Upexi (UPXI) Proxy filing summary

Executive summary

• Special Meeting scheduled for November 24, 2026, to address key compliance and capital structure issues.

• Shareholder approval sought for share issuances related to convertible notes and a reverse stock split.

• Actions are in response to Nasdaq notifications regarding listing rule compliance.

• Board recommends voting in favor of all proposals to maintain Nasdaq listing and flexibility.

Voting matters and shareholder proposals

• Four proposals: approval of July Note share issuance, January Note share issuance, reverse stock split, and adjournment authority.

• July Note Proposal covers up to 35.3 million shares issuable at $4.25/share; January Note Proposal covers up to 6.87 million shares at $2.39/share.

• Reverse stock split proposal allows a 1:2 to 1:4 split at Board discretion over the next year.

• Adjournment Proposal enables meeting postponement for further proxy solicitation if needed.

Board of directors and corporate governance

• Board retains discretion to implement or abandon the reverse stock split based on market and compliance factors.

• Board recommends voting “FOR” all proposals.