Polar Asset reports 6.7% Upexi (UPXI) warrant-based stake in 13G/A

Rhea-AI Filing Summary

Upexi, Inc. (UPXI) reported a large institutional holder updating its position in a Schedule 13G/A. Polar Asset Management Partners Inc., a Canadian investment adviser, disclosed beneficial ownership of 4,539,473 shares of Upexi common stock issuable upon exercise of warrants.

These warrant shares represent 6.7% of Upexi’s common stock as of the event date of 12/31/2025. Polar reports sole voting and dispositive power over all 4,539,473 underlying shares and certifies that the position is held in the ordinary course of business, without the purpose or effect of changing or influencing control of Upexi.

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13G

UNDER THE SECURITIES EXCHANGE ACT OF 1934

(Amendment No. 1)

Upexi, Inc.

(Name of Issuer)

Common Stock, par value $0.00001

(Title of Class of Securities)

39959A205

(CUSIP Number)

12/31/2025

(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)

SCHEDULE 13G

CUSIP No. 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 4,539,473.00
6	Shared Voting Power 0.00
7	Sole Dispositive Power 4,539,473.00
8	Shared Dispositive Power 0.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

4,539,473.00

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)

6.7 %

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") and Polar Long/Short Master Fund, a Cayman Islands exempted company ("PLSMF") (together with PMSMF, the "Polar Vehicles").
(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: 4,539,473 shares issuable upon the exercise of warrants
(b)	Percent of class: 6.7 %
(c)	Number of shares as to which the person has:
	(i) Sole power to vote or to direct the vote: 4,539,473 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: 4,539,473 shares issuable upon the exercise of warrants
	(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:	02/17/2026

FAQ

What stake in Upexi (UPXI) did Polar Asset Management report?

Polar Asset Management reported beneficial ownership of 4,539,473 Upexi shares issuable upon exercise of warrants. These underlying shares represent 6.7% of Upexi’s common stock as of the 12/31/2025 event date, giving Polar a significant but minority institutional position.

What type of filing did Upexi (UPXI) receive from Polar Asset Management?

Polar Asset Management filed an Amendment No. 1 to Schedule 13G/A for Upexi. A Schedule 13G/A is a beneficial ownership report used by certain institutional investors to disclose large positions when they are not seeking to influence or control the issuer.

Does Polar Asset Management seek control of Upexi (UPXI) with this stake?

Polar Asset Management certifies it is not seeking to change or influence control of Upexi. It states the securities were acquired and are held in the ordinary course of business, not in connection with any transaction intended to affect control of the company.

What kind of securities does Polar Asset Management hold in Upexi (UPXI)?

Polar’s reported Upexi position consists of warrants exercisable into common stock. The firm discloses beneficial ownership of 4,539,473 shares of common stock issuable upon the exercise of these warrants, rather than currently outstanding common shares alone.

What percentage of Upexi (UPXI) does Polar Asset Management’s warrant position represent?

The warrant position represents 6.7% of Upexi’s common stock. Polar Asset Management reports that the 4,539,473 shares underlying its warrants equal 6.7% of the issuer’s outstanding common stock as of the 12/31/2025 measurement date in the filing.

Who signed the Upexi (UPXI) Schedule 13G/A for Polar Asset Management?

The Schedule 13G/A was signed by Andrew Ma, Chief Compliance Officer. The signature section certifies, after reasonable inquiry, that the information in the statement is true, complete, and correct as of the date of signing on 02/17/2026.