Upexi, Inc.

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

Thank you, operator. Good evening, and welcome, everyone, to the UPACC Fiscal Third 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'll 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 the accounting principle 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 issue this evening, unless otherwise noted. I'd now like to turn the call over to UPACC's CEO, Alan Marshall.

Thank you, Walter, and welcome everyone to our fiscal third quarter 2026 earnings conference call. I'm happy to review our quarterly results and discuss why we're particularly optimistic about the future. Our fiscal third quarter was characterized by a challenging environment, most notably a continued decline in both the price of Solana and industry multiples. Both had a direct impact on our stock and were the result of a general bear market in crypto. That said, SOL has rebounded from its intra-quarter low of approximately 77 to current 96, and our multiple is also well off the lows and is now sitting above NAV and our fully loaded measure. Brian will cover our thoughts on the downturn and why we believe prices and valuations can and will improve in the future. And while we, like any treasury company, are heavily impacted by token prices and valuation multiples, we are not simply waiting around for the environment to improve, but rather are taking a proactive approach with several efforts afoot. One key initiative, which will always be a core component to the company, is intelligent capital issuance. Like peers, we generally trade it at a discounted NAV during the quarter. We took advantage by buying back approximately 2.5 million common shares for roughly $2 million, or $0.80 per share. As a reminder, buying shares below one times NAV increases our Solana per share. In addition to the buybacks, we remained active on the issuance front. issuing a $36 million in-kind convertible note in January, which materially reduced credit risk given the in-kind nature and will also increase our Solana per share should the notes convert given a conversion price above NAV at the time of the issuance. Lastly, we completed an approximately $7 million equity plus warrants offering, which was done above NAV and also increased our Solana per share. Despite the difficult environment, we demonstrated an ability to utilize the capital markets to create value with both buybacks and issuances. The second key initiative during the quarter was an intense focus on expenses, including both treasury-related and for our brand's business. On the treasury side, expenses have been elevated since the launch of our treasury due to initializing the strategy, but will now normalize going forward. On our brand business, we moved from in-house operations, including manufacturing, warehouse, and logistics, to outsourced operation with third-party providers. Importantly, our costs are now right-sized and are more closely tied to the revenue generated. All in, and assuming a continued 6% to 7% staking yield, we would expect that by July 1st, the ongoing cash expenses for operations and interest will be less than the Treasury staking revenue. And our goal is to have the lowest expense base of Solana Treasury Company peers. The last key initiative during the quarter was yield generation, where we aimed to increase the native 7% Solana staking yield in a low risk and recurring manner. We continue to examine traditional sources of yield and are working towards a strategy that is successful with material increase the total yield earned on the treasury. We believe the market would pay for the additional yield earned beyond the native staking yield. If the yield is low risk and recurring, And if we are correct and successful, this would be accretive to our multiple, potentially giving us a sustained premium valuation that we can monetize and perhaps even perpetually enabling the digital asset treasury company capital markets flywheel. With that, I'd like to turn the call over to our Chief Strategy Officer, Brian Ruddick.

