Upexi, Inc.

Good day. Welcome to UPEXI Incorporated Fiscal Second Quarter 2026 Financial Results Conference Call. Please note this event is being recorded. I would now like to turn the conference over to Walter Pinto, Managing Director at KCSA Strategic Communications. Please go ahead.

Thank you, Operator. Good evening and welcome everyone to the UPEXI Fiscal Second Quarter 2026 Financial Results Conference Call. I'm joined today by Alan Marshall, Chief Executive Officer, Andrew Nordstrom, Chief Financial Officer, and Brian Ruddick, Chief Strategy Officer. Before we begin, I'm going to remind everyone the statements made during today's conference call may be deemed forward-looking statements within the meaning of the safe harbor of the Private Securities Litigation Reform Act of 1995. Actual results may differ materially due to a variety of risks, uncertainties, and other factors. For a detailed discussion of some of the ongoing risks and uncertainties in the company's business, I refer you to the press release issued this evening and filed with the SEC on Form 8K, as well as the company's reports filed periodically with the SEC. The company disclaims any intention or obligation to update or revise any forward-looking statements, whether as a result of new information, future events, or otherwise, unless otherwise required by law. In addition, during the course of the call, we may refer to non-GAAP financial measures that are not prepared in accordance with accounting principles generally accepted in the United States. and they may be different from non-GAAP financial measures used by other companies. The reconciliation of non-GAAP financial measures to the most directly comparable GAAP financial measures are contained in our earnings release issued this evening, unless otherwise noted. I'd now like to turn the call over to UPEXI CEO, Alan Marshall.

Thank you, Walter, and welcome to our second quarter 2026 earnings conference call. I'm happy to review our results and discuss why, despite the difficult market backdrop, I remain extremely optimistic for the future and why we remain well positioned to win. The market presented two key challenges for us last quarter, with both declining asset prices and Treasury Company multiple compression. This was reflected in our quarterly results as well as in our stock price. I'll discuss each in succession. On the former, the price of Solana fell 40% during the quarter, and it has fallen a further 31% since the quarter end. While there have been many reasons cited, including rising geopolitical risks, precious metals ceiling to show, and many more, the fact of the matter is the biggest determinant of any treasury company's success. has and always will be the performance of its underlying token. Thus, we are not immune, and Solana's performance had a big impact on the company. That said, I remain encouraged for three key reasons. The first is given their nascency, such volatility is normal with digital assets, and Solana often exhibits large movements in both directions, allowing a significant uptrend over time. Second, as Brian will discuss in more detail, The underlying fundamentals for Solana continue to improve as global finance moves on chain. Here, I'm particularly optimistic because over time, price follows fundamentals. And improving fundamentals against a falling price is a recipe for greater potential upside. Lastly, as a treasury company, we have multiple mechanisms not available to native tokens or ETFs that can create value for shareholders, like a creative issuance and discounted lock token purchases. We have in the past and aim to in the future increase our Solana per share to help offset any decline in token price or to add to any increase in price in an up market. So overall, between the volatility being expected, a positive view for potential Solana price appreciation, and our ability to increase Solana per share, we remain positive about the opportunity and continue to believe 2026 will be a strong year for Solana and UPEXI. The second key challenge during the quarter was general multiple compression in the treasury space. We believe this was due to the law of supply and demand. With over 200 treasury companies, it's not hard to see why many are trading at discounts than net asset value. Despite this, I remain optimistic for so many reasons. First, I believe the subsector will work through some of its oversupply, either through M&A or from treasury companies selling their digital assets to close the discounts. Secondly, I believe there are fundamental reasons why UPEXI can and should trade at premium valuation in constructive market environments. As discussed in the past, these have to do with our multiple value accrual mechanisms, which have value. Third, as we have publicly stated, we are working to increase the yield that we generate on the treasury in a risk-prudent and recurring fashion. Should we be successful, we believe this would increase our multiple, which in turn would accelerate the model and differentiate UPEXI from others. Lastly, I believe we're likely to see multiple expansion in a bull market. This has been the case historically with public companies, and there are large catalysts like the potential passage of U.S. digital asset legislation that could quickly bring this to fruition. In closing, while we have had a turbulent start to 2026, we remain positive about the future, and the company has developed a strong strategic plan to, one, increase yield, two, hedge positions use a maturing option market, And lastly, capitalize on top opportunities the volatility creates. All of these things should lead to significant growth in yield, cash flow, and stability for 2026 and beyond. With that, I'd like to turn the call over to our Chief Strategy Officer, Brian Ruddock.

