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. announced it has been added to the Russell Microcap Index as part of the June 2026 Russell US Indexes reconstitution. Membership becomes effective at the open of U.S. equity markets on June 29, 2026.
The company highlights this as a milestone that broadens its visibility with institutional investors and index funds. Upexi positions itself as a digital asset treasury company focused on acquiring and holding Solana (SOL) using staking, intelligent capital issuance, and discounted locked token purchases, and states it currently holds over two million SOL while also operating consumer brands.
Upexi, Inc. entered into a three-year Advisory Services Agreement with Hivemind Capital Partners, LLC to provide consulting on its business, operations and capital markets strategies. Hivemind acts solely as an adviser and cannot bind the company or execute transactions.
Upexi will pay quarterly advisory fees in common stock equal to 31.25 basis points of its market capitalization each quarter, for a total annual fee of 1.25%, with shares issued in advance within 15 days after each quarter-end measurement date starting June 30, 2026. Issuances are limited so that Hivemind and its affiliates do not exceed 9.99% beneficial ownership; any excess is paid in cash.
The equity issued as Advisory Fee Shares relies on a private placement exemption under Section 4(a)(2) and Rule 506(b) of Regulation D, and Upexi has agreed to provide customary registration rights, including filing a resale registration statement for those shares within 30 days after issuance.
Upexi, Inc. entered into a securities purchase agreement with an existing accredited investor to exchange debt for equity through a private placement. The company will issue 12,242,300 shares of common stock, or pre-funded warrants in lieu of shares, at approximately $1.60 per share to reduce about $19.5 million of existing debt before fees. No placement agent was used, and the transaction relies on exemptions from registration under Section 4(a)(2) of the Securities Act and/or Regulation D. Upexi describes itself as a Solana-focused digital asset treasury and consumer brands company and reports holding roughly 2.4 million SOL.
Upexi, Inc. held its 2026 Annual Meeting of Shareholders on June 15, 2026. Shareholders elected all five director nominees—Allan Marshall, Andrew J. Norstrud, Gene Salkind, Lawrence Dugan, and Thomas Williams—to one-year terms, with support ranging from 90.16% to 92.93% of votes cast. Shareholders also ratified GBQ Partners LLC as the independent registered public accounting firm for the fiscal year ending June 30, 2026, with 28,687,393 votes for, 299,821 against, and 226,935 abstentions.
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.
Upexi reported fiscal third quarter 2026 results showing rapid growth in its Solana-focused treasury business alongside very large non-cash losses. Total revenue for the quarter reached $4.6 million, up from $3.2 million a year earlier, driven by digital asset revenue of $3.5 million. Gross profit was $4.4 million, up 179% year-over-year due to the addition of the digital asset treasury business.
The company recorded a net loss of $109.3 million, or $1.67 per share, compared with a net loss of $3.8 million, or $2.87 per share, largely from $92.3 million of unrealized losses on digital assets and additional realized losses on digital asset activity. Upexi increased cash and cash equivalents to $3.5 million, reduced short-term debt by about $7.6 million, and repurchased roughly 2.9 million shares over nine months. Management states its Solana holdings grew about 9% during the quarter to over two million SOL and estimates that by July 1, 2026, ongoing cash expenses for operations and interest will be less than staking revenue at the current Solana price.
Upexi, Inc. reported a nine‑month net loss of $221.5 million for the period ended March 31, 2026, compared with $6.8 million a year earlier. The loss is largely tied to its new Solana-focused digital asset strategy, which generated an unrealized loss on digital assets of $178.8 million, realized losses on sales and conversions of over $9.0 million, and stock-based compensation of $18.0 million. Total revenue rose to $21.8 million, including $14.7 million of digital asset (staking) revenue and $7.1 million from traditional products, but operating expenses reached $232.3 million. The company now holds approximately 2.36 million Solana tokens with a fair value of $184.9 million, financed in part by $181.0 million of convertible notes tied to Solana and $57.3 million of short‑term treasury debt. Stockholders’ equity turned negative to $(51.9 million), while cash was $3.5 million and operating activities used $17.2 million in cash.
Upexi, Inc. plans to host its third quarter 2026 earnings conference call on Tuesday, May 12, 2026, at 5:30 p.m. The call details and webcast link are available in the investor relations section of its website, and a replay will be accessible until May 26, 2026.
The company describes itself as a leading digital asset treasury business focused on acquiring and holding Solana (SOL) through capital issuance, staking, and discounted locked token purchases, and notes that it currently holds over two million SOL while also operating consumer product brands.
Upexi, Inc. is calling a 2026 Annual Meeting on June 15, 2026, asking shareholders to elect five directors for one-year terms and ratify GBQ Partners LLC as independent registered public accounting firm for the year ending June 30, 2026.
Holders of 66,916,294 shares of Common Stock (one vote per share) and 150,000 shares of Preferred Stock (ten votes per share) as of April 20, 2026 may vote, with a 33⅓% quorum requirement. The proxy details board independence, committee structure, a code of ethics, an insider trading policy and a clawback policy adopted in 2023.
The statement also outlines executive pay and contracts, including 2025 total compensation of $2.50 million for CEO Allan Marshall and $0.84 million for CFO Andrew Norstrud, along with equity awards and substantial outstanding restricted stock units for senior leaders and directors.
Upexi Inc reports a Schedule 13G disclosure showing Vanguard Capital Management beneficially owns 3,729,099 shares of Common Stock (CUSIP 39959A205).
This stake represents 5.34% of the class and is reported with 346,497 shares of sole voting power and 3,729,099 shares of sole dispositive power. The filing lists Vanguard Capital Management's Malvern, PA address and is signed on 04/30/2026 for holdings as of 03/31/2026.