Thanks, Alan. And hello, everyone. Solana fell from roughly 125 per token to about 83 per token during the quarter for a 33% decline. This compares to Bitcoin's 22% fall over the same period. We believe the main reason for the decline in the price of Solana during the quarter was the decline in the price of Bitcoin. Whether due to investors lumping all of crypto together combined with Solana's much smaller market cap, Or to programmatic funds trading digital assets together, Solana tends to trade with a beta to Bitcoin. And Bitcoin fell materially due to a myriad of reasons, including OG token holder selling, four-year cycle fears, fallout from the October 10th deleveraging event, precious metals stealing the show, digital assets competing with alternative investment opportunities like AI, and more, which pulled Solana lower. While we believe the biggest determinant of the price of Solana will be the price of Bitcoin over the near term, we see this changing over the next few years. This is primarily because Bitcoin and Solana are two completely different constructs, with the former a store of value or digital gold and the latter a new type of computer and one that is upgrading our antiquated financial infrastructure. We believe that Solana will increasingly be viewed independently from Bitcoin as investor knowledge increases and judged based on its own underlying fundamentals. Here, Solana fundamentals remain strong. As a reminder, Solana's North Star is what it calls Internet Capital Markets, where it aims to have all the world's assets trading on a single liquidity venue accessible 24-7, 365 by anyone with an Internet connection. While Solana is simply a computer capable of running any application, we see particular opportunity in upgrading our antiquated financial infrastructure, much of which is old, slow, and expensive, with internet and blockchain-based rails for massive speed, cost, transparency, composability, and capital access benefits. Specific areas in this financial infrastructure upgrade include... Stablecoins, which enable near-free and near-instant payments to anyone anywhere in the world. Stablecoin transfer volume on Solana totaled $2.1 trillion in the quarter, up 60% over the prior year, and leading traditional companies like PayPal, Western Union, and Societe Generale are continuing to build and issue stablecoins on Solana due to its top performance and distribution. Another is tokenization. also known as real-world assets or RWAs, which move off-chain assets on-chain for massive benefits around asset management and administration, market efficiency and liquidity, and financial inclusion and economic growth. Solana RWAs hit $2.4 billion in one queue, up from just $317 million a quarter a year ago. including assets from leading issuers such as BlackRock and Franklin Templeton, and including tokenized equities where Solana commanded a 99% market share of trading volume in the first quarter. Finally, agentic payments, which are financial transactions executed autonomously by AI agents, are another large opportunity, as many experts believe that one day the bulk of economic activity will be performed by agents. AI agents cannot simply open up a traditional bank account, but rather need a hyper-performant, credibly neutral, and permissionless network on which to transact. This puts Solana in the catbird seat to capitalize on this nascent but emerging trend, tying AI progress with Solana's future success. Finally, I will conclude by saying that recent price action, in my opinion, creates a compelling opportunity. Bitcoin pulled the price of Solana lower, while the fundamentals, from stablecoins to tokenization, AI agents, and beyond, are higher. Over time, prices follow fundamentals, and a lower price against improving fundamentals creates an improved risk-reward. UPEXI and Solana are well positioned to benefit. And with that, I'll turn the call over to our Chief Financial Officer, Andrew Nordstrud, for a review of our financial performance.

Thank you, Brian. As of March 31st, the company had approximately $3.5 million in cash, 2.5 million Solana tokens, 1.4 million liquid, and the remaining million tokens locked. During the quarter ended March 31st, 2026. Staking generated approximately 35,000 tokens, or $3.5 million in revenue. We reduced the overall short-term debt by approximately $7.6 million, which included reducing short-term treasury debt by $5.4 million. We reduced the recurring general administrative expenses compared to the second quarter ended December 31, 2025, and reduced the overall employee count to 10 employees. During the remainder of the year management expects to eliminate and or reduce additional ongoing general and administrative expenses and transition all consumer brands fulfillment to third party providers. Based on the execution of these plans, the ongoing cash expenses will be less than the ongoing estimated staking revenue. For the nine months ended March 31, 2026, the company had digital asset revenue of approximately $14.7 million, or approximately 100,000 tokens. Our tokens earned from staking has increased quarterly, and we expect the trend to continue. The direct treasury expenses for the nine months ended March 31, 2026, were approximately $8.6 million, which includes management fees, custodian fees, service fees, and interest. For the nine months ended March 31st, 2026, the Treasury had an unrealized loss on digital assets of approximately $178.8 million, reflective of the Solana price per liquid token of $83.11 and $71.47 per locked token as of March 31st, 2026. There were no comparable financial results for the prior period. The company continues to develop the digital asset treasury with a focus on maximizing the return for shareholders and had substantially all tokens staked at March 31, 2026. For the fiscal third quarter, total revenue was $4.6 million compared to $3.2 million in the prior year quarter. For the nine-month period ended March 31, 2026, total revenue was approximately $21.8 million compared to $11.5 million in the prior year period. This increase reflects the addition of our digital asset treasury business in 2025. Net loss for the quarter was approximately $109 million, or $1.67 per share. 92.3 million related to the unrealized loss on digital assets during the quarter. During the quarter, we increased the total number of Solana tokens held by approximately 189,000, equating to 9% increase or 35% annualized. Our focus is growing Solana holdings on a per share basis through disciplined capital activities, taking yield, and opportunistic purchases, while maintaining prudent leverage and risk management. operationally, we will continue to align our expenses with that strategy. And now I turn the call back over to Alan for concluding remarks.

