Polar Asset (UPXI) discloses 9.99% economic exposure via warrants

Rhea-AI Filing Summary

Polar Asset Management Partners Inc. reports holding 9,626,474 shares of Upexi Inc common stock, representing 9.99% of the class as reported. The filing states these shares are issuable upon exercise of warrants and that the warrants are subject to a 9.99% blocker limiting exercise that would push ownership above 9.99%.

The report identifies Polar as an investment advisor to Polar Multi-Strategy Master Fund and lists corporate addresses and CUSIP 39959A205. The signature block is dated 05/15/2026.

Insights

Institutional Ownership Analyst

Polar reports near-10% economic exposure to Upexi via warrants capped at 9.99%.

Polar Asset Management Partners Inc. discloses beneficial ownership of 9.99% of Upexi common stock through warrants exercisable into 9,626,474 shares. The filing explicitly states a 9.99% blocker that prevents exercise to exceed that threshold.

The holder is reported as an investment advisor to Polar Multi-Strategy Master Fund. Cash‑flow treatment and exact warrant exercise timing are not described in the excerpt; subsequent filings would show any conversions or changes in beneficial ownership.

Key Figures

Beneficially owned shares: 9,626,474 shares Percent of class: 9.99% CUSIP: 39959A205 +2 more

5 metrics

Beneficially owned shares 9,626,474 shares Amount beneficially owned as stated in Item 4(a)

Percent of class 9.99% Percent of class reported in Item 4(b)

CUSIP 39959A205 CUSIP for Upexi common stock as listed on the cover

Warrants subject to blocker 9.99% blocker Warrants not exercisable to exceed 9.99% ownership as stated in Item 4(c)(i)/(iii)

Signature date 05/15/2026 Signature block date on the amendment

Key Terms

warrants, beneficially owned, 9.99% blocker, sole dispositive power

4 terms

warrants financial

"shares issuable upon the exercise of warrants"

Warrants are special documents that give you the right to buy a company's stock at a set price before a certain date. They are often used as a way for companies to attract investors or raise money, and their value can increase if the company's stock price goes up.

beneficially owned regulatory

"Amount beneficially owned: 9626474"

Beneficially owned describes securities or assets where a person has the economic rights and control—such as the right to receive dividends and to direct voting—even if legal title is held in another name. Think of it like having the keys and using a car that’s registered to someone else: you get the benefits and make decisions. Investors care because beneficial ownership reveals who truly controls value and voting power, affecting corporate decisions and takeover dynamics.

9.99% blocker regulatory

"The warrants are subject to a 9.99% blocker"

sole dispositive power regulatory

"Sole Dispositive Power 9,626,474.00"

Sole dispositive power is the exclusive legal authority to decide what happens to a security — for example, whether to sell, transfer, or retain shares — without needing anyone else’s permission. Investors care because it signals who truly controls the economic outcome of an investment: like holding the only key to a safe, the holder can realize gains or losses and may trigger regulatory reporting, insider rules, or influence over corporate ownership.

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13G

UNDER THE SECURITIES EXCHANGE ACT OF 1934

(Amendment No. 2)

Upexi Inc

(Name of Issuer)

Common Stock, par value $0.00001

(Title of Class of Securities)

39959A205

(CUSIP Number)

03/31/2026

(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

Rule 13d-1(b)

Rule 13d-1(c)

Rule 13d-1(d)

schemaVersion:

SCHEDULE 13G

CUSIP Number(s): 39959A205

1

Names of Reporting Persons

Polar Asset Management Partners Inc.

