UPEXI, INC. 10-K

Item 9A. Controls and Procedures Evaluation of Disclosure Controls and Procedures Under the supervision and with the participation of our senior management, including our chief executive officer and chief financial officer, we conducted an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures, as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), as of the end of the period covered by this Annual Report on Form 10-K (the “Evaluation Date”). Based on this evaluation, our chief executive officer and chief financial officer concluded as of the Evaluation Date that our disclosure controls and procedures were effective such that the information relating to us required to be disclosed in our Securities and Exchange Commission (“SEC”) reports (i) is recorded, processed, summarized and reported within the time periods specified in SEC rules and forms, and (ii) is accumulated and communicated to our management, including our chief executive officer and chief financial officer, as appropriate to allow timely decisions regarding required disclosure. Management’s Report on Internal Control Over Financial Reporting Management’s Report on Disclosure Controls and Procedures Our management is responsible for establishing and maintaining a system of disclosure controls and procedures (as defined in Rule 13a-15(e) and 15d-15(e) under the Exchange Act) that is designed to ensure that information required to be disclosed by us in the reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the SEC rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by an issuer in the reports that it files or submits under the Exchange Act is accumulated and communicated to the issuer’s management, including its principal executive officer or officers and principal financial officer or officers, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure. Under the supervision and with the participation of our senior management, including our chief executive officer and chief financial officer, we conducted an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures, as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act, as of the end of the period covered by this Annual Report on Form 10-K (the “Evaluation Date”). Based on this evaluation, our chief executive officer and chief financial officer concluded as of the Evaluation Date that our disclosure controls and procedures were effective such that the information relating to us required to be disclosed in our Securities and Exchange Commission (“SEC”) reports (i) is recorded, processed, summarized and reported within the time periods specified in SEC rules and forms, and (ii) is accumulated and communicated to our management, including our chief executive officer and chief financial officer, as appropriate to allow timely decisions regarding required disclosure. Management’s Report on Internal Control Over Financial Reporting Management is responsible for establishing and maintaining adequate internal control over the Company’s financial reporting. In order to evaluate the effectiveness of internal control over financial reporting, as required by Section 404 of the Sarbanes-Oxley Act of 2002. Our management, with the participation of our principal executive officer and principal financial officer have conducted an assessment, including testing, using the criteria in Internal Control–Integrated Framework, issued by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”) (2013). Our system of internal control over financial reporting is designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of consolidated financial statements for external purposes in accordance with generally accepted accounting principles. Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. This assessment included review of the documentation of controls, evaluation of the design effectiveness of controls, testing of the operating effectiveness of controls and a conclusion on this evaluation. Based on this evaluation, management concluded that our internal control over financial reporting was effective as of June 30, 2026. 42 Table of Contents Remediation of Previously Identified Material Weaknesses As reported in Item 9A of our Annual Report on Form 10-K for the year ended June 30, 2025, our management concluded that our internal control over financial reporting was not effective as of June 30, 2025 due to material weaknesses related to: (i) inadequate segregation of duties consistent with control objectives; and (ii) lack of multiple levels of supervision and review. During the year ended June 30, 2026, management implemented additional processes and controls designed to remediate the material weaknesses and address its underlying causes. Management’s internal control remediation efforts included the following: · Expanded the finance and accounting function to improve segregation of duties and management oversight. · Implemented formal preparer and reviewer controls over account reconciliations, financial reporting schedules, and SEC reporting. · Enhanced management review controls over significant transactions, accounting estimates, financial statement preparation, and related disclosures. · Formalized accounting policies, financial close procedures, and documentation supporting the execution and review of key internal controls. · Established ongoing monitoring procedures to evaluate the design and operating effectiveness of the enhanced controls and support management’s assessment of internal control over financial reporting. As a result of the actions taken above, management has determined that the controls were effectively designed and operated effectively for a sufficient period of time. Accordingly, management concluded that the previously identified material weaknesses in internal control over financial reporting have been remediated as of June 30, 2026. Because of its inherent limitations, internal controls over financial reporting may not prevent or detect misstatements. Projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate. All internal control systems, no matter how well designed, have inherent limitations. Therefore, even those systems determined to be effective can provide only reasonable assurance with respect to financial statement preparation and presentation. Changes in Internal Control Over Financial Reporting Except as noted above, there have been no changes in our internal control over financial reporting during the quarter ended June 30, 2026, that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting. Attestation Report of the Independent Registered Public Accounting Firm This Form 10-K does not include an attestation report of our independent registered public accounting firm regarding internal control over financial reporting as required by Section 404(b) of the Sarbanes-Oxley Act of 2002. As a non-accelerated filer, our management’s report was not subject to attestation by our registered public accounting firm pursuant to rules of the SEC that permit us to provide only management’s report in this Form 10-K. Item 9B. Other Information During the three months ended June 30, 2026, none of our directors or executive officers adopted or terminated any contract, instruction, or written plan for the purchase or sale of our securities that was intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) or any “non-Rule 10b5-1 trading arrangement”. Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections None. 43 Table of Contents PART III Item 10. Directors, Executive Officers and Corporate Governance All directors of our company hold office until the next annual meeting of the security holders or until their successors have been elected and qualified. The officers of our company are appointed by our board of directors and hold office until their death, resignation or removal from office. Our directors and executive officers, their ages, positions held, and duration as such, are as follows: Name Position Held with the Company Age Date First Elected or Appointed Allan Marshall Chief Executive Officer, Director (Chairman) 59 May 17, 2019 Andrew J. Norstrud Chief Financial Officer, Director 53 April 1, 2020 Brian Rudick Chief Strategy Officer 44 May 22, 2025 Gene Salkind Director 72 January 1, 2021 Thomas C. Williams Director 66 January 1, 2021 Lawrence H. Dugan Director 59 January 1, 2021 ____________ Business Experience The following is a brief account of the education and business experience during at least the past five years of each director, executive officer and key employee of our company, indicating the person’s principal occupation during that period, and the name and principal business of the organization in which such occupation and employment were carried out. Allan Marshall , 59, Chief Executive Officer, Director. Mr. Marshall joined the Company as CEO in May of 2019 and was previously retired prior to joining the Company working as a serial entrepreneur with a focus on development stage companies in hyper growth industries, with the past several years focusing on the technology and cannabis industries. Mr. Marshall is often the driving force behind the organization for its initial growth and funding strategies. Mr. Marshall began his career in the transportation and logistics industry. Mr. Marshall founded Segmentz, Inc. in November of 2000 and served as the Chief Executive Officer, successfully acquiring five distinct logistic companies, raised more than $25,000,000 of capital, creating the infrastructure and business foundation that is now XPO Logistics, Inc. (NYSE: XPO) with revenues in excess of $17 billion. Prior to Segmentz, Mr. Marshall founded U.S. Transportation Services, Inc. (“UST”) in 1995, whose main focus was third party logistics. UST was sold to Professional Transportation Group, Inc. in January 2000 and Professional Transportation Group ceased business in November 2000. Prior to 1995, Mr. Marshall served as Vice President of U.S. Traffic Ltd, a Canadian company, where he founded their United States logistics division and had previously founded a successful driver leasing company in Toronto, Ontario, Canada. Andrew J. Norstrud , 53, Chief Financial Officer, Director. Mr. Norstrud joined Upexi, Inc. in July of 2019 as a consultant and became the Chief Financial Officer in April of 2020 and a Director as of January 2021. Prior to joining Upexi, Inc., Mr. Norstrud worked as a consultant through his own consulting firm. Mr. Norstrud served as the Chief Financial Officer for Gee Group Inc. from March 2013 until June 2018. Mr. Norstrud also served Gee Group as CEO from March 7, 2014 until April 1, 2015. Mr. Norstrud served as a director of GEE Group Inc. from March 7, 2014 until August 16, 2017. Prior to GEE Group Inc., Mr. Norstrud was a consultant with Norco Accounting and Consulting from October 2011 until March 2013. From October 2005 to October 2011, Mr. Norstrud served as the Chief Financial Officer for Jagged Peak. Prior to his role at Jagged Peak, Mr. Norstrud was the Chief Financial Officer of Segmentz, Inc. (XPO Logistics), and played an instrumental role in the company achieving its strategic goals by pursuing and attaining growth initiatives, building a financial team, completing and integrating strategic acquisitions and implementing the structure required of public companies. Previously, Mr. Norstrud worked for Grant Thornton LLP and PricewaterhouseCoopers LLP and has extensive experience with young, rapid growth public companies. Mr. Norstrud earned a BA in Business and Accounting from Western State College and a Master of Accounting with a systems emphasis from the University of Florida. Mr. Norstrud is a Florida licensed Certified Public Accountant. 44 Table of Contents Brian Rudick CFA , 44, Chief Strategy Officer. Mr Rudick joined Upexi, Inc. in May 2025 and brings deep expertise and connectivity in both traditional finance and crypto alike. Most recently, Mr. Rudick served as Head of Research for GSR, the largest digital asset market maker, where he demonstrated thought leadership externally and led internal business initiatives, including GSR’s lead investment into Upexi’s $100 million private placement. Prior to GSR, Mr. Rudick spent over a decade on Wall Street, primarily managing a long-short portfolio of bank stocks as a key member of financials-focused teams at Citadel, Balyasny, and Millennium. Mr. Rudick started his career at the Federal Reserve, where he conducted research as part of the monetary policy process. He holds a BSc from Duke University, an MBA from The University of Chicago, and is a CFA Charter holder. Gene Salkind , 72, Director. Gene Salkind, M.D. has been a practicing neurosurgeon for more than 35 years outside of Philadelphia, PA. He graduated from the University of Pennsylvania in 1974 with a B.A., Cum Laude, and received his medical degree from the Lewis Katz School of Medicine in 1979. He returned to the University of Pennsylvania for his neurosurgical residency and in 1985 was selected as the Chief Resident in Neurosurgery at the Hospital of the University of Pennsylvania. Since that time, he has been in a university affiliated practice of general neurological surgery. He has served as the Chief of Neurosurgery at Holy Redeemer Hospital, Albert Einstein Medical Center, and Jeanes Hospital in Philadelphia. He has authored numerous peer reviewed journal articles and has given lectures throughout the country on various neurosurgical topics. He has held professorships at the University of Pennsylvania, the Allegheny Health Education and Research Foundation, and currently at the Lewis Katz School of Medicine. Dr. Salkind is a prominent investor in the pharmaceutical arena. Past investments include Intuitive Surgical, Pharmacyclics, which grew from less than $1 per share to subsequently being acquired by Abbvie for $250 per share, and Centocor, one of the nation’s largest biotechnology companies, which was acquired by Johnson & Johnson for $4.9 billion in stock. Dr. Salkind currently sits on the boards of Cure Pharmaceuticals, a leader in the biotechnology field, through its continual pursuit of redefining traditional drug delivery, and Mobiquity Technologies, Inc., a digital engagement provider. Mobiquity owns and operates a national location based mobile advertising network. The company’s suite of technologies allows clients to execute personalized and relevant experiences, driving brand awareness and incremental revenue. He was previously a board member of Derm Tech International, a global leader in non-invasive dermatological molecular diagnostics. In 2019, Dr. Salkind joined the Strategic Advisory Board of Bio Symetrics, a company that has built data services tools for automated pre-processing, integrated analytics, and predictive modeling to make machine learning accessible to scientists and providers. Their technology serves health and hospital systems, biopharma, drug discovery and precision medicine. Thomas C. Williams , 66, has over 40 years of experience in the insurance industry. He has served in multiple roles in both originations and the administration side of operations. Mr. Williams has a specialization in providing securitization mechanisms of illiquid insurance assets. Thomas was with Smith Barney for his training in the capital markets and insurance industries. Mr. Williams is currently an officer and director in several Ireland based holding companies with a focus in the insurance industry. He is a former member of the Risk Committee of Wyndham, a large Bermuda based captive. He has extensive experience in the Offshore and European Union insurance markets in both developing the structures and implementing corporate governance. His current role includes providing risk management services to a Section 110 Investment platform in both Luxembourg and Ireland for CSM Securities. Mr. Williams was the intermediary in the sale of Associate Industries of Florida, one of the largest insurance companies in workers’ compensation. He facilitated the sale to Am Trust, a New York publicly traded company in 2009. Mr. Williams has served on the board of directors of two public companies: · GEE Group, an American Stock Exchange Company from 2008 to 2018. At this company, he Chaired the Nominating Committee and was a member of the Corporate Governance Committee and Audit Committee. · Two Rivers Water and Farming from 2019 to 2020. Mr. Williams completed a training program at Northwestern’s Kellogg Business School for Corporate Governance in Public Companies in 2013. 