Upexi Inc SEC Filings

Upexi, Inc. disclosed insider share activity by Chief Executive Officer and Director Allan Marshall. On 10/01/2025, he was granted 1,600,000 shares of common stock at $0 under the company’s Equity Incentive Plan, vesting quarterly in equal installments over 12 months beginning October 1, 2025. He also made open-market purchases of 100,000 shares at $2.07 on 12/15/2025 and 50,000 shares at $2.07 on 12/16/2025. Following these transactions, Marshall beneficially owns 3,996,261 shares of Upexi common stock directly.

Upexi, Inc. has filed a prospectus covering the potential resale by a single selling stockholder of up to 6,578,948 shares of its common stock. This includes 3,289,474 PIPE Shares already issued in a private investment in public equity (PIPE) and 3,289,474 Warrant Shares issuable upon exercise of warrants at $4.00 per share. Upexi is not selling shares itself and will not receive proceeds from any resale, but would receive cash if the warrants are exercised.

The company reports 63,208,083 shares of common stock outstanding as of December 1, 2025, inclusive of the PIPE Shares, rising to 66,497,557 shares if all warrants are exercised. Upexi describes a strategic shift toward a Solana-focused digital asset treasury, staking approximately 95% of its SOL holdings, and highlights extensive risks tied to crypto regulation, Solana price volatility, CBD-related regulations, operational challenges, and potential Nasdaq listing compliance issues.

Upexi, Inc. is registering up to 6,578,948 shares of common stock for resale by a single PIPE investor, including 3,289,474 PIPE Shares and 3,289,474 shares issuable upon exercise of warrants with a $4.00 per-share exercise price. Upexi is not selling any shares in this offering and will only receive cash if the warrants are exercised, which could total about $13 million if fully exercised.

As of December 1, 2025, Upexi had 63,208,083 shares outstanding, rising to 66,497,557 shares if all PIPE warrants are exercised. The company has shifted its treasury strategy to hold Solana (SOL) as its primary digital asset, staking about 95% of its SOL and not hedging price risk. Upexi highlights extensive risks tied to Solana volatility, potential future regulation, possible classification of Solana as a security or triggering investment-company rules, and the limited liquidity and cybersecurity vulnerabilities of its crypto holdings.

The prospectus also notes significant potential dilution from other securities convertible into common stock, ongoing Nasdaq listing risk, a lack of planned dividends, and business risks in its consumer-products and CBD operations.

Upexi, Inc. (UPXI) director reports open-market share purchase. Director Gene Salkind filed a Form 4 disclosing the purchase of 50,000 shares of Upexi common stock on 11/20/2025 at a price of $2.55 per share. The transaction was coded as a purchase and was executed on the open market.

After this transaction, Salkind is reported to beneficially own 218,750 shares of Upexi common stock through an indirect position. The filing notes that the shares are held via the Marital Trust GST subject U/W/O Leopold Salkind, for which Gene Salkind serves as trustee, so the holdings are treated as indirect ownership.

Upexi, Inc. (UPXI) reported that Chief Financial Officer and director Andrew Norstrud acquired 240,000 shares of common stock on 10/01/2025 in a transaction reported on Form 4. The shares were granted at a stated price of $0 per share as an equity award.

The filing notes that these shares were granted under the issuer's Equity Incentive Plan and are scheduled to vest quarterly in equal installments over 12 months beginning October 1, 2026. Following this grant, Norstrud beneficially owns 649,138 shares of common stock, held directly.

Upexi, Inc. (UPXI) reported insider share purchases by director Gene Salkind. On 11/17/2025, he bought a total of 200,000 shares of common stock in open-market transactions.

He acquired 100,000 shares directly at $2.65 per share, bringing his directly owned stake to 569,470 shares. He also acquired another 100,000 shares at $2.81 per share through the Marital Trust GST subject U/W/O Leopold Salkind, where he serves as trustee, resulting in 168,750 shares of indirect beneficial ownership.

The filing classifies him as a director of Upexi and treats the trust-held shares as indirect ownership because they are controlled in his role as trustee.

Upexi, Inc. furnished an 8‑K announcing results of operations and financial condition for the quarter ended September 30, 2025. The company disclosed these updates via a press release attached as Exhibit 99.1, dated November 11, 2025, under Item 2.02.

The information is being furnished and is not deemed filed under the Exchange Act, nor incorporated by reference except as specifically stated. Upexi’s common stock trades on NASDAQ under the symbol UPXI.

Upexi, Inc. (UPXI) reported a sharp swing to profitability for the quarter ended September 30, 2025, driven by its new Solana-focused treasury strategy. Total revenue was $9,239,745, including $6,083,617 of digital asset revenue from staking. The company recorded an unrealized gain on digital assets of $77,996,124, lifting income from operations to $69,155,275 and net income to $66,748,122. Basic EPS was $1.21 and diluted EPS was $0.76.

Digital assets dominated the balance sheet at fair value of $400,825,831, reflecting approximately 2,066,827 SOL tokens, split between 1,019,605 liquid and 1,047,222 locked, with locked tokens scheduled to unlock through June 30, 2028. Upexi purchased $210,748,910 of SOL during the quarter and ended with total assets of $419,728,167. The company added financing capacity with a $50,000,000 BitGo credit facility and issued $151,169,169 of 2% secured convertible notes due July 16, 2027, convertible at $4.25 per share. Operating cash flow was $(9,780,221), investing cash flow was $(30,344,568), and financing cash flow was $39,386,862, ending cash at $2,237,223.