Upexi (NASDAQ: UPXI) posts Q3 2026 Solana revenue surge but $109M net loss

Rhea-AI Filing Summary

Upexi reported fiscal third quarter 2026 results showing rapid growth in its Solana-focused treasury business alongside very large non-cash losses. Total revenue for the quarter reached $4.6 million, up from $3.2 million a year earlier, driven by digital asset revenue of $3.5 million. Gross profit was $4.4 million, up 179% year-over-year due to the addition of the digital asset treasury business.

The company recorded a net loss of $109.3 million, or $1.67 per share, compared with a net loss of $3.8 million, or $2.87 per share, largely from $92.3 million of unrealized losses on digital assets and additional realized losses on digital asset activity. Upexi increased cash and cash equivalents to $3.5 million, reduced short-term debt by about $7.6 million, and repurchased roughly 2.9 million shares over nine months. Management states its Solana holdings grew about 9% during the quarter to over two million SOL and estimates that by July 1, 2026, ongoing cash expenses for operations and interest will be less than staking revenue at the current Solana price.

Insights

Digital assets & capital structure analyst

Strong Solana-driven revenue growth is offset by very large non-cash losses and higher leverage.

Upexi is pivoting around a Solana-focused treasury strategy. Quarterly revenue rose to $4.6 million, with digital asset revenue contributing $3.5 million. Gross profit increased 179% year-over-year as the digital asset business scaled, while traditional consumer revenue declined.

The strategy carries significant balance sheet volatility. The quarter included an unrealized loss on digital assets of $92.3 million, plus realized losses on conversions and sales, driving a net loss of $109.3 million and a swing to negative stockholders’ equity of $51.9 million. Convertible notes payable of $181.0 million and short-term treasury debt of $57.3 million highlight a highly leveraged structure tied to Solana valuations.

Management notes Solana holdings increased about 9% during the quarter and estimates that by July 1, 2026, ongoing cash operating and interest expenses will be below staking revenue at the current Solana price. Subsequent filings may show how this estimate tracks against actual results and how digital asset fair values evolve.

Key Figures

Total revenue Q3 2026: $4.6 million Digital asset revenue Q3 2026: $3.5 million Gross profit Q3 2026: $4.4 million +5 more

8 metrics

Total revenue Q3 2026 $4.6 million Quarter ended March 31, 2026; vs $3.2 million prior-year quarter

Digital asset revenue Q3 2026 $3.5 million Quarter ended March 31, 2026

Gross profit Q3 2026 $4.4 million Up 179% year-over-year for quarter ended March 31, 2026

Net loss Q3 2026 $109.3 million Quarter ended March 31, 2026; $1.67 loss per share

Unrealized loss on digital assets Q3 2026 $92.3 million Non-cash fair value adjustment in quarter ended March 31, 2026

Convertible notes payable $181.0 million Balance as of March 31, 2026

Short-term treasury debt $57.3 million Current portion as of March 31, 2026

Stockholders’ equity -$51.9 million Negative equity as of March 31, 2026

Key Terms

digital asset revenue, unrealized losses on digital assets, short term treasury debt, private placement convertible note, +2 more

6 terms

digital asset revenue financial

"Digital asset revenue totaled $3.5 million for the quarter"

unrealized losses on digital assets financial

"This net loss was largely driven by $92.3 million of unrealized losses on digital assets"

Unrealized losses on digital assets are decreases in market value for holdings such as cryptocurrencies and tokens that an investor still owns and has not sold. Like seeing your house price drop on an online listing without having to sell, these losses reduce the paper value on a portfolio or company balance sheet and can affect reported financial health, borrowing capacity and investor confidence until the assets are sold or recover in price.

short term treasury debt financial

"Reduced short term debt by approximately $7.6 million, including approximately $5.4 million in short term treasury debt"

private placement convertible note financial

"Completed $36 million private placement convertible note in exchange for 265,500 locked Solana tokens"

A private placement convertible note is a loan that a company raises from a small group of investors outside the public markets, with the option for the lender to convert the loan into company shares later instead of being repaid in cash. It matters to investors because it combines interest and downside protection like a bond with the potential upside of equity — conversion terms determine future ownership stakes and can dilute existing shareholders or affect claim priority if the company struggles.

registered direct offering financial

"Completed $7.4 million registered direct offering"

A registered direct offering is a way for a company to sell new shares of its stock directly to select investors with regulatory approval. This method allows the company to raise funds quickly and efficiently without needing a public auction, similar to offering exclusive access to a limited number of buyers. For investors, it often provides an opportunity to purchase shares at a favorable price, while giving the company immediate access to capital.

stock-based compensation financial

"Stock-based compensation | | | 3,987,514"

Stock-based compensation is when a company pays employees, directors or consultants with shares or the right to buy shares instead of or in addition to cash. It matters to investors because issuing stock or options spreads ownership thinner (like cutting a pie into more slices), which can reduce each existing share’s claim on profits and can also change reported earnings; investors watch it to assess true cost of running the business and how management is incentivized.