45 Table of Contents Lawrence H. Dugan , 59, Director. Mr. Dugan is a partner with the accounting firm Dorra & Dugan and has been since 1996. Mr. Dugan graduated from the University of Central Florida in 1989. Mr. Dugan is a Florida licensed Certified Public Accountant. Family Relationships There are no family relationships between any of our directors, executive officers and proposed directors or executive officers. Involvement in Certain Legal Proceedings To the best of our knowledge, none of our directors or executive officers has, during the past ten years: 1. been convicted in a criminal proceeding or been subject to a pending criminal proceeding (excluding traffic violations and other minor offences); 2. had any bankruptcy petition filed by or against the business or property of the person, or of any partnership, corporation or business association of which he was a general partner or executive officer, either at the time of the bankruptcy filing or within two years prior to that time; 3. been subject to any order, judgment, or decree, not subsequently reversed, suspended or vacated, of any court of competent jurisdiction or federal or state authority, permanently or temporarily enjoining, barring, suspending or otherwise limiting, his involvement in any type of business, securities, futures, commodities, investment, banking, savings and loan, or insurance activities, or to be associated with persons engaged in any such activity; 4. been found by a court of competent jurisdiction in a civil action or by the SEC or the Commodity Futures Trading Commission to have violated a federal or state securities or commodities law, and the judgment has not been reversed, suspended, or vacated; 5. been the subject of, or a party to, any federal or state judicial or administrative order, judgment, decree, or finding, not subsequently reversed, suspended or vacated (not including any settlement of a civil proceeding among private litigants), relating to an alleged violation of any federal or state securities or commodities law or regulation, any law or regulation respecting financial institutions or insurance companies including, but not limited to, a temporary or permanent injunction, order of disgorgement or restitution, civil money penalty or temporary or permanent cease-and-desist order, or removal or prohibition order, or any law or regulation prohibiting mail or wire fraud or fraud in connection with any business entity; or 6. been the subject of, or a party to, any sanction or order, not subsequently reversed, suspended or vacated, of any self-regulatory organization (as defined in Section 3(a)(26) of the Exchange Act (15 U.S.C. 78c(a)(26)), any registered entity (as defined in Section 1(a)(29) of the Commodity Exchange Act (7 U.S.C. 1(a)(29)), or any equivalent exchange, association, entity or organization that has disciplinary authority over its members or persons associated with a member. 46 Table of Contents Delinquent Section 16(a) Reports Section 16(a) of the Exchange Act requires the Company's executive officers and directors, and persons who own more than 10% of our common stock, to file reports of ownership and changes in ownership of such equity securities with the SEC. Executive officers, directors, and greater than 10% shareholders are required by SEC regulations to furnish the Company with copies of all Section 16(a) reports they file. Based solely on its review of the forms furnished to the Company and written representations provided to the Company from the individuals required to file the reports, the Company believes that during the year ended June 30, 2026, each of its executive officers and directors has complied with Section 16(a) filing requirements except for: · Allan Marshall filed two late Forms 4 on July 24, 2025 (for transactions that occurred on July 11, 2025 and July 16, 2025) and on December 17, 2025 (for a transaction that occurred on October 1, 2025). · Andrew Norstrud filed two late Forms 4 on July 24, 2025 (for a transaction that occurred on July 16, 2025) and on November 21, 2025 (for a transaction that occurred on October 1, 2025). · Brian Rudick filed a late Form 4 on July 24, 2025 (for a transaction that occurred on July 16, 2025). · Gene Salkind filed a late Form 4 on July 30, 2025 (for transactions that occurred on July 11, 2025 and July 16, 2025). · Thomas Williams filed a late Form 4 on July 24, 2025 (for a transaction that occurred on July 16, 2025). · Lawrence Dugan filed a late Form 4 on July 24, 2025 (for transactions that occurred on July 15, 2025 and July 16, 2025). Code of Business Conduct and Ethics The Company has adopted a Code of Business Conduct and Ethics, which is filed as Exhibit 14.1 to this Form 10-K. We have adopted a Code of Business Conduct and Ethics applicable to all of our directors, officers, employees and all persons performing similar functions. We expect that any amendments to the code, or any waivers of its requirements, will be disclosed in our public filings with the Commission. Term of Office of Directors Our directors are elected at each annual meeting of stockholders and serve until the next annual meeting of stockholders or until their successor has been duly elected and qualified, or until their earlier death, resignation or removal. Audit Committee and Financial Expert On January 27, 2021, our Board established an audit committee that operates under a written charter as approved by our Board. The members of our Audit Committee are Dr. Gene Salkind, Mr. Thomas Williams, and Mr. Lawrence Dugan. Mr. Dugan serves as chairman of the Audit Committee and our Board has determined that he is an “audit committee financial expert” as defined by applicable SEC rules. The Board has determined that Dr. Salkind, Mr. Williams and Mr. Dugan are independent directors as that term is defined in Rule 5605(a)(2) of the Nasdaq Listing Rules, and has determined that Dr. Salkind, Mr. Williams, and Mr. Dugan, as members of the Audit Committee, meet the more stringent requirements under Rule 5605(c)(2) of the Nasdaq Listing Rules. 