Current Report · Items 1.01, 7.01, 9.01 · 8-K

Upexi, Inc.

UPXINASDAQEQUITYCurrent

Entry into a Material Definitive Agreement · Regulation FD Disclosure

Filed Sep 14, 2026Accepted Sep 14, 2026, 4:50 PM EDTCIK 1775194Accession 0001477932-26-005580

Company context

Upexi, Inc. (Nasdaq: UPXI) is a leading digital asset treasury company, where it aims to acquire and hold as much Solana (SOL) as possible in a disciplined and accretive fashion. In addition to benefiting from the potential price appreciation of Solana - the cryptocurrency of the leading high-performance blockchain - Upexi utilizes three key value accrual mechanisms in intelligent capital issuance, staking, and discounted locked token purchases. The Company operates in a risk-prudent fashion to position itself for any market environment and to appeal to investors of all kinds, and it currently holds over two million SOL. Upexi also continues to be a brand owner specializing in the development, manufacturing, and distribution of consumer products. Please see www.upexi.com for more information.

Current securities

UPXINASDAQ · EQUITY · Current

Recent company filings

Disclosure sections

Items 1.01, 7.01, 9.01

Select an item to read the extracted section. The as-filed document remains the primary evidence.

Item 1.01Item 1.01 - Entry into Material Agreement

Item 1.01. Entry into a Material Definitive Agreement. On September 9, 2026, Upexi, Inc. (the “Company”) entered into a Loan Borrower Request (the “Loan Confirmation”) with BitGo Prime, LLC (“BitGo”) pursuant to the Company’s existing Master Loan Agreement with BitGo. The Loan Confirmation modifies the terms applicable to the Company’s active loans under the Master Loan Agreement. Under the Loan Confirmation, the interest rate applicable to the Company’s outstanding borrowings was reduced from 11.5% to 7.5% per annum and the required collateral level was reduced to 200%. The Loan Confirmation also provides for a margin call level of 150%, a margin recall level of 300% and a liquidation level of 115%. The Loan Confirmation reflects approximately $57.3 million of borrowings and provides that collateral may consist of locked Solana (“SOL”), liquid SOL, USDC and US dollars. The foregoing description of the Loan Confirmation does not purport to be complete and is qualified in its entirety by reference to the Loan Confirmation, a copy of which is filed as Exhibit 10.1 to this Current Report on Form 8-K and incorporated herein by reference.

Item 7.01Item 7.01 - Regulation FD Disclosure

Item 7.01. Regulation FD Disclosure. On September 14, 2026, the Company issued a press release announcing the amendment of its existing credit facility with BitGo. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference. The information contained in this Item 7.01, including Exhibit 99.1, is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall such information be deemed incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such filing.

Filed exhibits (1)

EX-99.1 (by filename) upxi_ex991.htm

EX-99.1 3 upxi_ex991.htm PRESS RELEASE upxi_ex991.htm EXHIBIT 99.1 Upexi Amends BitGo Credit Facility Reduces Interest Rate by Four Percentage Points and Lowers Required Collateral TAMPA, Fla., September 14, 2026 -- Upexi, Inc. (NASDAQ: UPXI) (“Upexi” or the “Company”), a leading Solana-focused digital asset treasury company and consumer brands owner, today announced that it has amended its existing credit facility with BitGo Prime, LLC (“BitGo”), first entered into on May 23, 2025 under a Master Loan Agreement. Under the amended terms, the interest rate applicable to the Company’s outstanding borrowings has been reduced from 11.5% to 7.5% per year, and the required collateral level has been reduced to 200%, with a margin call level of 150%. “Under the amended credit facility, the Company, based on current borrowings outstanding, expects to save over $2 million in interest costs per year and enjoy greater flexibility with a lower collateral requirement,” stated Allan Marshall, Chief Executive Officer of Upexi. “Such action represents our continued efforts to reduce expenses and fortify the balance sheet as we look for more levers to create value for shareholders.” About U…

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