[SCHEDULE 13G] Upexi, Inc. SEC Filing

Rhea-AI Filing Summary

On 30 June 2025, Kathmere Capital Management, LLC, a Pennsylvania-based registered investment adviser, filed a Schedule 13G disclosing a new passive position in Upexi, Inc. (UPXI).

• Shares owned: 2,192,983 Class A shares (CUSIP 39959A205)
• Ownership percentage: 5.9% of the outstanding class
• Voting power: 0 shares (no sole or shared voting authority)
• Dispositive power: Sole dispositive power over the full 2.19 million shares
• Filing basis: Rule 13d-1(b) — ordinary-course, non-control investment by an SEC-registered investment adviser

The filing states the securities were acquired "in the ordinary course of business" and not for the purpose of influencing control. No group membership, subsidiaries, or other reporting persons are identified. This adds a new institutional holder of almost 6%, potentially improving UPXI’s liquidity and visibility, but conveys no activist intent.

Positive

• Institutional ownership rises: A registered investment adviser now controls 5.9% of UPXI, potentially broadening the shareholder base and liquidity.

Negative

• None.

Insights

Securities Analyst

TL;DR – Passive 5.9% stake, modestly positive signal of institutional interest, limited governance impact.

The 13G reveals Kathmere Capital’s entry as a 5.9% holder with sole dispositive but zero voting power, indicating a purely investment-oriented position. While the size lifts institutional ownership and may aid trading liquidity, the absence of voting authority or activist language suggests negligible influence on strategic direction. Market impact is therefore limited to perception of confidence rather than imminent change.

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13G

UNDER THE SECURITIES EXCHANGE ACT OF 1934

UPEXI, INC.

(Name of Issuer)

Class A

(Title of Class of Securities)

39959A205

(CUSIP Number)

06/30/2025

(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

Kathmere Capital Management, 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

PENNSYLVANIA

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 0.00
6	Shared Voting Power 0.00
7	Sole Dispositive Power 2,192,983.00
8	Shared Dispositive Power 0.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

2,192,983.00

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)

0 %

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 ROCKY POINT DRIVE, SUITE 420, TAMPA, FLORIDA 33607
Item 2.
(a)	Name of person filing: Kathmere Capital Management, LLC
(b)	Address or principal business office or, if none, residence: 435 DEVON PARK DRIVE SUITE 715 WAYNE, Pennsylvania 19087
(c)	Citizenship: Kathmere Capital Management, LLC - PENNSYLVANIA
(d)	Title of class of securities: Class A
(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).
Item 4.	Ownership
(a)	Amount beneficially owned: 2,192,983
(b)	Percent of class: 5.9 %
(c)	Number of shares as to which the person has:
	(i) Sole power to vote or to direct the vote: Kathmere Capital Management, LLC - 0
	(ii) Shared power to vote or to direct the vote: Kathmere Capital Management, LLC - 0
	(iii) Sole power to dispose or to direct the disposition of: Kathmere Capital Management, LLC - 2,192,983
	(iv) Shared power to dispose or to direct the disposition of: Kathmere Capital Management, LLC - 0
Item 5.	Ownership of 5 Percent or Less of a Class.
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.

Kathmere Capital Management, LLC

Signature:	Amy King
Name/Title:	COO/CCO
Date:	07/30/2025

FAQ

What percentage of Upexi (UPXI) shares does Kathmere Capital own?

Kathmere Capital reports beneficial ownership of 5.9 % (2,192,983 Class A shares).

Does Kathmere Capital have voting control over its UPXI stake?

No. The filer reports 0 shares with voting power; it only holds sole dispositive power.

Why did Kathmere Capital file a Schedule 13G?

Because its stake exceeded 5%, the firm, as an SEC-registered investment adviser, must file a passive ownership report under Rule 13d-1(b).

Is this filing an activist move against Upexi?

The certification states the shares were acquired in the ordinary course of business and not to influence control, indicating a passive intent.

When was the ownership threshold crossed?

The report is dated 30 June 2025, marking the event triggering the Schedule 13G filing.