47 Table of Contents Our Audit Committee is responsible for: (1) the integrity of the Company’s consolidated financial statements, (2) the effectiveness of the Company’s internal control over financial reporting, (3) the Company’s compliance with legal and regulatory requirements, (4) the independent registered public accounting firm’s qualifications and independence, (5) and the performance of the Company’s independent registered public accountants and (6) preparation of the audit committee report as required to be included in the Company’s annual proxy statement. The Audit Committee Charter is filed as Exhibit 10.11 hereto. The Audit Committee met five times during the year ended June 30, 2026. Compensation Committee On January 27, 2021, our Board established a compensation committee that operates under a written charter as approved by our Board. The members of our Compensation Committee are Dr. Gene Salkind, Mr. Thomas Williams, and Mr. Lawrence Dugan. Dr. Salkind serves as chairman of the Compensation Committee. Our Compensation Committee is responsible for the oversight of, and the annual and ongoing review of, the Chief Executive Officer, the compensation of the senior management team, and the bonus programs in place for employees, which includes: (1) reviewing the performance of the Chief Executive Officer and other senior officers, and determining the bonus entitlement for such officer or officers on an annual basis, (2) determining and approving proposed annual compensation and incentive opportunity level of executive officers for each fiscal year, and recommending such compensation to the Board, (3) administration of determination of proposed grants of stock options to directors, employees, consultants and advisors with the Chief Executive Officer, (4) reviewing and recommending to the Board the compensation of the Board and committee members, (5) administering and approving any general benefit plans in place for employees, (6) engaging and setting the compensation for independent counsel and other advisors and consultants, (7) preparing any reports on director and officer compensation to be included in the Company’s proxy statements, (8) assessing the Company’s competitive positions for each component of officer compensation and making recommendations to the Board regarding such positions and (9) reviewing and assessing the adequacy of its charter and submitting any recommended changes to our Board for its consideration and approval. The Compensation Committee Charter is filed as Exhibit 10.12 hereto. The Compensation Committee met three times during the year ended June 30, 2026. Nominating and Governance Committee On January 27, 2021, our Board established a nominating and governance committee that operates under a written charter as approved by our Board. The members of our Nominating and Governance Committee are Dr. Gene Salkind, Mr. Thomas Williams, and Mr. Lawrence Dugan. Mr. Williams serves as chairman of the Nominating and Governance Committee. Our Nominating and Governance Committee is responsible for assisting the Board in (1) proposing a slate of qualified nominees for election to the Board by the shareholders or in the event of a Board vacancy, (2) evaluating the suitability of potential nominees for membership on the Board, (3) determining the composition of the Board and its committees, (4) monitoring a process to assess Board, committee and management effectiveness, (5) aiding and monitoring management succession planning and (6) developing, recommending to the Board, implementing and monitoring policies and processes related to the Company’s corporate governance guidelines. The Nominating and Governance Committee Charter is filed as Exhibit 10.13 hereto. The Nominating and Governance Committee met twice during the year ended June 30, 2026. 48 Table of Contents Nominations to the Board of Directors We do not have any defined policy or procedural requirements for shareholders to submit recommendations or nominations for directors. Our Board believes that, given the stage of our development, a specific nominating policy would be premature and of little assistance until our business operations develop to a more advanced level. We do not currently have any specific or minimum criteria for the election of nominees to the Board. The Board, with the help of its Nominating and Governance Committee, will assess all candidates, whether submitted by management or shareholders, and make recommendations for election or appointment. Stockholder Communications We do not have a formal policy regarding stockholder communications with our Board. A shareholder who wishes to communicate with our Board may do so by directing a written request addressed to our Chief Executive Officer, at the address appearing on the first page of this filing. Insider Trading Policies and Procedures We have insider trading policies and procedures that govern the purchase, sale, and/or other disposition of the Company’s securities by our directors, officers and employees, and the Company itself, that we believe are reasonably designed to promote compliance by the Company and our directors, officers, and employees with insider trading laws, rules and regulations and the listing standards of Nasdaq. A copy of our Insider Trading Policy is filed with this Annual Report on Form 10-K as Exhibit 19.1. Item 11. Executive Compensation The particulars of the compensation paid to the following persons: (a) our principal executive officers; Executive Compensation The following summary compensation table sets forth all compensation awarded to, earned by, or paid to the named executive officers paid by us during the years ended June 30, 2026 and 2025. Name and Principal Position Year Salary ($) Bonus ($) Stock Awards ($) Option Awards ($)(1) Non-Equity Incentive Plan Compensation ($) Nonqualified Deferred Compensation Earnings ($) All Other Compensation ($) Total ($) Allan Marshall, CEO, and Director (2) 2026 840,000 5,100,000 12,700,000 - - - - 18,640,000 2025 840,000 399,231 171,000 1,091,963 - - - 2,502,194 Andrew Norstrud, CFO and Director (3) 2026 350,000 650,000 2,107,300 - - - - 3,107,300 2025 266,385 350,000 228,000 - - - - 844,385 Brian Rudick, CSO (4) 2026 300,000 1,239,000 1,156,000 - - - - 2,695,000 2025 25,385 - - - - - - 25,385 _____________ (1) Represents equity-based compensation expense calculated in accordance with the provisions of Accounting Standards Codification Section 718 – Compensation – Stock Compensation, using the Black-Scholes option pricing model. (2) At June 30, 2026, Allan Marshall had an accrued and unpaid bonus of $3,930,000 not included in this compensation table. (3) At June 30, 2026, Andrew Norstrud had an accrued and unpaid bonus of $850,000 not included in this compensation table. (4) Brian Rudick was appointed Chief Strategy Officer on May 22, 2025. Accordingly, the salary reported for fiscal 2025 reflects only the portion of the fiscal year during which he served in that position. At June 30, 2026, Brian Rudick had an accrued and unpaid bonus of $600,000 not included in this compensation table. 