Allan Marshall - 12 Mar 2025 Form 4 Insider Report for UPEXI, INC. (UPXI)

Role: Chief Executive Officer, Director, 10%+ Owner
Signature: /s/ Allan Marshall
Issuer symbol: UPXI
Transactions as of: 12 Mar 2025
Net transactions value: +$1,825,001
Form type: 4
Filing time: 25 Apr 2025, 16:01:36 UTC
Previous filing: 18 Mar 2024
Next filing: 24 Jul 2025
SEC: View on sec.gov

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
transaction	UPXI	Common Stock	Purchase	$1,500,001	+657,895	+434%	$2.28	809,318	17 Apr 2025	Direct	F1
transaction	UPXI	Common Stock	Award	$0	+75,000	+9.3%	$0.000000	884,318	17 Apr 2025	Direct	F2

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Underlying Class	Amount	Exercise Price	Ownership	Footnotes
transaction	UPXI	Convertible Preferred Stock	Purchase	$325,000	+125,000		$2.60	125,000	12 Mar 2025	Common Stock	125,000	$2.60	Direct	F3, F4
transaction	UPXI	Warrants to purchase Common Stock	Award	$0	+500,000		$0.000000	500,000	17 Apr 2025	Common Stock	500,000	$2.28	Direct	F5

* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id	Content
F1	The Reporting Person purchased these shares in a PIPE offering conducted by the Issuer. The shares are restricted securities subject to transfer restrictions under Rule 144 of the Securities Act until such time that they are registered pursuant to a registration statement or become eligible for resale otherwise.
F2	This award of the Shares is being made pursuant to the Issuer's Restricted Stock Award Agreement, subject to the following vesting schedule: 100% of the Shares vest on October 14, 2025. A portion of all of this award may be forfeited in the event of termination of employment.
F3	These Shares are convertible to Common Stock immediately.
F4	The Preferred Stock is perpetual and therefore has no expiration date.
F5	The warrants were awarded to the Reporting Person as compensation pursuant to his employment agreement. The warrants and the underlying shares are restricted securities subject to Rule 144 of the Securities Act. The warrants are exercisable immediately until their expiration date.