Upexi CEO awarded 2M restricted stock shares

MARSHALL ALLAN reported acquisition or exercise transactions in this Form 4 filing.

Accepted by SEC EDGAR 07/20/2026 - 05:27 PM EDT Learn about SEC filing dates

Rhea-AI Filing Summary

MARSHALL ALLAN reported acquisition or exercise transactions in this Form 4 filing.

Upexi, Inc. reported that Chief Executive Officer Marshall Allan received a grant of 2,000,000 shares of restricted common stock under the 2019 Incentive Stock Plan. The award vests in four equal installments on October 1, 2026, January 1, 2027, April 1, 2027 and July 1, 2027, subject to continued service, bringing his direct holdings to 6,046,261 shares.

Insider Trade Summary

Grant/Award: 2,000,000 shares

Grant/Award 1 txn

Insider MARSHALL ALLAN

Role Chief Executive Officer

Type	Security	Shares	Price	Value
Grant/Award	Common Stock F1	2,000,000	$0.00	$0.00

Holdings After Transaction: Common Stock — 6,046,261 shares (Direct)

Holdings Before and After: Common Stock, 4,046,261 to 6,046,261 shares (Direct)

Footnotes (1)

1. F1. Represents restricted stock granted pursuant to the Issuer's 2019 Incentive Stock Plan, as amended, that vests in four equal installments on October 1, 2026, January 1, 2027, April 1, 2027 and July 1, 2027, subject to continued service

Key Figures

Restricted shares granted: 2,000,000 shares Shares owned after grant: 6,046,261 shares Grant price per share: 0.0000 per share +1 more

4 metrics

Restricted shares granted 2,000,000 shares Restricted stock award to CEO under 2019 Incentive Stock Plan

Shares owned after grant 6,046,261 shares Direct holdings of CEO following the reported transaction

Grant price per share 0.0000 per share Reported transaction price for the restricted stock award

Vesting installments 4 installments Equal tranches vesting between October 1, 2026 and July 1, 2027

Key Terms

restricted stock, 2019 Incentive Stock Plan, vests

3 terms

restricted stock financial

"Represents restricted stock granted pursuant to the Issuer's 2019 Incentive Stock Plan"

Shares granted to an individual that carry limits on transfer or sale until certain conditions are met, such as staying with the company for a set time or hitting performance targets. Think of them as a locked gift that gradually opens; for investors they matter because they affect how many shares may enter the market later, signal management incentives and potential dilution, and reveal confidence in future company performance.

2019 Incentive Stock Plan financial

"restricted stock granted pursuant to the Issuer's 2019 Incentive Stock Plan, as amended"

vests financial

"stock granted ... that vests in four equal installments on October 1, 2026"

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What insider transaction did Upexi (UPXI) disclose for its CEO?

Upexi disclosed that its CEO, Marshall Allan, received a grant of 2,000,000 shares of restricted common stock under the 2019 Incentive Stock Plan, increasing his direct ownership to 6,046,261 shares after the award.

How many Upexi (UPXI) shares did the CEO receive in this grant?

The CEO received 2,000,000 restricted shares of Upexi common stock. These were granted as a stock award under the company’s 2019 Incentive Stock Plan and are subject to a multi-date vesting schedule tied to continued service.

What is the vesting schedule for the 2,000,000 Upexi (UPXI) restricted shares?

The 2,000,000 restricted shares vest in four equal installments on October 1, 2026, January 1, 2027, April 1, 2027 and July 1, 2027, provided the CEO continues in service through each vesting date.

Did the Upexi (UPXI) CEO pay anything per share for this stock award?

No cash was paid for this award; the grant is recorded at $0.0000 per share. It represents restricted stock issued under Upexi’s 2019 Incentive Stock Plan rather than an open-market purchase.

What are the CEO's total Upexi (UPXI) holdings after the grant?

After the restricted stock grant, the CEO directly holds 6,046,261 shares of Upexi common stock. This figure reflects his ownership position immediately following the 2,000,000-share award reported in the insider transaction.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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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).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

MARSHALL ALLAN

(Last) (First) (Middle)

3030 N ROCKY POINT DRIVE

STE. 420

(Street)

TAMPA FLORIDA 33607

(City) (State) (Zip)

UNITED STATES

(Country)

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

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

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

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
07/03/2026

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

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

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

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	07/03/2026		A		2,000,000(1)	A	$0	6,046,261	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. Represents restricted stock granted pursuant to the Issuer's 2019 Incentive Stock Plan, as amended, that vests in four equal installments on October 1, 2026, January 1, 2027, April 1, 2027 and July 1, 2027, subject to continued service

	/s/ Allan Marshall	07/20/2026
	** 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.
* Form 4: SEC 1474 (03-26)