[Form 4] Upexi, Inc. Insider Trading Activity

Rhea-AI Filing Summary

Bloom Energy Corp. (BE) – Form 144 filing: Insider Daniel Berenbaum has notified the SEC of his intent to sell 8,000 common shares through Morgan Stanley Smith Barney on 24 Jul 2025. The proposed sale is valued at $262,850, implying an indicative price of roughly $32.86 per share.

The filing also discloses that Berenbaum has already disposed of 48,300 shares over the last three months in eight separate transactions, generating aggregate gross proceeds of approximately $1.02 million. Recent sales include 6,000 shares on 9 Jul 2025 ($168k) and 14,889 shares on 21 May 2025 ($276.9k). No relationship to the issuer is specified in the form, and the signer affirms possession of no undisclosed material adverse information.

While Form 144 only signals an intention to sell and not a completed transaction, investors often view continued insider liquidation—especially following significant recent sales—as a potential negative sentiment indicator.

Positive

• None.

Negative

• Insider intends to sell an additional 8,000 BE shares valued at $262,850 on 24 Jul 2025.
• Seller has already liquidated 48,300 shares (~$1.02 M) in the prior three months, indicating a sustained disposal trend.

Insights

Securities Analyst

TL;DR: Continued insider selling totalling >56k shares may pressure sentiment; transaction size small vs. 232 M float.

Form 144 reveals another 8,000-share planned sale after 48,300 shares were already sold in the past quarter. Although the absolute value (~$263k) is immaterial to Bloom Energy’s market cap, persistent insider selling can raise questions about management’s outlook or stock valuation. The float is 232 M shares, so dilution is irrelevant; the issue is signalling. Investors should track whether these sales occur under a 10b5-1 plan and any upcoming earnings catalysts that could explain timing.

Risk Analyst

TL;DR: Pattern of insider disposals elevates perception risk, but no regulatory or operational red flags disclosed.

From a governance-risk standpoint, multiple insider sales over a compressed window can erode investor confidence, especially in pre-profit or high-volatility names like BE. However, the filer certifies no undisclosed adverse information, and the filing itself imposes no operational risk. Impact is therefore reputational, not fundamental, and is moderately negative.

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

MARSHALL ALLAN

(Last) (First) (Middle)

3030 NORTH ROCKY POINT DRIVE

SUITE 420

(Street)

TAMPA FL 33607

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
UPEXI, INC. [ UPXI ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	X	10% Owner
X	Officer (give title below)		Other (specify below)
	Chief Executive Officer

3. Date of Earliest Transaction (Month/Day/Year)
07/11/2025

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock	07/11/2025		P		161,943(1)	A	$4.94	1,046,261	D
Common Stock	07/16/2025		A		1,200,000(2)(3)	A	$0	2,246,261	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

Explanation of Responses:

1. The Reporting Person purchased these shares pursuant to a private placement offering conducted by the Issuer. The Common Stock is being offered pursuant to the exemption from registration under Section 4(a)(2) of the Securities Act of 1933, as amended and Rule 506(b) of Regulation D promulgated thereunder, and applicable state securities laws.

2. Vests in full 30 days from July 1, 2025.

3. The shares of Common Stock reported herein were granted pursuant to the Issuer's Equity Incentive Plan.

Remarks:

	/s/ Allan Marshall	07/24/2025
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

FAQ

What does Bloom Energy's (BE) latest Form 144 disclose?

It signals insider Daniel Berenbaum’s intent to sell 8,000 common shares worth about $262,850 on 24 Jul 2025.

Who is executing the planned BE share sale?

Morgan Stanley Smith Barney LLC, Executive Financial Services, New York.

How many Bloom Energy shares has the insider sold in the last 3 months?

The filing lists 48,300 shares sold between 21 May and 9 Jul 2025, generating roughly $1.02 million.

Does Form 144 guarantee the sale will occur?

No. Form 144 only provides notice of a proposed sale; the insider may choose not to complete it.

What percentage of Bloom Energy’s outstanding shares does 8,000 represent?

With 232,228,606 shares outstanding, the planned sale equals roughly 0.003% of shares outstanding.

Why can insider selling be viewed negatively by investors?

Persistent insider disposals may signal reduced confidence in future share performance, even if not linked to fundamental issues.