Upexi (UPXI) sees Hivemind group report 9.99% stake via $36M note

Rhea-AI Filing Summary

Upexi, Inc. has a significant institutional holder, with entities affiliated with Hivemind Capital Partners reporting beneficial ownership of 6,841,923 shares of common stock, equal to 9.99% of the class. This position consists of 10,000 shares of common stock plus 6,831,923 shares issuable upon conversion of a secured convertible note with an approximate principal of $36.0 million.

The note is subject to a 9.99% beneficial ownership limitation, preventing conversion above that level when combined with affiliates and group members. The reported ownership percentage is based on 66,895,799 shares outstanding as referenced in Upexi’s Form 10-Q. Voting and dispositive power over the 6,841,923 shares is reported as shared among the Hivemind entities and Yechuan Zhang.

Key Figures

Beneficially owned shares: 6,841,923 shares Ownership percentage: 9.99% Convertible note principal: approximately $36.0 million +5 more

8 metrics

Beneficially owned shares 6,841,923 shares Total common stock beneficially owned by Hivemind Capital Partners, LLC and affiliates

Ownership percentage 9.99% Portion of Upexi common stock class reported as beneficially owned

Convertible note principal approximately $36.0 million Principal aggregate amount of secured convertible note convertible into 6,831,923 shares

Shares issuable on conversion 6,831,923 shares Common stock issuable upon conversion of the secured convertible note

Existing common shares held 10,000 shares Outstanding Upexi common stock held apart from the convertible note

Shares outstanding baseline 66,895,799 shares Upexi common stock outstanding as referenced in the Form 10-Q

Shared voting power 6,841,923 shares Shares over which Hivemind group reports shared power to vote

Shared dispositive power 6,841,923 shares Shares over which Hivemind group reports shared power to dispose

Key Terms

secured convertible note, beneficial ownership limitation, beneficially owned, shared voting power, +1 more

5 terms

secured convertible note financial

"shares of Common Stock issuable upon conversion of a secured convertible note of the Issuer"

A secured convertible note is a loan to a company that is backed by specific assets (secured) and can be changed into company shares (convertible) instead of being paid back in cash. For investors this matters because it mixes lower risk—because collateral gives repayment priority if things go wrong—with potential upside through stock conversion, while also affecting future ownership and how much existing shareholders may be diluted.

beneficial ownership limitation financial

"subject to a 9.99% beneficial ownership limitation provision (the "Blocker")"

A beneficial ownership limitation is a rule that caps the percentage of a company’s shares an investor can be treated as owning or controlling for voting, regulatory or tax purposes. It matters to investors because it can restrict how many shares a person or group can buy or vote, affect takeover chances, and influence share liquidity and value — like a speed limit that prevents any single driver from taking over the whole road.

beneficially owned financial

"would beneficially own more than 9.99% of the total number of shares"

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.

shared voting power financial

"Shared Voting Power 6,841,923.00"

Shared voting power occurs when two or more parties jointly have the right to vote or decide how a block of company shares is cast, like co-owners who must agree before moving a piece of furniture. Investors care because who controls voting rights affects board elections, major corporate decisions and takeover outcomes, and shared control can alter regulatory disclosures and the practical influence any holder has over a company’s direction and value.

shared dispositive power financial

"Shared Dispositive Power 6,841,923.00"

FAQ

What percentage of Upexi (UPXI) is held by the Hivemind group?

Affiliates of Hivemind Capital Partners report beneficial ownership of 6,841,923 shares of Upexi common stock, representing 9.99% of the outstanding class, based on 66,895,799 shares outstanding as referenced in Upexi’s Form 10-Q.

How many Upexi (UPXI) shares are tied to the Hivemind convertible note?

The Hivemind group’s position includes 6,831,923 shares of Upexi common stock issuable upon conversion of a secured convertible note with approximate principal of $36.0 million, plus 10,000 existing shares of common stock.

What is the beneficial ownership limitation disclosed for Upexi (UPXI)?

The secured convertible note held by the Hivemind group includes a 9.99% beneficial ownership limitation, preventing conversions that would cause the group and its affiliates to own more than 9.99% of Upexi’s outstanding common stock.

On what share count is the 9.99% Upexi (UPXI) ownership based?

The reported 9.99% beneficial ownership by the Hivemind group is calculated using 66,895,799 shares of Upexi common stock outstanding, as reported in the company’s Quarterly Report on Form 10-Q filed on May 12, 2026.

Who has voting and dispositive power over the Upexi (UPXI) shares held by Hivemind?

The Hivemind-related entities report 0 shares with sole voting or dispositive power and 6,841,923 shares with shared voting and shared dispositive power, with signatures provided by Yechuan Zhang as an authorized signatory.

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

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Available on EDGAR 08/14/2026 - 09:38 PM Accepted by SEC EDGAR 08/14/2026 - 09:38 PM Learn about SEC filing dates

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13G

UNDER THE SECURITIES EXCHANGE ACT OF 1934

Upexi, Inc.

