[8-K] UPEXI, INC. Reports Material Event

Rhea-AI Filing Summary

Upexi, Inc. (UPXI) reported an organizational update: on October 23, 2025, the company added Jon Najarian to its Advisory Committee. The announcement was made via a press release furnished as Exhibit 99.1.

The company described Najarian as a highly influential finance figure with deep expertise in options trading and market strategy. The information under Item 8.01 is being furnished, not filed, and is not incorporated by reference into other filings except if expressly stated.

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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): October 23, 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 October 23, 2025, Upexi, Inc. (the “Company”) issued a press release announcing that Jon Najarian has been added to the Upexi Advisory Committee. John is a highly influential figure in the world of finance, renowned for his deep expertise in options trading and market 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.

The information in Item 8.01, including Exhibit 99.1 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 October 23, 2025
104		Cover Page Interactive Data File (embedded within the Inline XBRL Document)

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: October 24, 2025		/s/ Andrew J. Norstrud
		Name: Andrew J. Norstrud
		Title: Chief Financial Officer

3

FAQ

What did Upexi (UPXI) announce in this 8-K?

Upexi announced that Jon Najarian has been added to the company’s Advisory Committee.

When did the event occur for Upexi (UPXI)?

The date of the earliest event reported is October 23, 2025.

How was the announcement provided by Upexi (UPXI)?

Through a press release furnished as Exhibit 99.1 under Item 8.01 Other Events.

Who is Jon Najarian per Upexi’s disclosure?

He is described as a highly influential finance figure with deep expertise in options trading and market strategy.

Is the information considered filed under the Exchange Act?

No. It is being furnished and shall not be deemed filed, nor incorporated by reference except as expressly set forth.

Where is Upexi (UPXI) listed?

Its common stock trades on NASDAQ under the symbol UPXI.