49 Table of Contents There are no arrangements or plans in which we provide pension, retirement or similar benefits for directors or executive officers. Our directors and executive officers may receive share options at the discretion of our Board of Directors in the future. We do not have any material bonus or profit-sharing plans pursuant to which cash or non-cash compensation is or may be paid to our directors or executive officers, except share options, restricted stock grants, and phantom stock units have been and may be granted at the discretion of our Board of Directors. The value of the option awards is based on the intrinsic value at date of grant. The value of the restricted stock grants is based on the fair market value of the underlying shares on the date of grant. Phantom stock units are unsecured, unfunded contractual rights to receive a cash payment from the Company based on a 30- or 31-day average market price of the Company's common stock prior to the applicable payment date, settled solely in cash, and do not entitle the holder to any shares of common stock, voting rights, or dividends. Employment Agreements Allan Marshall On September 23, 2025, the Company entered an amended and restated employment agreement that superseded all previous agreements with Allan Marshall, Chairman and Chief Executive Officer (the “Marshall Employment Agreement”), effective July 1, 2025. The Marshall Employment Agreement provides for a three-year term ending on April 24, 2028, unless employment is earlier terminated in accordance with the provisions thereof and after the initial term has a standard 1-year automatic extension clause if there is no notice by the Company of termination. Mr. Marshall received a starting base salary at the rate of $840,000 per year which can be adjusted by the Compensation Committee. Mr. Marshall has performance bonuses that Mr. Marshall can earn based on the increase of shareholder value, the increase of the Company’s market cap / treasury growth and other criteria determined by the Compensation Committee. The Marshall Employment Agreement contains standard termination, change of control, non-compete and confidentiality provisions. Mr. Marshall was granted an option to purchase up to 500,000 shares of common stock at a per share price of $2.28 with a term of five years and was awarded a restricted stock grant of 75,000 shares that cliff vests after six months of continued employment. Andrew Norstrud On April 24, 2025, the Company entered into a new employment agreement with Andrew Norstrud as Chief Financial Officer (the “Norstrud Agreement”). The Norstrud Agreement increases Mr. Norstrud’s base salary to $350,000 per year and can be increased at the discretion of the Board of Directors. Mr. Norstrud was awarded a restricted stock grant of 100,000 shares that vests 10% per month for 10 months of continued employment. Mr. Norstrud will be paid a quarterly bonus of between 30% and 100% of his salary as determined by the Chief Executive Officer. In addition, Mr. Norstrud may receive additional incentive compensation at the discretion of the Chief Executive Officer and the Board of Directors. The term of the agreement is three years and will automatically renew for a one year period, if it is not terminated earlier. The Norstrud Agreement contains standard termination, change of control, non-compete and confidentiality provisions. Brian Rudick On May 22, 2025, the Company entered an employment agreement with Brian Rudick, Chief Strategy Officer (the “Rudick Employment Agreement”). Pursuant to the employment terms, Mr. Rudick will be paid an annual salary of $300,000 and additional cash and equity performance bonuses per year. In addition, Mr. Rudick will be paid $950,000 in structured cash payments through December 31, 2025 and will be granted 400,000 shares of restricted stock that will vest during his first year of employment. The initial term of employment is one year, that will automatically renew for one year if not terminated by Mr. Rudick or the Company. 50 Table of Contents Outstanding Equity Awards at Fiscal Year-End Table The following table summarizes equity awards granted to named executive officers and directors that were outstanding as of June 30, 2026: Option Awards Stock Awards (1) Name Number of Securities Underlying Unexercised Options: # Exercisable Number of Securities Underlying Unexercised Options: # Unexercisable Equity Incentive Plan Awards: Number of Securities Underlying Unearned and Unexercisable Options: Option Exercise Price $ Option Expiration Date Number of Shares or Units of Stock That Have Not Vested # Market Value of Shares or Units of Stock That Have Not Vested $ Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested # Equity Incentive Plan Awards: Market of Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested $ Allan Marshall, CEO, and Director 500,000 - - $ 2.28 4/17/2030 - - 800,000 $ 2,333,644 Andrew Norstrud, CFO and Director - - - $ - - - - 140,833 $ 352,123 Brian Rudick, CSO - - - $ - - - - 33,333 $ 3,322 Gene Salkind, Director 35,000 - - $ 2.28 4/17/2035 - - 37,500 $ 1,204 25,000 - - $ 3.46 1/17/2035 - - - $ - Thomas C. Williams, Director 25,000 - - $ 3.46 1/17/2035 - - 12,500 $ 401 Lawrence H Dugan, Director 25,000 - - $ 3.46 1/17/2035 - - - $ - _____________ (1) The table excludes vested restricted stock units that had not yet been settled through the issuance of shares of common stock as of June 30, 2026. The following individuals held vested restricted stock units as of June 30, 2026: Mr. Marshall, 2,075,000; Mr. Norstrud, 449,167; Mr. Rudick, 266,667; Dr. Salkind, 37,500; and Mr. Dugan, 12,500. 51 Table of Contents Pension, Retirement or Similar Benefit Plans There are no arrangements or plans in which we provide pension, retirement or similar benefits for directors or executive officers. We have no material bonus or profit-sharing plans pursuant to which cash or non-cash compensation is or may be paid to our directors or executive officers, except that share options, restricted stock grants, and phantom stock units have been and may be granted at the discretion of our Board of Directors. The value of the option awards is based on the intrinsic value at date of grant. Indebtedness of Directors, Senior Officers, Executive Officers and Other Management None of our directors or executive officers or any associate or affiliate of our company during the last two fiscal years, is or has been indebted to our company by way of guarantee, support agreement, letter of credit or other similar agreement or understanding currently outstanding. Directors Compensation Our directors also receive cash compensation of $5,000 per quarterly board meeting and receive $5,000 up to $7,000 per year for being committee chair. The table below summarizes the compensation we paid to our non-employee directors for the year ending June 30, 2026. Name Fees Earned or Paid in Cash ($) Stock Awards ($) Option Awards ($) Non-Equity Incentive Plan Compensation ($) Nonqualified Deferred Compensation Earnings ($) All Other Compensation ($) Total ($) Gene Salkind (1) $ 25,000 $ 578,000 - - - - $ 603,000 Thomas Williams $ 25,000 $ 289,000 - - - - $ 314,000 Lawrence H. Dugan $ 27,000 $ 289,000 - - - - $ 316,000 _____________ (1) Stock awards granted to Gene Salkind include 100,000 restricted stock granted for participation in a special advisory committee to the Company. This award was granted outside of his compensation for his normal duties as Board member. We do not have any agreements for compensating our directors for their services in their capacity as directors, although such directors have received and are expected in the future to receive stock options to purchase shares of our common stock, restricted stock grants, and phantom stock units as awarded by our Board of Directors. Transactions with Related Persons We have a written policy requiring that our Audit Committee review and approve related person transactions that involve us and are of the type that are required to be disclosed in our proxy statement by SEC rules. A transaction may be a related person transaction if it’s a transaction between us and any of our directors, executive officers, owners of more than 5% of our common stock, or their immediate family (“related persons”) where the related persons have a material interest in the transaction. The policy authorizes the Audit Committee to approve a related person transaction upon discussing with management the business rationale for the transaction. 