Thanks, Alan, and hello, everyone. Despite the challenges during the quarter, the underlying fundamentals for both Solana and UPEXI remain solid. As a brief reminder, Solana's North Star is what it calls internet capital markets, where it aims to upgrade our antiquated global financial infrastructure. Existing constructs like ACH and the credit card issuer networks were created 50-plus years ago and are slow and expensive, while even fintech is simply a front-end wrapper on this antiquated infrastructure. But we can now use internet and blockchain-based rails to upgrade this antiquated infrastructure for huge speed and cost savings. in addition to other benefits around transparency, composability, investor access, and many more. Solana continued to progress throughout the quarter with increased development, adoption, and usage. The Spot Solana ETF launched and have seen over 850 million of net inflows since. Stablecoin supply reached a new record. Tokenized equities are booming. Non-native tokens like MON and STRK began trading on Solana. and the Firedancer client launched on mainnet. And importantly, key announcements were made by various leading institutions, including Western Union, Visa, Coinbase, Revolut, Robinhood, Kaoshi, and SoFi. In short, Solana demonstrated strong momentum, and particularly so related to its internet capital markets goal. The opportunity to revolutionize finance is massive, and Solana is at its very heart. We remained active with the capital markets, highlighted by the private placement of up to $19 million in common stock and warrants, and subsequent to quarter end, an additional $7 million common stock and warrants offering, as well as a $36 million in-kind convertible note issuance. Both were done at a premium to our fully loaded NAV, meaning they increased adjusted Solana per share. We also became self-eligible during the quarter and quickly filed our shelf registration statement on form S3 with the SEC, which is now effective. And we announced a $50 million share repurchase program, adding another important tool to manage capital. On the visibility front, we participated in over 10 conferences and events during the quarter, including Solana Breakpoint, Maxim, Cantor, Rothschild, Roth, Clear Street, and others. These resulted in myriad presentations and panels, as well as in over 100 investor meetings where we continue to evangelize both Solana and UPEXI. And we continue to appear in many news articles and podcasts throughout the quarter. Put simply, Solana is executing on its internet capital markets roadmap, and UPEXI is adding additional value for shareholders. And with that, I'd like to turn the call over to our Chief Financial Officer, Andrew Norstrud, for a review of our financial performance.

Thank you, Brian. As of December 31st, the company had approximately $1.6 million in cash and 2.17 million Solana tokens. $1.32 million of those tokens were liquid. $850,000 of those tokens were locked. For the six months ended December 31st, 2025, The company had digital asset revenue of approximately $11.2 million, or approximately 65,700 tokens added. We expect to increase the number of tokens we hold in our treasury each quarter and also increase the quarterly revenue from the treasury. The direct treasury expenses for the six months ended December 31, 2025, were approximately $6 million, which included management fees, custodial fees, service fees, and interest. For the six months ended December 31st, 2025, the Treasury had an unrealized loss on digital assets of approximately 86.4 million, reflective of the Solana price per token of $124.48 at December 31st, 2025. There are no comparable financial information for the prior period as the digital Treasury was started in April of 2025. The company continues to develop the digital asset treasury with a focus on maximizing the return for shareholders and had approximately 95% of all tokens staked at December 31st, 2025. For the second quarter, total revenue was approximately 8.1 million, an increase of approximately 4 million, or just over 100%, compared to 4 million in the prior year quarter. For the six-month period ended December 31st, 2025, Total revenue was $17.3 million compared to $8.4 million in the prior period. This increase reflects the addition of digital asset treasury business in 2025. The net loss for the quarter was approximately $178.9 million or approximately $2.94 per share. This loss was primarily driven by the $164.5 million of unrealized losses on digital assets reflecting non-cash quarter-end fair value adjustments, as well as approximately $8.3 million of stock compensation expense. Excluding these fair value changes, the underlying Treasury's performance has remained strong. We increased the number of Solana tokens on our Treasury during the quarter by approximately 106,000 tokens. The increase was driven by spot token purchases partially offset a decline in the locked Solana through a swap transaction. We continue to strengthen our balance sheet in light of the changing market environment. Due primarily to accretive equity raises previously mentioned, we currently have approximately $9.7 million of cash on hand. Management continues to focus on growing Solana's holdings on a per share basis through disciplined capital activities, staking yield, and opportunity stakes purchases of discounted locked tokens while maintaining prudent leverage and risk management. And now I'll turn it back over to Alan for concluding remarks.