2

Check the appropriate box if a member of a Group (see instructions)

(a)
(b)

3

Sec Use Only

4

Citizenship or Place of Organization

ONTARIO, CANADA

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 9,626,474.00
6	Shared Voting Power 0.00
7	Sole Dispositive Power 9,626,474.00
8	Shared Dispositive Power 0.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

9,626,474.00

10

Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)

11

Percent of class represented by amount in row (9)

9.99 %

12

Type of Reporting Person (See Instructions)

IA

SCHEDULE 13G

Item 1.
(a)	Name of issuer: Upexi Inc
(b)	Address of issuer's principal executive offices: 3030 North Rocky Point Drive, Tampa, FL 33607
Item 2.
(a)	Name of person filing: This statement is filed by Polar Asset Management Partners Inc., a company incorporated under the laws of Ontario, Canada, which serves as the investment advisor to Polar Multi-Strategy Master Fund, a Cayman Islands exempted company ("PMSMF") with respect to the shares directly held by PMSMF.
(b)	Address or principal business office or, if none, residence: 16 York Street, Suite 2900, Toronto, Ontario, M5J 0E6
(c)	Citizenship: Canada
(d)	Title of class of securities: Common Stock, par value $0.00001
(e)	CUSIP No.: 39959A205
Item 3.	If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:
(a)	Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
(b)	Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
(c)	Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
(d)	Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
(e)	An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
(f)	An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
(g)	A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
(h)	A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
(i)	A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
(j)	A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J), please specify the type of institution:
(k)	Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
	The Reporting Person is an investment fund manager, portfolio manager, exempt market dealer and commodity trading manager registered with the Ontario Securities Commission.
Item 4.	Ownership
(a)	Amount beneficially owned: 9626474
(b)	Percent of class: 9.99 %
(c)	Number of shares as to which the person has:
	(i) Sole power to vote or to direct the vote: 9,626,474 shares issuable upon the exercise of warrants
	(ii) Shared power to vote or to direct the vote: 0
	(iii) Sole power to dispose or to direct the disposition of: 9,626,474 shares issuable upon the exercise of warrants. The warrants are subject to a 9.99% blocker whereby they are not exercisable to the extent that following such conversion, taking into account all other shares of common shares beneficially owned by the Reporting Person, the Reporting Person would beneficially own in excess of 9.99%of the Issuer's outstanding common shares.
	(iv) Shared power to dispose or to direct the disposition of: 0
Item 5.	Ownership of 5 Percent or Less of a Class.
	Not Applicable
Item 6.	Ownership of more than 5 Percent on Behalf of Another Person.
	Not Applicable
Item 7.	Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.
	Not Applicable
Item 8.	Identification and Classification of Members of the Group.
	Not Applicable
Item 9.	Notice of Dissolution of Group.
	Not Applicable

Item 10.

Certifications:

By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired and are held in the ordinary course of business and were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under § 240.14a-11.

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Polar Asset Management Partners Inc.

Signature:	Andrew Ma
Name/Title:	Chief Compliance Officer
Date:	05/15/2026

FAQ

What stake does Polar Asset report in Upexi (UPXI)?

Polar Asset reports beneficial ownership of 9,626,474 shares, representing 9.99% of Upexi's common stock as stated in the filing. The filing describes these shares as issuable upon exercise of warrants with a 9.99% exercise blocker.

Are the reported Upexi shares currently exercised or subject to conditions?

The filing indicates the shares are issuable upon exercise of warrants and that the warrants include a 9.99% blocker. The document ties the ownership to warrant exercise rather than currently outstanding common shares.

Who is the reporting person for the Upexi 13G/A?

The reporting person is Polar Asset Management Partners Inc., an investment advisor to Polar Multi-Strategy Master Fund, with a principal office at 16 York Street, Suite 2900, Toronto, Ontario.

What is the CUSIP and filing date shown in the disclosure?

The filing lists CUSIP 39959A205 for Upexi common stock and the signature block is dated 05/15/2026, with an effectiveness/reference date of 03/31/2026 shown on the cover excerpt.

Does the filing say Polar can vote or dispose of the reported shares?

The filing states Polar has sole voting power and sole dispositive power over 9,626,474 shares (shares issuable upon exercise of warrants). Shared voting and dispositive power are reported as 0.