52 Table of Contents Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters Security Ownership of Certain Beneficial Owners and Management The following table sets forth, as of June 30, 2026, certain information with respect to the beneficial ownership of our common and preferred shares by each shareholder, or group of affiliated persons, known by us to be the beneficial owner of more than 5% of our common and preferred shares, as well as by each of our current directors and executive officers, and our directors and executive officers as a group. Beneficial ownership consists of a direct interest in the shares of common stock and preferred stock, except as otherwise indicated. Under Rule 13d-3, a beneficial owner of a security includes any person who, directly or indirectly, through any contract, arrangement, understanding, relationship, or otherwise has or shares: (i) voting power, which includes the power to vote, or to direct the voting of shares; and (ii) investment power, which includes the power to dispose or direct the disposition of shares. Each person has sole voting and investment power with respect to the shares of common stock and preferred stock, except as otherwise indicated. In addition, shares are deemed to be beneficially owned by a person if the person has the right to acquire the shares (for example, upon exercise of an option) within 60 days of the date as of which the information is provided, i.e. within 60 days of June 30, 2026. Unless otherwise indicated, the address of each of the following persons is c/o Upexi, Inc., 3030 N. Rocky Point Drive, Suite 420, Tampa, FL 33607. Executive Officers and Directors : Preferred Stock Common Stock Name of Beneficial Owner Amount and Nature of Beneficial Ownership Percentage of Class (1) Amount and Nature of Beneficial Ownership Percentage of Class (2) Allan Marshall 150,000 100.00 % 4,285,149 (3) 5.24 % Andrew Norstrud - - % 589,138 (4) * % Brian Rudick - - % 893,422 (5) 1.13 % Gene Salkind - - % 895,370 (6) 1.14 % Thomas Williams - - % 125,000 (7) * % Lawrence Dugan - - % 146,389 (8) * % Directors and Executive Officers as a Group 150,000 100.00 % 6,934,468 8.37 % _____________ * Represents less than 1% of the number of shares of our common stock outstanding (1) 150,000 shares of preferred stock can be converted into 138,889 shares of common stock, at the election of the holder. 53 Table of Contents (2) Under Rule 13d-3, a beneficial owner of a security includes any person who, directly or indirectly, through any contract, arrangement, understanding, relationship, or otherwise has or shares: (i) voting power, which includes the power to vote, or to direct the voting of shares; and (ii) investment power, which includes the power to dispose or direct the disposition of shares. Certain shares may be deemed to be beneficially owned by more than one person (if, for example, persons share the power to vote or the power to dispose of the shares). In addition, shares are deemed to be beneficially owned by a person if the person has the right to acquire the shares (for example, upon exercise of an option) within 60 days of the date as of which the information is provided. In computing the percentage ownership of any person, the amount of shares outstanding is deemed to include the number of shares beneficially owned by such person (and only such person) by reason of these acquisition rights. As a result, the percentage of outstanding shares of any person as shown in this table does not necessarily reflect the person’s actual ownership or voting power with respect to the number of shares of common stock actually outstanding on June 30, 2026. As of June 30 2026, there were 78,702,358 shares of our company’s common stock issued and outstanding. The number of shares beneficially owned includes any shares over which the person has sole or shared voting power or investment power and also any shares that the person can acquire within 60 days of June 30, 2026 through the exercise of any stock options or other right. The percentages shown are based on the 78,702,358 shares of our common stock outstanding as of June 30, 2026. For purposes of computing the percentages of outstanding shares of common stock held by each person, any shares that the person has the right to acquire within 60 days after June 30, 2026 are deemed to be outstanding with respect to such person but are not deemed to be outstanding for the purpose of computing the percentage of ownership of any other person. (3) Represents (i) 1,171,260 shares of common stock, (ii) 138,889 shares issuable upon the conversion of preferred stock, (iii) 500,000 shares issuable upon the exercise of stock options that are exercisable within 60 days, and (iv) 2,475,000 shares issuable upon the vesting and settlement within 60 days of restricted stock units for which the holder may elect share settlement. (4) Represents (i) 59,138 shares of common stock and (ii) 530,000 shares issuable upon the vesting and settlement within 60 days of restricted stock units for which the holder may elect share settlement. (5) Represents (i) 538,597 shares of common stock, (ii) 300,000 shares issuable upon the vesting and settlement within 60 days of restricted stock units for which the holder may elect share settlement, and (iii) 54,825 shares issuable upon the exercise of warrants. (6) Represents (i) 760,370 shares of common stock, (ii) 60,000 shares issuable upon the exercise of stock options that are exercisable within 60 days, and (iii) 75,000 shares issuable upon the vesting and settlement within 60 days of restricted stock units for which the holder may elect share settlement. (7) Represents (i) 75,000 shares of common stock, (ii) 25,000 shares issuable upon the exercise of stock options that are exercisable within 60 days, and (iii) 25,000 shares issuable upon the vesting and settlement within 60 days of restricted stock units for which the holder may elect share settlement. (8) Represents (i) 96,389 shares of common stock, (ii) 25,000 shares issuable upon the exercise of stock options that are exercisable within 60 days, and (iii) 25,000 shares issuable upon the vesting and settlement within 60 days of restricted stock units for which the holder may elect share settlement. 54 Table of Contents More than 5% Beneficial Owners: Preferred Stock Common Stock Name of Beneficial Owner Amount and Nature of Beneficial Ownership Percentage of Class Amount and Nature of Beneficial Ownership Percentage of Class MMCAP International Inc. SPC / MM Asset Management Inc. - - % 8,467,277 (1) 9.99 % Hivemind Validation Master Fund - - % 8,727,407 (2) 9.99 % EBT Group Holdings LLC - - % 8,727,407 (3) 9.99 % Polar Asset Management Partners Inc. - - % 8,727,407 (4) 9.99 % 5% Beneficial Owners as a Group - - % 34,649,498 31.23 % _____________ (1) Represents (i) 2,326,777 shares of common stock and (ii) shares of common stock issuable upon conversion of a convertible note. The convertible note is subject to a 9.99% beneficial ownership limitation, which restricts the holder’s ability to convert the note to the extent that such conversion would result in the holder beneficially owning more than 9.99% of the Company’s outstanding common stock. Accordingly, the number of shares deemed beneficially owned reflects the maximum number of shares that may be converted within such limitation as of June 30, 2026. Lawrence Leonard, the Chief Technical Officer of Admiral Admiration Ltd., the Manager of MMCAP International Inc. SPC (the “Selling Securityholder”), has voting and investment control of the shares held by the Selling Securityholder and may be deemed to be the beneficial owner of such shares. Mr. Leonard, however, disclaims any beneficial ownership of the shares held by the Selling Securityholder. The registered address of the Selling Securityholder is at c/o P.O. Box 32021 SMB, Admiral Financial Centre, 90 Fort Street, Grand Cayman, Cayman Islands