F6: Warrant exercisable for up to 1,058,609 common shares at $4.25/share, immediately exercisable, expires in five years.
• Beneficial ownership limits: the debenture, resulting preferred shares, and the warrant are each subject to a 9.99% beneficial ownership cap.

Context

• These are derivative conversions and warrant rights, not a straight cash market purchase of common stock. The $0.00 per‑share line for the common shares reflects an issuance/conversion reporting convention rather than a free grant of marketable common stock.
• The Form 4 shows a very large reported notional ($20.25B) for the 4,500 preferred-related line; footnotes indicate the preferred shares have a stated value of $1,000 each (total $4.5M) and thereafter convert to common at $4.25/share. The filing mixes conversion mechanics and reported dollar fields — read the footnotes to understand the economic terms.
• Filing timing: the Form 4 was filed four days after the transaction date; that exceeds the usual 2-business-day reporting window and may be noted by regulators or investors reviewing timeliness.

Bottom line: Hammer reported acquiring a convertible debenture and related derivative securities (held via Five Narrow Lane LP) that can convert into up to 1,058,609 common shares; read the filing footnotes for the conversion mechanics and ownership limits.