Earnings Snapshot

Total revenue: $4.6 million · Guidance included

Fiscal Q3 2026

Total revenue $4.6 million vs $3.2 million prior-year quarter

Gross profit $4.4 million +179% year-over-year

Net loss $109.3 million vs $3.8 million prior-year quarter

Digital asset revenue $3.5 million new Solana treasury business contribution

Guidance

Management estimates that by July 1, 2026, ongoing cash expenses for operations and interest will be less than treasury staking revenue at the current Solana price.

Understanding 8-K Material Events →

EXHIBIT 99.1

Upexi Reports Fiscal Third Quarter 2026 Financial Results

Solana Tokens Held Increased During the Quarter by ~189,000 or 9% (35% Annualized)

Digital Asset Revenue Totaled $3.5 Million for the Quarter

Conference Call Scheduled for Today, May 12, 2026, at 5:30 p.m. Eastern Time

TAMPA, Fla., May 12, 2026— Upexi, Inc. (NASDAQ: UPXI) (the “Company” or “Upexi”), a leading Solana-focused digital asset treasury company and consumer brands owner, today announced its financial results for the fiscal third quarter ended March 31, 2026.

“This quarter’s results reflect diligently executing against our digital asset treasury strategy of accumulating SOL on an accretive per-share basis and maintaining a flexible capital structure that positions us to pursue opportunities as they emerge,” said Allan Marshall, Chief Executive Officer of Upexi. “During the quarter, we grew the number of SOL held in our treasury by 9%, increased the number of tokens generated from staking, and repurchased approximately 2.5 million Upexi shares in the open market, all of which increased our Solana per share. Solana's best-in-class performance, costs, and institutional adoption gives us conviction that we are building long-term shareholder value around the network that we believe will revolutionize global finance.”     

Financial Highlights for the Quarter Ended March 31, 2026

	·	Total revenue for the quarter was approximately $4.6 million, compared to $3.2 million for the same quarter ended March 31, 2025.
	·	Gross profit totaled $4.4 million, up 179% year-over-year, due to the addition of the digital asset treasury business.
	·	Net loss totaled $109.3 million, or $1.67 per share, compared to a net loss of $3.8 million, or $2.87 per share, for the quarter ended March 31, 2025. This net loss was largely driven by $92.3 million of unrealized losses on digital assets, reflecting non-cash quarter-end fair value adjustments.
	·	Cash and cash equivalents increased to $3.5 million as of March 31, 2026.
	·	Reduced short term debt by approximately $7.6 million, including approximately $5.4 million in short term treasury debt.

Operational and Other Highlights During and Subsequent to the Quarter

	·	In the nine months ended March 31, 2026, the Company repurchased and retired 2,894,287 shares of Upexi common stock under the current repurchase program.
	·	Completed $36 million private placement convertible note in exchange for 265,500 locked Solana tokens.
	·	Completed $7.4 million registered direct offering.
	·	Reduced ongoing operational costs, including the reduction of the employee count to 10 employees, the elimination of a warehouse lease and the elimination of several other general and administrative costs.
	·	Management estimates that by July 1, 2026, the ongoing cash expenses for operations and interest will be less than the treasury’s staking revenue at the current price of Solana.

The Company’s Quarterly Report on Form 10-Q for this period is available on the SEC’s website and on Upexi’s IR website.

Conference Call Information

Event:	Fiscal Third Quarter 2026 Earnings Call
Date:	Tuesday, May 12, 2026
Time:	5:30 p.m. ET
Live Call:	1-877-407-9716 (U.S. Toll-Free) or 1-201-493-6779 (International)
Webcast	https://ir.upexi.com/news-events/ir-calendar

For interested individuals unable to join the conference call, a dial-in replay of the call will be available until May 26, 2026, and can be accessed by dialing 1-844-512-2921 (U.S. Toll Free) or 1-412-317-6671 (International) and entering replay pin number: 13760532.

About Upexi, Inc.