Thanks, Andrew. UPEXI is operating from a position of strength. We have what we believe is the lowest average salon of purchase price of our larger peers. We have perhaps the cleanest capital structure, and we have leading trading volumes and a leading valuation. These characteristics put us in an advantage position to execute on value-creating actions, from accretive equity and in-kind convertible notes issuances to accretive M&A and beyond. Lastly, I want to remind everyone of the four items that differentiate TechG from peers. First, we have a differentiated management team, one who have been extremely successful in the past with a very deep capital markets expertise. Second, we have a strategy to maximize shareholder value in a risk-prudent manner, which we believe positions us well for any market environment and appeals to investors of all kinds. Third, we have and will continue to lead innovation and have done several firsts in the industry on the capital market side. And lastly, we have demonstrated an ability to create value for shareholders, executing on our value creation mechanisms to increase adjusted Solana per share by 35%, last year, and a full 32 percentage points more than investors would have gotten by simply staking Solana natively themselves. With that, I'll turn it over to the operator for questions.

Thank you. Ladies and gentlemen, to ask a question, please press star, then one. And that is star one to ask a question. And we'll go first to Brian Kinslinger with Alliance Global Partners.

Great, thanks so much. In the press release, you highlighted a 9% sequential increase in the Solana account. Can you highlight the underlying yield for Solana that you're generating outside of what was acquired through the capital raise? And then what are the ways you're evaluating to improve that yield?

Andrew, you want to take that part?

Yeah, so during the quarter, the staking yield or the staking revenue was a little bit less than 35,000 tokens that we got. We had the 265,000 convertible debt that we did, and we also sold off 100,000 tokens during the quarter. So we had a net of 187,000 increase of tokens. Got it.

Great, thank you.

And then, yeah, go on. No, I was just going to say, and for the staking yield, overall the total rewards has been down a little bit, but it's just below 7% for the native staking that we're doing.

Great.

And then you mentioned in your prepared remarks accretive M&A. Can you highlight how management's thinking about M&A and what types of assets might be intriguing or go hand-in-hand with your business?

thanks brian right now we're just exploring options on ways where we could increase the overall return on on our capital so you know the way we look at it is for the stake tokens it's seven percent and for the lock tokens it's closer to you know double that or just less than double that so anything we did would have to we have to keep in mind that you know the barrier for us to do something would have to be beyond those fields um We've looked at multiple things, but obviously with just the overall market conditions right now, we're kind of waiting to see what options become available. It's just an expansion of the way we were thinking before. So before we were thinking strictly buy as much lawn as we possibly can and stake it. We are still thinking that, but we're also open to looking at opportunities that could increase that yield significantly. Anything we did do, though, would not mean we sold any of our Solana. We would either use some sort of leverage debt or... And to do that, it would have to surpass the income we would get from the Solana tokens.

Great. I've got one follow-up. You know, when I look at the balance sheet and the queue, the queue says on the first page you get 70 million plus shares. You've got 238 million of debt. And so... I've got your enterprise value at $455 million, and your NAV is $227 million. Why is that not the right way to think about it, that you've got an EV to NAV of 1.5 times? You guys are talking about having it below one time.

Brian, do you want to, Brian or Andy? I'm not sure it's appropriate. I'm not sure on that statement.

