Welcome to our dedicated page for Upexi SEC filings (Ticker: UPXI), a comprehensive resource for investors and traders seeking official regulatory documents including 10-K annual reports, 10-Q quarterly earnings, 8-K material events, and insider trading forms.
Upexi, Inc. filings document the regulatory record of a public company operating a Solana-focused digital asset treasury alongside a consumer brands business. The disclosures address treasury strategy, consumer products operations, financial reporting, capital-structure matters, and material events reported on Form 8-K.
The company’s SEC materials include definitive proxy disclosures on director elections, corporate governance, board committees, executive compensation, beneficial ownership, and auditor ratification. Other filings cover earnings communications, investor-event disclosures, material agreements, share-related capital actions, and risk and governance subjects tied to Upexi’s digital asset and consumer products activities.
Upexi, Inc. is registering up to 6,578,948 shares of common stock for resale by a single PIPE investor, including 3,289,474 PIPE Shares and 3,289,474 shares issuable upon exercise of warrants with a $4.00 per-share exercise price. Upexi is not selling any shares in this offering and will only receive cash if the warrants are exercised, which could total about $13 million if fully exercised.
As of December 1, 2025, Upexi had 63,208,083 shares outstanding, rising to 66,497,557 shares if all PIPE warrants are exercised. The company has shifted its treasury strategy to hold Solana (SOL) as its primary digital asset, staking about 95% of its SOL and not hedging price risk. Upexi highlights extensive risks tied to Solana volatility, potential future regulation, possible classification of Solana as a security or triggering investment-company rules, and the limited liquidity and cybersecurity vulnerabilities of its crypto holdings.
The prospectus also notes significant potential dilution from other securities convertible into common stock, ongoing Nasdaq listing risk, a lack of planned dividends, and business risks in its consumer-products and CBD operations.
Upexi, Inc. (UPXI) director reports open-market share purchase. Director Gene Salkind filed a Form 4 disclosing the purchase of 50,000 shares of Upexi common stock on 11/20/2025 at a price of $2.55 per share. The transaction was coded as a purchase and was executed on the open market.
After this transaction, Salkind is reported to beneficially own 218,750 shares of Upexi common stock through an indirect position. The filing notes that the shares are held via the Marital Trust GST subject U/W/O Leopold Salkind, for which Gene Salkind serves as trustee, so the holdings are treated as indirect ownership.
Upexi, Inc. (UPXI) reported that Chief Financial Officer and director Andrew Norstrud acquired 240,000 shares of common stock on 10/01/2025 in a transaction reported on Form 4. The shares were granted at a stated price of $0 per share as an equity award.
The filing notes that these shares were granted under the issuer's Equity Incentive Plan and are scheduled to vest quarterly in equal installments over 12 months beginning October 1, 2026. Following this grant, Norstrud beneficially owns 649,138 shares of common stock, held directly.
Upexi, Inc. (UPXI) reported insider share purchases by director Gene Salkind. On 11/17/2025, he bought a total of 200,000 shares of common stock in open-market transactions.
He acquired 100,000 shares directly at $2.65 per share, bringing his directly owned stake to 569,470 shares. He also acquired another 100,000 shares at $2.81 per share through the Marital Trust GST subject U/W/O Leopold Salkind, where he serves as trustee, resulting in 168,750 shares of indirect beneficial ownership.
The filing classifies him as a director of Upexi and treats the trust-held shares as indirect ownership because they are controlled in his role as trustee.
Upexi, Inc. furnished an 8‑K announcing results of operations and financial condition for the quarter ended September 30, 2025. The company disclosed these updates via a press release attached as Exhibit 99.1, dated November 11, 2025, under Item 2.02.
The information is being furnished and is not deemed filed under the Exchange Act, nor incorporated by reference except as specifically stated. Upexi’s common stock trades on NASDAQ under the symbol UPXI.
