UPEXI, INC. 10-Q

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds The table below sets forth our market repurchases of common stock during the quarter ended December 31, 2025. Number of Shares Repurchased Average Price per Share Total Number of Shares Repurchased as Part of Publicly Announced Plans or Programs Approximate Dollar Value of Shares Yet to Be Repurchased Under the Plans or Programs Stock Repurchases Quarter Ended December 31, 2025 October 1, 2025 to October 31, 2025 - $ - - $ - November 1, 2025 to November 30, 2025 - - - 50,000,000 December 1, 2025 to December 31, 2025 416,226 1.94 416,226 49,200,718 For the Three Months Ended December 31, 2025 416,226 $ 1.94 416,226 $ 49,200,718 38 Table of Contents On November 13, 2025, the Company announced a program to repurchase up to $50.0 million of its own common stock. The program does not obligate the Company to acquire any specific number of shares and may be suspended or discontinued at any time. On November 26, 2025, the Company issued in the aggregate 3,289,474 shares of common stock and 3,289,474 common stock purchase warrants to purchase up to 3,289,474 shares of common stock for an aggregate purchase price of $10,000,000, representing a purchase price of $3.04 per share of common stock and accompanying warrant. Each warrant is exercisable for one share of common stock at an exercise price of $4.00 per share. All of the securities issued by the Company were issued pursuant to the exemption for transactions by an issuer not involved in any public offering under Section 4(a)(2) of the Securities Act and Rule 506 of Regulation D promulgated thereunder and corresponding state securities laws. For more information regarding securities issued, see the Liquidity and Capital Resources section to our Unaudited Condensed Consolidated Financial Statements included herein. Item 3. Defaults Upon Senior Securities None. Item 4. Mine Safety Disclosures Not applicable.