[8-K] Upexi, Inc. Reports Material Event

Rhea-AI Filing Summary

Ambev (ABEV) 6-K – 1H25 IFRS figures (BRL):

• Net sales rose 5.6% YoY to R$42.6 bn, driven mainly by Brazil and CAC volumes.
• Gross margin improved 60 bp to 50.7%; operating income up 12.8% to R$10.1 bn, lifting operating margin to 23.7%.
• Net income increased 5.4% to R$6.6 bn; basic EPS R$0.4100 (+5.9%). Effective tax rate 20.3% (-57 bp).
• OCF R$4.25 bn (+4.4%); FCF turned negative as financing outflows (R$12.8 bn) covered R$4.0 bn dividends and R$1.9 bn share buybacks, shrinking cash to R$16.4 bn (-43%).
• Balance sheet: total assets R$142.2 bn (-12.6% vs FY24) largely on FX translation (-R$8.4 bn OCI) and lower cash; equity fell to R$93.2 bn.
• Key events: completion of 155 m-share buyback (R$1.93 bn); two interim dividends totalling R$0.256 per share; SLU Caribbean operations (R$692 m assets) classified as held-for-sale; cash-flow hedge losses R$1.34 bn.
• Leverage remains low (interest-bearing debt R$3.2 bn; Net cash still positive).

Takeaway: Core operations strengthened with higher revenue and margins, but large shareholder returns plus FX hit reduced liquidity and equity. Guidance not provided.

Positive

• Revenue +5.6% YoY and operating income +12.8%, signalling healthy underlying demand and cost control.
• Gross margin up 60 bp to 50.7%, reversing prior compression.
• EPS grew 5.9% to R$0.4100; tax rate improved to 20.3%.
• Cash generation remained strong: OCF R$4.25 bn (+4.4%).
• Completed R$1.93 bn share-buyback and paid R$4.0 bn dividends, enhancing shareholder returns.
• Net cash position maintained despite payouts; leverage low.

Negative

• Cash & equivalents down 43% to R$16.4 bn due to payouts and share repurchases.
• FX translation and hedge losses generated R$8.4 bn OCI loss, cutting equity 6%.
• Financing cash outflow of -R$12.8 bn far exceeded OCF, reducing liquidity headroom.
• Provisions remain high (R$1.02 bn) and possible tax contingencies reach R$102 bn.
• Comprehensive income negative (-R$1.9 bn), reflecting heightened volatility.

Insights

Equity Research Analyst

TL;DR: Solid operating beat, but cash depleted by aggressive payouts and BRL devaluation.

Ambev delivered mid-single digit top-line growth and double-digit EBIT expansion, confirming pricing power and cost discipline across Brazil, LAS and Canada. Gross and operating margins surpassed pre-pandemic levels despite flat volumes. However, R$12.8 bn financing outflow (2× 2024) to fund dividends and the completed buyback cut cash 43% and trimmed equity 6%. Net cash position remains, yet buffer is thinner as FX hedges and translation shaved R$8.4 bn from OCI. With net debt still negligible, the capital return story persists, but investors should watch currency moves, working-capital rebuild and Argentina hyperinflation effects.

Risk & Governance Specialist

TL;DR: FX volatility, tax contingencies and shrinking cash elevate risk profile.

Comprehensive loss (-R$1.9 bn) stemmed from BRL appreciation against LatAm currencies and hedge mark-to-market, underscoring sensitivity to currency swings. Cash now equal to 34% of current liabilities versus 58% at YE24. Provisions stand at R$1.02 bn while ‘possible’ tax contingencies top R$102 bn; no new provisions were booked, yet adverse rulings could pressure future cash. Asset-sale of SLU is modest, but signals ongoing portfolio pruning. Governance positive: no covenant breaches and external review issued unqualified conclusion.

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): July 28, 2025

UPEXI, INC.

(Exact name of registrant as specified in its charter)

Delaware		001-40535		83-3378978
(State or Other Jurisdiction of Incorporation)		(Commission File Number)		(I.R.S. Employer Identification No.)

3030 N. Rocky Point Drive, Suite 420

Tampa, FL 33607

(Address of Principal Executive Offices) (Zip Code)

(727) 287-2800

(Registrant’s telephone number, including area code)

Not Applicable

(Former name or former address, if changed since last report)

_______________________________

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Common Stock, par value $0.00001		UPXI		NASDAQ

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 8.01 Other Events.

On July 28, 2025, Upexi, Inc. (the “Company”) issued a press release announcing it had entered into an equity line agreement with A.G.P./Alliance Global Partners, enabling the Company to sell up to $500 million of the Company’s common stock at the Company’s sole discretion, subject to certain restrictions and closing conditions. Any proceeds from the equity line, which included no commitment fee, will be used for generate corporate purposes and to further the Company’s Solana treasury strategy. A copy of the press release is attached as Exhibit 99.1 to this Current Report on Form 8-K and incorporated by reference herein. 

Additionally, on July 30, 2025, the Company issued a press release announcing that its management will be participating in a fireside chat moderated by Joseph Vafi, Managing Director of Equity Research at Canaccord Genuity LLC on Wednesday August 13, 2025 at the Canaccord Genuity 45^th Annual Growth Conference taking place in Boston, Massachusetts.  

The information in Item 8.01, including Exhibits 99.1 and 99.2 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”), nor shall it be deemed incorporated by reference in any of the Company’s filings under the Securities Act, or the Exchange Act, whether made before or after the date hereof, except as shall be expressly set forth by specific reference to this Report in such filing.

Item 9.01 Financial Statements and Exhibits.

Exhibit No.		Exhibit Description
99.1		Press Release of Upexi, Inc., dated July 28, 2025
99.2		Press Release of Upexi, Inc., dated July 30, 2025
104		Cover Page Interactive Data File (embedded within the Inline XBRL Document)

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

		UPEXI, INC.
Dated: August 1, 2025		/s/ Andrew J. Norstrud
		Name: Andrew J. Norstrud
		Title: Chief Financial Officer

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FAQ

How much did ABEV's revenue grow in the first half of 2025?

Net sales increased 5.6% year-over-year to R$42.6 billion.

What is Ambev’s EPS for 1H25?

Basic earnings per share were R$0.4100, up 5.9% versus 1H24.

How much cash does Ambev hold after the buyback and dividends?

Cash and cash equivalents stood at R$16.4 billion on 30 Jun 2025.

What dividends were declared in 2025 so far?

Two interim dividends of R$0.1276 and R$0.1280 per share (total R$3.998 bn) were approved and paid.

Did Ambev record any major asset sales?

Yes. Caribbean subsidiary SLU (assets R$692 m) was classified as held-for-sale pending transfer to Koscab by 31 Jul 2025.

What is Ambev’s debt position?

Interest-bearing loans and leases total R$3.16 bn; the company remains in a net cash position.