KY1-1208. (2) Represents (i) shares of common stock issuable upon conversion of a convertible note. The convertible note is subject to a 9.99% beneficial ownership limitation, which restricts the holder’s ability to convert the note to the extent that such conversion would result in the holder beneficially owning more than 9.99% of the Company’s outstanding common stock. Accordingly, the number of shares deemed beneficially owned reflects the maximum number of shares that may be converted within such limitation as of June 30, 2026. Hivemind Validation QOZ GP (“Hivemind GP”) is the General Partner of the Selling Stockholder. Hivemind Capital Partners, LLC (“HCP”) is the Investment Manager of the Selling Stockholder. HCP’s voting and investment decisions are made by an investment committee comprised of Yechuan Zhang, Jake Greenstein and Emmanuel Vallod (the “Investment Committee Members”). Each of Hivemind GP, HCP and the Investment Committee Members disclaim beneficial ownership of the securities held by the Selling Stockholder, except to the extent of pecuniary interest therein. The address of Hivemind Capital Partners is 22nd Floor, 875 Sixth Avenue, New York, NY 10001. (3) Represents (i) shares of common stock issuable upon conversion of a convertible note. The convertible note is subject to a 9.99% beneficial ownership limitation, which restricts the holder’s ability to convert the note to the extent that such conversion would result in the holder beneficially owning more than 9.99% of the Company’s outstanding common stock. Accordingly, the number of shares deemed beneficially owned reflects the maximum number of shares that may be converted within such limitation as of June 30, 2026.Eric Taylor, the Manager of EBT Group Holdings LLC (the “Selling Securityholder”), has voting and investment control of the shares held by the Selling Securityholder. Mr. Taylor may be deemed to be the beneficial owner of such shares. Mr. Taylor, however, disclaims any beneficial ownership of the shares held by the Selling Securityholder. The registered address of the Selling Securityholders is at c/o 1575 North Park Drive, Weston, FL 33326. (4) Represents (i) shares of common stock issuable upon the exercise of warrants. The warrants are subject to a 9.99% beneficial ownership limitation, which restricts the holder’s ability to exercise the warrants to the extent that such exercise would result in the holder beneficially owning more than 9.99% of the Company’s outstanding common stock. Accordingly, the number of shares deemed beneficially owned reflects the maximum number of shares that may be exercised within such limitation as of June 30, 2026. Andrew Ma, the Chief Compliance Officer of Polar Multi-Strategy Master Fund (the “Selling Securityholder”), has voting and investment control of the shares held by the Selling Securityholder and may be deemed to be the beneficial owner of such shares. Mr. Ma, however, disclaims any beneficial ownership of the shares held by the Selling Securityholder. The registered address of the Selling Securityholder is at c/o 16 York Street, Suite 2900, Toronto, Ontario, Canada M5J 0E6. Securities Authorized for Issuance under Equity Compensation Plans The Company established the 2019 Equity Incentive Plan, as amended (the “2019 Plan”). The plan grants incentives to select persons who can make, are making and continuing to make substantial contributions to the growth and success of the Company, to attract and retain the employment and services of such persons and to encourage and reward such contributions by providing these individuals with an opportunity to acquire or increase stock ownership in the Company through either the grant of options or restricted stock. The 2019 Plan is administered by the Compensation Committee or such other committee as may be appointed by the Board of Directors pursuant to the 2019 Plan. The Compensation Committee has full authority to administer and interpret the provisions of the 2019 Plan, including, but not limited to, the authority to make all determinations with regard to the terms and conditions of awards made under the 2019 Plan. On September 18, 2024, the Company filed a Certificate of Change with the Nevada Secretary of State to effect a reverse stock split of its common stock at a rate of 1-for-20 (the "Reverse Stock Split"), which became effective as of October 3, 2024. The Reverse Stock Split was approved by the Board of Directors in accordance with Nevada law. Concurrently, the Company’s shareholders consented to, and the Board of Directors approved, an amendment of the 2019 Plan to increase the maximum number of shares that may be issued thereunder to 500,000 shares, as adjusted for the 1 for 20 reverse stock split. On June 16, 2025, the shareholders approved an amendment to the 2019 Plan to increase the number of shares issuable pursuant to awards granted under the 2019 Plan from 500,000 shares to 10,000,000 shares. On August 19, 2025, the shareholders approved an amendment to the 2019 Plan to increase the number of shares issuable pursuant to awards granted under the 2019 Plan from 10,000,000 shares to 25,000,000 shares. 55 Table of Contents The following table summarizes information, as of June 30, 2026, relating to compensation plans under which equity securities are authorized for issuance. Plan category Number of securities to be issued upon exercise of outstanding options, warrants and rights* Weighted-average exercise price of outstanding options, warrants and rights Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in first column) ** Equity compensation plans approved by security holders 5,291,452 $ 2.64 19,046,056 Equity compensation plans not approved by security holders - - - Total 5,291,452 $ 2.64 19,046,056 _____________ * Consists of 664,200 options outstanding and 4,627,252 RSUs outstanding. ** There have been 10,919 shares issued for the exercise of stock options and 651,573 shares issued for vested RSUs. Item 13. Certain Relationships and Related Transactions, and Director Independence In March 2025, Allan Marshall purchased 125,000 shares of Series A preferred shares from the Company at a per share price of $2.60 per preferred share. This purchase was settled through the cancellation of a $400,000 related party advance. There are no advances due to Allan Marshall at June 30, 2026 and 2025. On April 1, 2024, the Company entered into a lease agreement with MFA 2510 Merchant LLC, which is owned by our CEO, Allan Marshall. The lease is for approximately 10,000 square feet of warehouse and office space, located in Odessa, Florida for $20,060 per month. The initial term of the lease is five years. The Company is responsible for real estate taxes, utilities, and repairs under the terms of certain of the operating leases and accounted for as non-lease components and not part of what we include in ROU assets. The Company spent $611,768 in leasehold improvements to prepare the facility for product manufacturing, which will be amortized over the five-year lease term. Product manufacturing was at full capacity and fully moved from the Nevada facility as of August 1, 2024. During the years ended June 30, 2026 and 2025, the Company recognized lease expense related to this lease of $186,536 and $320,050, respectively. As a result of the Company’s course of action to terminate the CBD gummy and other operations, a loss on disposal of leasehold improvements of approximately $477,000 was recorded during the year ended June 30, 2026. No such loss was recognized during the year ended June 30, 2025. As of June 30, 2026, the Company no longer leases this facility or has obligations related to this facility. 