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. filed a current report to share that it will host a conference call and report its financial results for the second quarter ended December 31, 2025 on Tuesday, February 10, 2026. The company issued a press release about the upcoming call, which is provided as an exhibit and referenced in this report. Details on accessing the call are available in the Investor Relations section of Upexi’s website.
Upexi, Inc. has formally increased its authorized capital stock to 1,010,000,000 shares. This consists of 1,000,000,000 shares of common stock with a par value of $0.00001 per share and 10,000,000 shares of blank check preferred stock with the same par value.
The change was implemented through a Certificate of Amendment to the company’s Certificate of Incorporation filed in Delaware on January 22, 2026. The amendment was previously approved by shareholders at a June 16, 2025 special meeting and adopted in accordance with Delaware corporate law.
Upexi, Inc. entered into a Securities Purchase Agreement with Hivemind Validation Master Fund under which it issued a secured convertible promissory note with an original principal amount of approximately $36 million, in exchange for 265,500 locked Solana (SOL) units contributed as digital assets.
The note bears interest at 1.0% per annum, payable quarterly in cash, and is convertible at the investor’s option into common stock at a fixed price of $2.39 per share, with certain ownership limits and potential forced conversion if trading, liquidity, and registration conditions are met. The principal is never payable in cash; instead, at maturity on January 9, 2028, or upon default, any unconverted balance entitles the investor to a pro rata return of the digital assets, and the investor bears the risk if their market value is below the note balance.
Upexi also granted the investor a first-priority security interest over the Solana holdings and related accounts, limiting transfers while the note is outstanding. Management shared with the investor an internal, non-GAAP modified net asset value estimate showing adjusted treasury net asset value of approximately $234.4 million as of January 9, 2026, corresponding to a fully loaded modified net asset value of about 0.92x, and emphasized that these figures rely on assumptions about digital assets, debt, cash, and conversion scenarios that may change.
Upexi, Inc. reported several corporate updates related to capital allocation and investor outreach. The company plans to implement a risk-adjusted high yield strategy intended to materially enhance its Solana treasury returns in 2026 and disclosed its total SOL holdings as of January 5, 2026.
Upexi also reported that it repurchased 416,226 shares of its common stock at an average price of $1.92, and that CEO Allan Marshall purchased 200,000 shares in December 2025, signaling recent insider and corporate share accumulation. In addition, the company announced plans to participate in two investor conferences during January 2026 to engage with the investment community.
Marex Securities Products Inc. and its parent Marex Group plc have disclosed a beneficial ownership position in Upexi, Inc. common stock. The filing reports beneficial ownership of 3,297,966 shares of Upexi common stock, representing 5.2% of the outstanding class. Both entities report sole voting and sole dispositive power over these shares, with no shared voting or shared dispositive power.
The securities are Upexi common stock with a par value of $0.001 per share. The reporting persons certify that the securities were not acquired and are not held for the purpose of changing or influencing control of Upexi, and are not part of any control-related transaction other than activities solely in connection with a nomination under the applicable proxy rule.
Upexi, Inc. disclosed insider share activity by Chief Executive Officer and Director Allan Marshall. On 10/01/2025, he was granted 1,600,000 shares of common stock at $0 under the company’s Equity Incentive Plan, vesting quarterly in equal installments over 12 months beginning October 1, 2025. He also made open-market purchases of 100,000 shares at $2.07 on 12/15/2025 and 50,000 shares at $2.07 on 12/16/2025. Following these transactions, Marshall beneficially owns 3,996,261 shares of Upexi common stock directly.
Upexi, Inc. has filed a prospectus covering the potential resale by a single selling stockholder of up to 6,578,948 shares of its common stock. This includes 3,289,474 PIPE Shares already issued in a private investment in public equity (PIPE) and 3,289,474 Warrant Shares issuable upon exercise of warrants at $4.00 per share. Upexi is not selling shares itself and will not receive proceeds from any resale, but would receive cash if the warrants are exercised.
The company reports 63,208,083 shares of common stock outstanding as of December 1, 2025, inclusive of the PIPE Shares, rising to 66,497,557 shares if all warrants are exercised. Upexi describes a strategic shift toward a Solana-focused digital asset treasury, staking approximately 95% of its SOL holdings, and highlights extensive risks tied to crypto regulation, Solana price volatility, CBD-related regulations, operational challenges, and potential Nasdaq listing compliance issues.
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.