Upexi, Inc. (Nasdaq: UPXI) is a leading digital asset treasury company, where it aims to acquire and hold as much Solana (SOL) as possible in a disciplined and accretive fashion. In addition to benefiting from the potential price appreciation of Solana - the cryptocurrency of the leading high-performance blockchain - Upexi utilizes three key value accrual mechanisms in intelligent capital issuance, staking, and discounted locked token purchases. The Company operates in a risk-prudent fashion to position itself for any market environment and to appeal to investors of all kinds, and it currently holds over two million SOL. Upexi also continues to be a brand owner specializing in the development, manufacturing, and distribution of consumer products. Please see www.upexi.com for more information.

Follow Upexi on X - https://x.com/upexitreasury

Follow CEO, Allan Marshall, on X - https://x.com/upexiallan

Follow CSO, Brian Rudick, on X - https://x.com/thetinyant

Forward-Looking Statements

This news release contains "forward-looking statements" as that term is defined in Section 27A of the United States Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. Statements in this press release which are not purely historical are forward-looking statements and include any statements regarding beliefs, plans, expectations, or intentions regarding the future. For example, the Company is using forward looking statements when it discusses the anticipated use of proceeds. Actual results could differ from those projected in any forward-looking statements due to numerous factors. Such factors include, among others, the inherent uncertainties associated with business strategy, potential acquisitions, revenue guidance, product development, integration, and synergies of acquiring companies and personnel. These forward-looking statements are made as of the date of this news release, and we assume no obligation to update the forward-looking statements, or to update the reasons why actual results could differ from those projected in the forward- looking statements. Although we believe that the beliefs, plans, expectations, and intentions contained in this press release are reasonable, there can be no assurance that such beliefs, plans, expectations or intentions will prove to be accurate. Investors should consult all of the information set forth herein and should also refer to the risk factors disclosure outlined in our annual report on Form 10-K and other periodic reports filed from time-to-time with the Securities and Exchange Commission.

Company Contact

Brian Rudick, Chief Strategy Officer

Email: brian.rudick@upexi.com

Phone: (203) 442-5391

Investor Contact

KCSA Strategic Communications

Valter Pinto or Jack Perkins

Upexi@KCSA.com

UPEXI, INC.

CONDENSED CONSOLIDATED BALANCE SHEETS (UNAUDITED)

		March 31,				June 30,
		2026				2025
ASSETS
Current assets
Cash		$	3,482,847			$	2,975,150
Accounts receivable, net			496,393				157,515
Inventory, net			215,237				1,152,870
Due from VitaMedica transition			336,239				228,017
Prepaid expenses and other receivables			990,957				350,836
Current digital assets at fair value			114,942,784				49,913,655
Purchase price receivable - VitaMedica			1,340,000				2,000,000
Total current assets			121,804,457				56,778,043
Property and equipment, net			241,215				2,052,573
Intangible assets, net			855,543				163,113
Goodwill			673,854				848,854
Deferred tax asset			5,948,858				5,948,858
Digital assets at fair value, net of current			69,960,104				56,083,525
Other assets			178,589				192,123
Right-of-use asset, net			711,063				1,739,755
Total noncurrent assets			78,569,226				67,028,801
Total assets		$	200,373,683			$	123,806,844
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities
Accounts payable		$	288,722			$	1,039,370
Accrued compensation			4,506,613				3,470,296
Deferred revenue			2,324				13,155
Accrued liabilities			2,166,822				356,064
Accrued interest			2,268,473				792,449
Acquisition payable			260,652				260,652
Current portion of promissory notes			-				560,000
Short-term treasury debt			57,295,723				20,000,000
Current portion of Cygnet subsidiary notes payable			3,694,721				5,380,910
Current portion of operating lease payable			339,669				691,010
Total current liabilities			70,823,719				32,563,906
Operating lease payable, net of current portion			437,077				1,145,440
Convertible notes payable			181,031,073				-
Total long-term liabilities			181,468,150				1,145,440
Stockholders' equity
Preferred stock, $0.00001 par value, 10,000,000 shares authorized, and 150,000 shares issued and outstanding			2				2
Common stock, $0.00001 par value, 1,000,000,000 shares authorized, 66,895,799 and 38,270,571 shares issued, as of March 31, 2026 and June 30, 2025, respectively			669				383
Additional paid in capital			230,145,603				150,640,935
Accumulated deficit			(282,064,460	)			(60,543,822	)
Total stockholders' equity			(51,918,186	)			90,097,498
Total liabilities and stockholders' equity		$	200,373,683			$	123,806,844

UPEXI, INC.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED)