56 Table of Contents On June 13, 2024, the Company entered into a Stock Purchase Agreement pursuant to which the Company sold one hundred percent (100%) of the issued and outstanding equity of its wholly owned subsidiary VitaMedica, Inc. to three investors (the “Buyers”). One of the minority interest Buyers is Allan Marshall, the Company’s CEO. The purchase price for the stock was $6,000,000, subject to certain customary post-closing adjustments. The proceeds of the transaction were used for working capital, the reduction of debt and the reduction of other liabilities. At June 30, 2026, there was no outstanding purchase price receivable related to the transaction. At June 30, 2025, the outstanding purchase price receivable was $2,000,000. Except as disclosed above, no director, executive officer, shareholder holding at least 5% of shares of our common stock, or any family member thereof, had any material interest, direct or indirect, in any transaction, or proposed transaction during the years ended June 30, 2026 and 2025, in which the amount involved in the transaction exceeded or exceeds the lesser of $120,000 or one percent of the average of our total assets at the year-end for the last three completed fiscal years. Director Independence The Board of Directors has determined that Gene Salkind, Lawrence Dugan and Thomas Williams are independent directors under the listing standards. Item 14. Principal Accountant Fees and Services The aggregate fees billed for the most recently completed fiscal years ended June 30, 2026 and 2025 for professional services rendered by the principal accountant for the audit of our annual consolidated financial statements and review of the consolidated financial statements and services that are normally provided by the accountant in connection with statutory and regulatory filings or engagements for these fiscal periods were as follows: Year Ended June 30, 2026 2025 Audit Fees $ 261,600 $ 245,500 Audit Related Fees - - Tax Fees - - All Other Fees - - Total $ 261,600 $ 245,500 Our Board of Directors pre-approves all services provided by our independent auditors. All of the above services and fees were reviewed and approved by the Board of Directors either before or after the respective services were rendered. Our Board of Directors has considered the nature and amount of fees billed by our independent auditors and believes that the provision of services for activities unrelated to the audit is compatible with maintaining our independent auditors’ independence. 57 Table of Contents PART IV Item 15. Exhibits and Financial Statement Schedules (a) Consolidated financial statements (1) Consolidated financial statements for our company are listed in the index under Part II, Item 8 of this Annual Report on Form 10-K. (2) All financial statement schedules are omitted because they are not applicable, not material or the required information is shown in the consolidated financial statements or notes thereto. (b) Exhibits Exhibit Index Filed or Incorporation by Reference Filing Furnished Exhibit No. Description Form File No. Exhibit Date Herewith 3.1 Certificate of Incorporation S-1 333-288822 3.1 7/21/25 3.2 Certificate of Amendment to Certificate of Incorporation 8-K 001-40535 3.1 1/28/26 3.3 Bylaws S-1 333-288822 3.2 7/21/25 4.1 Specimen of Stock Certificate S-1 333-255266 4.6 4/15/21 10.1 Upexi, Inc. 2019 Incentive Stock Plan (Amended and Restated as of February 8, 2021) S-1 333-255266 10.1 4/15/21 10.2 Form of Nonqualified Stock Option Agreement S-1 333-255266 10.2 4/15/21 10.3 Stock Purchase Agreement, dated June 1, 2024 8-K 001-40535 10.1 6/17/24 10.4 Agreement to Unwind Securities Purchase Agreement, dated July 31, 2024 8-K 001-40535 10.1 8/5/24 10.5+ Employment Agreement, dated April 24, 2025, between Registrant and Allan Marshall 8-K 001-40535 10.1 4/25/25 10.6+ Employment Agreement, dated April 24, 2025, between Registrant and Andrew J. Norstrud 8-K 001-40535 10.2 4/25/25 10.7+ Employment Agreement, dated May 23, 2025 between the Company and Brian Rudick 8-K 001-40535 99.2 5/23/25 10.8 Equity Interest Purchase Agreement, dated August 31, 2023, between Registrant and Amplifyir Inc. 8-K 001-40535 2 9/6/23 58 Table of Contents 10.9 Exercise of Option to Acquire Cygnet Online, LLC, dated September 1, 2023, between Registrant and Eric Hanig 10-K 001-40535 10.23 10/3/23 10.10 Upexi, Inc. 2019 Amended and Restated Stock Incentive Plan, effective May 24, 2022 S-8 333-273859 4.7 8/9/23 10.43 Loan Borrower Request, dated September 9, 2026, by and among Upexi, Inc., BitGo Prime, LLC and, solely with respect to Section 2(d) thereof, BitGo Trust, Inc. 8-K 10.1 9/14/26 10.44 Audit Committee Charter 10-K 001-40535 10.25 10/3/23 10.45 Compensation Committee Charter 10-K 001-40535 10.26 10/3/23 10.46 Nominating Committee Charter 10-K 001-40535 10.27 10/3/23 14.1 Code of Business Conduct and Ethics 10-K 001-40535 14.1 10/3/23 14.2 Whistleblower Policy 10-K 001-40535 14.2 10/3/23 19.1 Upexi, Inc. Insider Trading Policy x 21.1 List of Subsidiaries of Registrant x 23.1 Consent of Independent Registered Public Accounting Firm x 31.1 Certification of Chief Executive Officer pursuant to Exchange Act Rule 13a-14a and 15d-14a, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 x 31.2 Certification of Chief Financial Officer pursuant to Exchange Act Rules 13a-14a and 15d-14a, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. x 32.1* Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. x 32.2* Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. x 97.1 Upexi, Inc. Compensation Recovery Policy 10-K/A 001-40535 97.1 4/22/25 101.INS Inline XBRL Instance Document (the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document). x 101.SCH Inline XBRL Taxonomy Extension Schema Document x 101.CAL Inline XBRL Taxonomy Extension Calculation Linkbase Document x 101.DEF Inline XBRL Taxonomy Extension Definition Linkbase Document x 101.LAB Inline XBRL Taxonomy Extension Label Linkbase Document x 101.PRE Inline XBRL Taxonomy Extension Presentation Linkbase Document x 104 Cover Page Interactive Data File (formatted as inline XBRL with applicable taxonomy extension information contained in Exhibits 101) x ______________________ * These exhibits are furnished with this Annual Report on Form 10-K and are not deemed filed with the Securities and Exchange Commission and are not incorporated by reference in any filing of Upexi, Inc. under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, whether made before or after the date hereof and irrespective of any general incorporation language contained in such filings. + Indicates a management contract or compensatory plan or arrangement. Item 16. Form 10-K Summary None. 59 Table of Contents SIGNATURES Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, there unto duly authorized. UPEXI INC. (Registrant) Dated: September 17, 2026 /s/ Allan Marshall Allan Marshall President, Chief Executive Officer and Director (Principal Executive Officer) Dated: September 17, 2026 /s/ Andrew J. Norstrud Andrew J. Norstrud Chief Financial Officer (Principal Financial Officer and Principal Accounting Officer) Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated. Dated: September 17, 2026 /s/ Allan Marshall Allan Marshall President, Chief Executive Officer and Director (Principal Executive Officer) Dated: September 17, 2026 /s/ Andrew J. Norstrud Andrew J. Norstrud Chief Financial Officer (Principal Financial Officer and Principal Accounting Officer) Dated: September 17, 2026 /s/ Gene Salkind Gene Salkind Director Dated: September 17, 2026 /s/ Thomas C. Williams Thomas C. Williams Director Dated: September 17, 2026 /s/ Lawrence H. Dugan Lawrence H. Dugan Director 60