Thanks, Andrew. I wanted to conclude the call by highlighting our top priorities. While we, as always, remain hyper-focused on external visibility and intelligent capital issuance, there are two key initiatives worth highlighting. The first is a continued focus on accretive growth. We aim to raise capital above NAV to increase our digital assets per share. We will continue to look for ways to raise equity capital in the most cost effective manner available. Additionally, we will also continue to issue in-kind convertible notes at a premium to NAV. Such notes offer differentiated risk reward for investors while significantly reducing credit risk for both parties. Our second key focus going forward is to increase the yield on the treasury in a low risk fashion, which we believe would enhance our valuation. If we are successful, we should trade at a sustainable premium, which itself would accelerate the capital market's flywheel. In closing, we've remained active even in a significant downtrend, completing both a capital raise and an in-kind convert, both at slightly or above NAV. While this has not helped stem the downturn or the stock performance, we believe it will accelerate the upturn when Solana and crypto begin to recover from the current drawdown. With that, I'll turn it over to the operator for questions.

Thank you. If you would like to ask a question, please press star 1 on your telephone keypad. Confirmation tone will indicate your line is in the question queue. You may press star 2 if you would like to remove your question from the queue. And for participants using speaker equipment, it may be necessary to pick up your handset before pressing the star keys. Our first question is from Brian Kinslinger with Alliance Global Partners. Please proceed.

Great. Thanks. Excuse me. Thanks for taking my questions. With the recent pressure on Solana coupled with your high conviction, is there any change in terms of your capital raising strategy? Are you more willing to raise capital at a lower premium MNAV to reduce your average purchase price? And then is the goal to use the ATM as much as possible to lower your cost of capital?

I think I'll dump in here, Brian, Sal and Marshall.

I don't think we've changed our perspective at all on this. We have one of the lowest costs on Solana tokens. We were able to, like we said, do two capital raises subsequent to the quarter end with the one with Hivemind and then the cash one not too long ago, just over NAV. So, We don't want to panic here, or I shouldn't say panic, but make decisions based on just daily movement. We continue to bring that cost down. We'll definitely be open to raising capital as that gap to NAV closes again, but we're still going to look to raise above NAV or at NAV as often as possible. The ATM obviously is the lowest cost. Now that we have all the tools in place going forward, We'll certainly be willing to use that, but we'll also be willing to sell Solana to buy stock back if that gap gets too wide as well.

Well, to that point, you've got $9.7 million of cash. How do you weigh buying Sol versus keeping a reserve?

