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

Rhea-AI Filing Summary

Constellation Brands (STZ) – Form 4 insider transaction

Richard Sands, a Director and >10% owner, reported the vesting and automatic conversion (code “M”) of 503 restricted stock units into an equal number of Class A common shares on 07/10/2025. No cash was exchanged (exercise price $0). After the transaction, Sands’ direct holdings rose to 503 shares. He also maintains large indirect positions:

• 188,015 shares through RES Master LLC
• 5,066,666 shares through RES Business Holdings LP
• 1,736,884 shares through SER Business Holdings LP
• 15,720 shares held by his spouse

All outstanding RSUs in this award have now vested; derivative security balance is zero.

The filing reflects routine incentive-plan vesting rather than open-market buying or selling. Given the small share count relative to Sands’ multi-million-share stake and STZ’s ~200 million-share float, the event is unlikely to have a material impact on valuation or market sentiment.

Insights

Securities Analyst

TL;DR: Routine RSU vesting; negligible impact on float or insider sentiment.

The Form 4 discloses the vesting of 503 RSUs by Richard Sands. The M code indicates a conversion, not an open-market trade, so there is no price signal. Post-vesting, Sands retains roughly 7 million shares directly and indirectly, underscoring continued insider alignment but with no incremental purchase. The transaction represents <0.01% of his stake and an immaterial fraction of the company’s float. From a market perspective, the filing is not impactful and should not influence valuation models or liquidity assumptions.

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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 10, 2025

_______________________________

UPEXI, INC.

(Exact name of registrant as specified in its charter)

_______________________________

Nevada		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)

(701) 353-5425

(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 $0.001		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 11, 2025, Upexi, Inc. (the “Company”) issued a press release it has entered into securities purchase agreements with certain accredited investors, qualified purchasers and institutional investors, as well as with Allan Marshall, the Company’s Chief Executive Officer, for the purchase and sale of 12,457,186 shares of common stock (or common stock equivalents in lieu thereof) at a price of $4.00 per share (and at a price of $4.94 per share for management’s participation) for aggregate gross proceeds of approximately $50 million (the “Equity Offering”), before deducting placement agent fees and other offering expenses.   A copy of which is attached as Exhibit 99.1 to this Current Report on Form 8-K and incorporated by reference herein.   

                The information in Item 8.01, including Exhibit 99.1 attached hereto, is being furnished and shall not be deemed “filed” for the 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.

Section 9 – Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits.

Exhibit No.		Exhibit Description
99.1		Press Release of Upexi, Inc., dated July 11, 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: July 14, 2025		/s/ Andrew J. Norstrud
		Name: Andrew J. Norstrud
		Title: Chief Financial Officer

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FAQ

How many Constellation Brands (STZ) shares did Richard Sands acquire?

He received 503 Class A common shares via RSU vesting.

Was cash paid for the newly acquired STZ shares?

No. The RSUs converted at an exercise price of $0.

What is Richard Sands’ total indirect ownership after the transaction?

Indirect holdings total 6,991,285 shares across three entities and his spouse.

Does this Form 4 signal insider buying or selling in the open market?

No. The code “M” denotes a routine conversion of RSUs, not an open-market trade.

Are there remaining derivative securities for this award?

All RSUs reported here have vested; 0 derivative units remain.