		Three Months Ended March 31,								Nine Months Ended March 31,
		2026				2025				2026				2025
Revenue
Revenue		$	1,050,667			$	3,160,480			$	7,115,322			$	11,522,487
Digital asset revenue			3,506,432				-				14,733,562				-
Total revenue			4,557,099				3,160,480				21,848,884				11,522,487
Cost of revenue			206,365				1,601,374				2,503,991				4,059,207
Gross profit			4,350,734				1,559,106				19,344,893				7,463,280
Operating expenses
Sales and marketing			553,300				1,039,299				2,536,696				3,030,687
Distribution costs			588,652				990,049				2,400,449				3,722,196
General and administrative			4,931,678				2,642,654				19,711,672				5,558,934
Unrealized loss on digital assets			92,307,488				5,268				178,806,383				5,268
Realized loss on digital asset revenue conversion to USD			1,887,472				-				2,229,071				-
Realized loss on sale of digital assets			6,773,418				-				6,773,418				-
Stock-based compensation			3,987,514				521,353				18,044,585				695,229
Amortization of acquired intangible assets			19,190				19,191				57,570				57,571
Impairment on assets from manufacturing shut down			-				-				1,422,289				-
Depreciation			88,289				198,519				358,579				658,986
Lease Impairment (gain on settlement)			-				(269,994	)			-				(269,994	)
			111,137,001				5,146,339				232,340,712				13,458,877
Loss from operations			(106,786,267	)			(3,587,233	)			(212,995,819	)			(5,995,597	)
Other expense, net
Interest expense, net			(3,683,334	)			(245,103	)			(9,987,426	)			(763,626	)
Other income, net			1,125,771				676				1,462,607				676
Other expense, net			(2,557,563	)			(244,427	)			(8,524,819	)			(762,950	)
Loss on operations before income tax			(109,343,830	)			(3,831,660	)			(221,520,638	)			(6,758,547	)
Income tax benefit (expense)			-				-				-				-
Net loss		$	(109,343,830	)		$	(3,831,660	)		$	(221,520,638	)		$	(6,758,547	)
Basic loss per share:
Loss per share		$	(1.67	)		$	(2.87	)		$	(3.66	)		$	(5.92	)
Diluted loss per share:
Loss per share		$	(1.67	)		$	(2.87	)		$	(3.66	)		$	(5.92	)
Basic weighted average shares outstanding			65,506,837				1,336,373				60,522,907				1,140,995
Fully diluted weighted average shares outstanding			65,506,837				1,336,373				60,522,907				1,140,995

FAQ

How did Upexi (UPXI) perform in its fiscal Q3 2026?

Upexi reported total revenue of about $4.6 million in fiscal Q3 2026, up from $3.2 million a year earlier. However, a large unrealized loss on digital assets led to a net loss of $109.3 million, or $1.67 per share.

What was Upexi’s digital asset revenue in fiscal Q3 2026?

Digital asset revenue reached $3.5 million in fiscal Q3 2026. This new Solana-focused treasury business was the main driver of overall revenue growth and contributed to gross profit increasing 179% year-over-year for the quarter ended March 31, 2026.

Why was Upexi’s net loss so large in fiscal Q3 2026?

The net loss of $109.3 million was largely driven by $92.3 million of unrealized losses on digital assets. Additional realized losses on digital asset revenue conversion and sales also contributed, reflecting fair value adjustments tied to Solana prices during the quarter.

How much Solana exposure does Upexi (UPXI) report holding?

Upexi states it currently holds over two million Solana (SOL) tokens. During fiscal Q3 2026, management reports that the number of SOL held in its treasury increased by about 9%, supported by staking and capital deployment around its digital asset treasury strategy.

What cost and debt reduction steps did Upexi take in 2026?

Upexi reduced short-term debt by roughly $7.6 million, including about $5.4 million in short-term treasury debt, and cut ongoing operational costs. Actions included lowering headcount to 10 employees and eliminating a warehouse lease and several other general and administrative expenses.

What guidance did Upexi give about staking revenue and expenses?

Management estimates that by July 1, 2026, ongoing cash expenses for operations and interest will be less than treasury staking revenue at the current Solana price. This indicates a goal of having staking income cover core cash costs under existing market conditions.

How did share repurchases affect Upexi’s capital structure in 2026?

In the nine months ended March 31, 2026, Upexi repurchased and retired 2,894,287 common shares under its program. Management also highlighted approximately 2.5 million shares repurchased in the open market during the quarter, aiming to increase Solana holdings per share.

Filing Exhibits & Attachments

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