Go ahead, Brian. Yeah, appreciate the question. Yeah, we put out our investor deck in the appendix. We have two ways that we calculate it. It really depends on whether or not our in-kind convertible notes end up converting. If you run that embedded option through any sort of options pricing calculator, it suggests that they are still more likely than not to convert. But if those do convert, then all that soul is ours. we will have to issue additional shares backing that. And so on our fully loaded MNAV, which is how we like to look at it, we assume that those converts convert, and we assume that we sell sole to pay back our line outstanding. And that's what gets you to a roughly one times MNAV. The other one, which I think you're referencing, is assuming there's no conversion, we have to give back some of that sole, but we also don't have to issue those additional shares, and that's where we're way above MNAV. My personal view is that there's probably a blend of the two based on the probability of those in-kind converts converting. Again, we do think that those will convert, which is why we tend to manage the company based on our fully loaded MNAV.

Okay. Thanks so much, guys.

We'll take our next question from Gareth Gassetta with Cantor Fitzgerald.

Hi, guys. Thank you. I was wondering if you could dive in on the cost structure and kind of the path to a self-sustaining treasury. Could you maybe talk about what existing cost actions need to be hit before you get to July 1st milestone? And then maybe once you get there, from that base, is the yield strategy, will that kind of provide some operating leverage on top of kind of where you think it will sit today?

Sure, I can open it up, and then Andy can get into any details.

So the way we're looking at it is we've reduced the headcount. We've outsourced all of the brand businesses, so they all run at a cost basis where we can manage it much more easily and competitively. And then I think the couple things we have to do, one is we need to refi a little bit of the debt we have or get some sort of small appreciation in Solana's price. that would reduce expenses enough like on the debt profile to, to bring us really close to cashflow neutral. And then any increase the way we're thinking about it is any increase in the price of Solana. Obviously that yield becomes very material for us, but if you want, Andy can break down any more detailed information you want or Brian can.

Yeah. So just real quick, I mean, we have some expenses like warehouse leases and everything else that'll come. We'll be expiring. We'll only be using them in this quarter. So that's, kind of what the July 1st date states is so that these leases are gone, all the employees are done, everything's finished with any of the logistics that we were doing before. Now it will become everything will be measured on profitability through the inputs. The second area that Alan started to allude to is that right now with that short-term treasury debt, we do have $500,000 plus per month of interest that we're going to be looking at a couple different ways to reduce that significantly in the next three months, which will reduce the overall operating expenses in that treasury significantly. That right now, even without that, that's where we can just about break even plus or minus a little bit based on the price of sole. But as we start taking care of those in the next two months, that'll get us well over that. And yes, there will be excess cash from those revenue stakings. as we're projecting it right now, if everything goes as planned.

Gotcha. That's really helpful. And maybe, I know it's further down the line, but if you do end up generating some cash flows from this staking business, can you talk about maybe how you think about allocating that and returning it to shareholders? Would you maybe buy more sold or locked sold or think about repurchases?

we would look at all of them like during the quarter we, you know, or, you know, we repurchase shares because they're at 0.8 or even less of NAV. We had the excess cash. So yeah, I mean, any excess cash we have come in, we'll go into building the treasury because that's sold per share, whether it be repurchasing shares or buying more soul.

Okay. Awesome.

And then maybe last one, could you just kind of double click on the high yield strategy in like what portion of the treasury is initially allocated to it and your appetite to maybe allocate more or a greater percentage of it towards that in the future?

Yeah, we've been looking at certain strategies. Obviously, the yields on some of these strategies have been moving all over the place over the last 90 days. I think we would do an initial... small initial amount into that, like $25 or $50 million, and then work on that yield if we can get high enough. And once we do refinance the debt, we'll have more availability to put more into a strategy like that should the yield generate the way we think it's going to. And we're doing all of this off-chain. So we're trying not to do anything on-chain. We're using more traditional Wall Street instruments.

Totally. That's really helpful. Thank you, guys.

And this does conclude our question and answer session. I would now like to turn the conference back over to Alan Marshall for closing remarks.

I just want to thank everybody for joining the call today. We really appreciate the support. Thanks for the great questions. And we'll look forward to updating everyone on the year end. Have a great evening.

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