UPEXI, INC. — Director's Dealing 2025

Apr 25, 2025

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: UPEXI, INC. (UPXI)
CIK: 0001775194
Period of Report: 2025-03-12-05:00

Reporting Person: MARSHALL ALLAN (N/A)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2025-04-17-05:00	Common Stock	P	657895	$2.28	Acquired	809318	Direct
2025-04-17-05:00	Common Stock	A	75000	$0.00	Acquired	884318	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2025-03-12-05:00	Convertible Preferred Stock	$2.60	P	125000	Acquired		Common Stock (125000)	Direct
2025-04-17-05:00	Warrants to purchase Common Stock	$2.28	A	500000	Acquired	2030-04-17-05:00	Common Stock (500000)	Direct

Footnotes

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.