Upexi, Inc. (UPXI) reported a sharp swing to profitability for the quarter ended September 30, 2025, driven by its new Solana-focused treasury strategy. Total revenue was $9,239,745, including $6,083,617 of digital asset revenue from staking. The company recorded an unrealized gain on digital assets of $77,996,124, lifting income from operations to $69,155,275 and net income to $66,748,122. Basic EPS was $1.21 and diluted EPS was $0.76.
Digital assets dominated the balance sheet at fair value of $400,825,831, reflecting approximately 2,066,827 SOL tokens, split between 1,019,605 liquid and 1,047,222 locked, with locked tokens scheduled to unlock through June 30, 2028. Upexi purchased $210,748,910 of SOL during the quarter and ended with total assets of $419,728,167. The company added financing capacity with a $50,000,000 BitGo credit facility and issued $151,169,169 of 2% secured convertible notes due July 16, 2027, convertible at $4.25 per share. Operating cash flow was $(9,780,221), investing cash flow was $(30,344,568), and financing cash flow was $39,386,862, ending cash at $2,237,223.
Upexi, Inc. filed a Rule 424(b)(3) prospectus registering up to 48,026,410 shares of common stock for resale by selling stockholders. This includes 12,457,186 PIPE Shares issued under Purchase Agreements dated July 11, 2025, and 35,569,224 shares issuable upon conversion of $151,169,169 aggregate principal amount of Secured Convertible Notes dated July 16, 2025. The company is not selling shares in this offering and will not receive proceeds from sales by the selling stockholders. The stock trades on Nasdaq as UPXI.
“The Offering” section notes 58,888,756 shares outstanding prior to the offering and 94,457,980 shares assuming full note conversion, each as of September 30, 2025. Key risks highlighted include reliance on automatic effectiveness under Section 8(a), no expected dividends, and extensive disclosures on Upexi’s Solana-focused treasury strategy, including digital asset price volatility, potential securities-law and 1940 Act considerations, staking, custody and cybersecurity, and evolving CBD industry regulations.
Upexi, Inc. filed a resale prospectus registering up to 83,333,333 shares of common stock for potential sale from time to time by A.G.P./Alliance Global Partners under a common stock purchase agreement. These shares may be issued to the investor at 95% of the VWAP on a purchase date, subject to agreement terms.
Upexi will not receive proceeds from the Selling Stockholder’s resales. Separately, under the purchase agreement, the company may elect to sell shares to the investor for up to $500,000,000 in aggregate gross proceeds, subject to conditions including an effective registration statement and the Exchange Cap limiting issuances to approximately 19.99% of shares outstanding immediately prior to the agreement unless stockholders approve more.
The company has reserved 83,333,333 authorized and unissued shares for this facility. Shares outstanding were 58,888,756 as of September 30, 2025; the table illustrates 142,222,089 would be outstanding if all registered shares were issued. Upexi’s stock trades on Nasdaq as UPXI; the shares closed at $3.30 on November 7, 2025.
Upexi, Inc. disclosed in an 8-K that it will host its First Quarter 2026 earnings call on November 11, 2025 at 5:30 pm EST. The update appears under Item 8.01 (Other Events).
The company furnished a press release as Exhibit 99.1, noting the information is furnished and not deemed filed under the Exchange Act. Upexi’s common stock trades on the NASDAQ under the ticker UPXI.
Upexi, Inc. (UPXI) filed an 8‑K reporting investor‑relations activities. The company announced participation in multiple November 2025 investor conferences, including the New Orleans Investment Conference (November 2–5), Uncorrelated Cayman 2025 (November 9–11), Cantor Crypto & AI/Energy Infrastructure Conference (November 10–12), the 3rd Annual The Bridge Conference (November 12), Rothschild & Co Redburn FinTech Conference (November 17–18), the Roth 14th Annual ROTH Technology Conference (November 19), and the Clear Street Inaugural Disruptive Conference (November 19–20).
The company also furnished a periodic update via press release highlighting its treasury holdings, net asset value, valuation, and recent business initiatives. The materials in Item 8.01, including Exhibits 99.1 and 99.2, were furnished and not filed under the Exchange Act.