SCHEDULE: UPEXI Ownership Update: Key Investors Disclose Stakes

Multiple investment entities and individuals have disclosed their beneficial ownership in UPEXI, INC., including significant stakes held by CNC Inversiones Ltd. and GSR-affiliated funds.

Summary

• GSR Growth Investments LP and GSR Growth Investments GP Ltd. each beneficially own 705,882 shares, representing 1.19% of UPEXI, INC.'s common stock, primarily through convertible notes.
• GSR Strategies LLC and GSR USA Intermediate LLC each beneficially own 1,699,561 shares, representing 2.81% of the common stock, primarily through warrants.
• CNC Inversiones Ltd., along with its directors Carlos Cristian Gil and Nadia Gil, each beneficially own 4,385,965 shares, representing 7.45% of the common stock.
• The total outstanding common stock of UPEXI, INC. was 58,888,756 shares as of September 23, 2025, as reported in the company's Annual Report on Form 10-K.
• All reporting persons certify that their securities were not acquired for the purpose of changing or influencing control of the issuer.

Sentiment

Score: 6

Explanation: The filing is a factual disclosure of ownership, which is generally neutral. The presence of institutional investors and significant individual stakes can be seen as a positive signal of investor interest, but it doesn't provide operational or financial performance updates. The potential for future dilution from convertible notes and warrants is a minor consideration.

Positives

• Increased transparency regarding significant shareholders and their holdings.
• The presence of institutional investors (GSR entities) and a substantial individual/entity stake (CNC Inversiones Ltd. and Gils) can signal confidence in the company.
• The holdings through convertible notes and warrants suggest potential future equity conversion, which could provide capital or demonstrate long-term interest.

Risks

• Future dilution risk for existing shareholders if convertible notes and warrants held by GSR entities are exercised, increasing the number of outstanding shares.
• Concentrated ownership by CNC Inversiones Ltd. (7.45%) could give them significant influence over corporate decisions, potentially aligning with or diverging from other shareholders' interests.

Future Outlook

The filing does not contain any forward-looking statements or guidance regarding the company's future performance or strategic direction, as it is solely an ownership disclosure.

Industry Context

Schedule 13G filings are routine disclosures required by the SEC when an entity or individual acquires more than 5% of a company's voting shares with passive investment intent. This filing provides transparency into the ownership structure of UPEXI, INC., indicating that several institutional and individual investors hold significant, non-controlling stakes. Such disclosures are crucial for market participants to understand potential influences on corporate governance and future capital structure.

Comparison to Industry Standards

• This filing is a standard regulatory disclosure of beneficial ownership, not a performance report. Therefore, a direct comparison to industry-specific operational or financial benchmarks is not applicable.
• The ownership percentages disclosed are within typical ranges for significant passive investors in publicly traded companies.

Corporate Governance

Related Party Transactions

• Carlos Cristian Gil and Nadia Gil are directors of CNC Inversiones Ltd., which holds 7.45% of UPEXI, INC.'s common stock. This establishes a related party relationship where the individuals have shared voting and dispositive power over the shares held by CNC Inversiones Ltd.

Stakeholder Impact

• Shareholders: Increased transparency regarding significant holders. Potential for future dilution if convertible notes and warrants are exercised. The presence of large, passive investors might stabilize the stock.
• Management: Awareness of significant shareholders who could potentially influence future strategic decisions, even if currently passive.

Key Dates

Recommendation

This Schedule 13G filing is a routine disclosure of beneficial ownership and does not contain new financial or operational data to warrant a change in investment thesis. While it highlights significant stakes by institutional and individual investors, these are passive positions. The presence of convertible notes and warrants suggests potential future dilution, but this is a known characteristic of such instruments. Without further operational or financial updates, maintaining a 'hold' position is appropriate, pending more comprehensive company performance reports.

Keywords

UPEXI INC, Schedule 13G, Beneficial Ownership, Common Stock, Convertible Notes, Warrants, GSR Growth Investments, CNC Inversiones, Institutional Investor, Shareholder Disclosure, SEC Filing