I think the one thing that this downturn has taught everybody is to keep a reserve. The volatility has been even, I think, what Even from the crypto news, we would be considered pretty volatile in such a short period of time, especially into what everyone consider tailwinds. So right now, we're going to just be prudent. We do think we're getting close to washing out at the bottom here. Hopefully, we'll bounce around for a while and recover. So cash reserves are okay. What we've done is just kind of show the balance sheet, make sure that we're set. The other thing with the whole market, and I said it in our call, is the options market and everything are getting much more liquid. So you're going to have a lot more opportunity to hedge these positions or to partially hedge these positions. We tried to do it earlier in the year. We're just unable to get a liquid enough market to do the size we want it. Looking back, we wish we could have, but with all of the new kind of, attention to it, all of the ETFs launching, liquidity is coming. So everything's maturing, and I think all of that's going to still bring a lot of opportunity, both to raise capital again, to hedge in any movements, to sit on cash. Right now, we're just, in general, playing it as close to the best we can, but we're still looking to grow.

My last question is, you've alluded to your high-yield strategy plans I think you had a press release a while back on that too. Any more you can share? We've seen a number of dApps lend their digital coins. They've generated a much higher return. I guess I'm curious, is there a lower appetite for would-be partners for this type of transaction given the pressure in cryptocurrency? Or are there still a number of parties that have a high degree of interest and something's imminent?

Couple things. One is, I want to see how that yield, we understand how they're looping those tokens and everything. I don't believe that creates the yield that they're talking about. So I want to see how that's, I'm not sure it's presented in an apples to apples presentation. So we want to see that. However, we are currently going through the exercise to pinpoint the risk adjusted, high yield strategies we're looking for, opportunities. What we do believe there's a time and a place for on-chain yields Today is not it for us. We're still not willing to go on-chain. We're still waiting for that regulatory clarity. The on-chain comes with additional smart contract liquidation risks. We don't want to enter into any of that, like you said, with that volatility. And those yields can also compress. So what we're looking at is a more familiar... and really easily understood by traditional kind of investors who are looking at something that's more familiar in the markets. We're going to try to launch that here into the second quarter, so April forward. And at that point, we'll kind of give more clarity on how we're doing that. But it's not on-chain. That's all I can tell you for now.

Okay. Thanks for taking my questions.

No problem.

As a reminder, it is Star 1 on your telephone keypad if you would like to ask a question. Our next question is from Brett Knobloch with Cantor Fitzgerald. Please proceed.

Hi, guys. Thanks for taking my question.

I might have missed this, but is there an updated sole balance following the direct offering and the placement of the convertible notes? In the press release, it said around 2.4 million.

Is that the number that we should be using? That's the public number we have so far. It's really close. It's really close to that number.

Nothing much has changed. Perfect. Appreciate it.

And then just to maybe double-click on the generating additional yield outside of staking, could you maybe elaborate in what forms of activities you would be participating in? Obviously, you said nothing on-chain, but any additional color on how or where you would generate additional yield to staking?

I'll let Brian step in here, but what I will say is we will definitely elaborate on that going forward, but right now we're trying to get it set up the way we want to get it set up. I'll let Brian step in and elaborate a little bit there.

Thanks, Alan, and thanks, Brett. As Alan mentioned, we're still in the exploratory phase. We think that we've identified specifically one strategy that can generate high yield in a low risk way. But we're waiting till we're a bit further along in that path before we reveal too many details. The one thing I'd say is like we've got really two key things that we're focused on. One is making sure that this is recurring. And number two, making sure that this is low risk. And so when we think about it internally, our hurdle rate is that low to mid teens that we can get on the lock. And so we've bought locked Solana at a 15% discount. When you think of it like OID and you put that 15% discount into the yield equivalent, we still get the 7% staking yield on that. And so it translates to an all-in low team's yield. And we view that as low risk as well. So that is kind of the hurdle rate of what we're looking to do. And everything that we do will be compared against that. But we will give more information in the future as we continue to progress there.

Perfect. Thanks, guys. Appreciate it.

There are no more further questions. I would like to turn the conference back over to Alan Marshall for closing remarks.

Well, thank you, everybody, for joining the call. I know it's been a tough quarter for everyone at Crypto. Like I said, during the call, we do think the future is still bright. We think we're on the right path. And thank you for the great questions. And we'll look forward to updating you guys during the quarter and look forward to the next conference call. Thank you very much.

The conference has now concluded. Thank you for attending today's presentation. You may now disconnect.