(Name of Issuer)

Common Stock

(Title of Class of Securities)

39959A205

(CUSIP Number)

01/09/2026

(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

Hivemind Capital Partners, LLC

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

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 0.00
6	Shared Voting Power 6,841,923.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 6,841,923.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

6,841,923.00

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)

OO

Comment for Type of Reporting Person: Consists of (i) 10,000 shares of Common Stock and (ii) 6,831,923 shares of Common Stock issuable upon conversion of a secured convertible note of the Issuer in the principal aggregate amount of approximately $36.0 million (the "Note"), which conversion is subject to a 9.99% beneficial ownership limitation provision (the "Blocker"). Capital Partners holds the Note, however, the Blocker prohibits Capital Partners from converting the Note into shares of Common Stock if, as a result of such conversion, Capital Partners, together with its affiliates and any persons acting as a group together with Capital Partners or any of such affiliates, would beneficially own more than 9.99% of the total number of shares of Common Stock then issued and outstanding immediately after giving effect to such conversion. Ownership percentages are based on 66,895,799 shares of Common Stock outstanding as reported by the Issuer in its Quarterly Report on Form 10-Q filed with the SEC on May 12, 2026."

SCHEDULE 13G

CUSIP Number(s): 39959A205

1

Names of Reporting Persons

Hivemind Validation QOZ GP LLC

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

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 0.00
6	Shared Voting Power 6,841,923.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 6,841,923.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

6,841,923.00

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)

OO

Comment for Type of Reporting Person: Consists of (i) 10,000 shares of Common Stock and (ii) 6,831,923 shares of Common Stock issuable upon conversion of a secured convertible note of the Issuer in the principal aggregate amount of approximately $36.0 million (the "Note"), which conversion is subject to a 9.99% beneficial ownership limitation provision (the "Blocker"). Capital Partners holds the Note, however, the Blocker prohibits Capital Partners from converting the Note into shares of Common Stock if, as a result of such conversion, Capital Partners, together with its affiliates and any persons acting as a group together with Capital Partners or any of such affiliates, would beneficially own more than 9.99% of the total number of shares of Common Stock then issued and outstanding immediately after giving effect to such conversion. Ownership percentages are based on 66,895,799 shares of Common Stock outstanding as reported by the Issuer in its Quarterly Report on Form 10-Q filed with the SEC on May 12, 2026."

SCHEDULE 13G

CUSIP Number(s): 39959A205

1

Names of Reporting Persons

Hivemind Validation Master Fund LP

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

CAYMAN ISLANDS

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 0.00
6	Shared Voting Power 6,841,923.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 6,841,923.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

6,841,923.00

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)

OO

Comment for Type of Reporting Person: Consists of (i) 10,000 shares of Common Stock and (ii) 6,831,923 shares of Common Stock issuable upon conversion of a secured convertible note of the Issuer in the principal aggregate amount of approximately $36.0 million (the "Note"), which conversion is subject to a 9.99% beneficial ownership limitation provision (the "Blocker"). Capital Partners holds the Note, however, the Blocker prohibits Capital Partners from converting the Note into shares of Common Stock if, as a result of such conversion, Capital Partners, together with its affiliates and any persons acting as a group together with Capital Partners or any of such affiliates, would beneficially own more than 9.99% of the total number of shares of Common Stock then issued and outstanding immediately after giving effect to such conversion. Ownership percentages are based on 66,895,799 shares of Common Stock outstanding as reported by the Issuer in its Quarterly Report on Form 10-Q filed with the SEC on May 12, 2026."

SCHEDULE 13G

CUSIP Number(s): 39959A205

1

Names of Reporting Persons

Yechuan Zhang

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

UNITED STATES

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 0.00
6	Shared Voting Power 6,841,923.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 6,841,923.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

6,841,923.00

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)

IN

SCHEDULE 13G

Item 1.
(a)	Name of issuer: Upexi, Inc.
(b)	Address of issuer's principal executive offices: 3030 N. Rocky Point Drive, Suite 420, Tampa, FL 33607
Item 2.
(a)	Name of person filing: Hivemind Capital Partners, LLC
(b)	Address or principal business office or, if none, residence: c/o Hivemind Capital Partners, LLC 875 Avenue of the Americas, Floor 22 New York, New York 10001
(c)	Citizenship: Delaware
(d)	Title of class of securities: Common Stock
(e)	CUSIP Number(s): 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).
Item 4.	Ownership
(a)	Amount beneficially owned: 6,841,923
(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: 0
	(ii) Shared power to vote or to direct the vote: 6,841,923
	(iii) Sole power to dispose or to direct the disposition of: 0
	(iv) Shared power to dispose or to direct the disposition of: 6,841,923
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 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.

Hivemind Capital Partners, LLC

Signature:	/s/ Yechuan Zhang
Name/Title:	Authorized Signatory
Date:	08/14/2026

Hivemind Validation QOZ GP LLC

Signature:	/s/ Yechuan Zhang
Name/Title:	Authorized Signatory
Date:	08/14/2026

Hivemind Validation Master Fund LP

Signature:	/s/ Yechuan Zhang
Name/Title:	Authorized Signatory
Date:	08/14/2026

Yechuan Zhang

Signature:	/s/ Yechuan Zhang
Name/Title:	Yechuan Zhang
Date:	08/14/2026