Upexi, Inc. (NASDAQ:UPXI) Q3 2026 Earnings Call Transcript

Upexi, Inc. (NASDAQ:UPXI) Q3 2026 Earnings Call Transcript May 12, 2026

Upexi, Inc. misses on earnings expectations. Reported EPS is $-1.67 EPS, expectations were $-0.2.

Operator: 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.

Valter Pinto: Thank you, operator. Good evening, and welcome, everyone, to the Upexi Fiscal Third Quarter 2026 Financial Results Conference Call. I’m joined today by Allan Marshall, Chief Executive Officer; Andrew Norstrud, Chief Financial Officer; and Brian Rudick, Chief Strategy Officer. Before we begin, I’m going to remind everyone that 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 8-K 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 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’s CEO, Allan Marshall.

Allan Marshall: Thank you, Valter, 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, Solana has rebounded from its intra-quarter low of approximately 77% to current 96%, and our multiple is also well off the lows and 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 of foot. One key initiative, which will always be a core component to the company is intelligent capital issuance. Like peers, we generally traded at a discount to 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 1x NAV increases our Solana per share. In addition to the buybacks, we remain 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 that the notes convert given the conversion price above NAV at the time of the issuance.

Q&A Session

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. Second key initiative during the quarter was an intense focus on expenses, including both treasury-related and for our brands 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 rightsized 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 1, 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, if successful, would materially 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 Rudick.

Brian Rudick: Thanks, Allan, 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 of Bitcoin. And Bitcoin fell materially due to a myriad of reasons, including OG token holder selling, 4-year cycle fears, fallout from the October 10 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 2 completely different constructs with the former 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 judge 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 in distribution.

Another is tokenization, also known as real-world assets or RWAs, which move off staying 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 1Q, 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. BI agents cannot simply open up a traditional bank account, but rather need a hyper-performing, 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 Norstrud, for a review of our financial performance.

Andrew Norstrud: Thank you, Brian. As of March 31, the company had approximately $3.5 million in cash, $2.5 million Solana tokens, $1.4 million liquid and the remaining 1 million tokens locked. During the quarter ended March 31, 2026, taking 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 and 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 9 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 9 months ended March 31, 2026, were approximately $8.6 million, which includes management fees, custodian fees, service fees and interest. For the 9 months ended March 31, 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 31, 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 stake 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 9 months 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 Allan for concluding remarks.

Allan Marshall: Thanks, Andrew. Upexi is operating from a position of strength. We have what we believe is the lowest average Solana 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 advantaged 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 4 items that differentiate Upexi 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 kind.

Third, we have and will continue to lead innovation and have done several firsts in the industry on the capital markets side. And lastly, we have demonstrated 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.

Operator: [Operator Instructions] And we’ll go first to Brian Kinstlinger with Alliance Global Partners.

Brian Kinstlinger: In the press release, you highlighted a 9% sequential increase in the Solana count. 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?

Allan Marshall: Andrew, do you want to take that part?

Andrew Norstrud: Yes. 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 that we had a net of $187,000 increase of tokens. 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.

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

Allan Marshall: Thanks, Brian. Right now, we’re just exploring options on ways where we could increase the overall return on our capital. So the way we look at it is for the steak tokens, it’s 7%. And for the lock tokens, it’s closer to double that or just less than double that. So anything we do would have to — we have to keep in mind that the barrier for us to do something would have to beyond those yields. 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 think strictly buy as much Solana we possible take it. We are still thinking that, but we’re also open to looking at opportunities that could increase that yield.

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.

Brian Kinstlinger: Great. I’ve got one follow-up. When I look at the balance sheet and the Q, the Q says on the first page, you get 70 million plus shares. You’ve got $238 million of debt. And so that’s 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 1.5x. You guys are talking about having it below 1x.

Allan Marshall: Brian, do you want to — Brian or Andy, I’m not sure appropriate on that statement.

Brian Rudick: Yes. I appreciate the question. Yes, we put out our investor deck and in the appendix, we have 2 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’re still more likely than not to convert. But if those do convert, then all that so is ours, and we will have to issue additional shares backing that. And so on our fully loaded NAV, 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 1x 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 NAV.

My personal view is that there’s probably a blend of the 2 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.

Operator: We’ll take our next question from Gareth Gacetta with Cantor Fitzgerald.

Gareth Gacetta: 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 1 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?

Allan Marshall: 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 of things we have to do. One is we need to refi a little bit of the debt we have or get some sort of like small appreciation in Solana’s price. That would reduce expenses enough like on the debt profile to bring us really close to cash flow 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 do you want — Andy can break down any more detailed information you want or Brian can.

Andrew Norstrud: Yes. So just real quick. I mean, we have some expenses like warehouse leases and everything else that will come — will be expiring, we will go and be using them in this quarter. So that’s kind of what the July 1 date states so that these leases are gone, all the employees are done, everything is 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 of it, as Allan started to allude to, is that right now with that short-term treasury debt, we do have $500-plus thousand per month of interest that we’re going to be looking at a couple of different ways to reduce that significantly in the next 3 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 breakeven, plus or minus a little bit based on the price of sole. But as we start taking care of those in the next 2 months, that will get us well over that. And yes, there will be excess cash from those revenue stakings as we’re projecting right now, if everything goes as planned.

Gareth Gacetta: Got you. 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 sole or lock sole or think about repurchases?

Allan Marshall: We would look at all like during the quarter, we repurchased shares because they’re at 0.8 or even less of NAV. We had the excess cash. So yes, I mean any excess cash we have come in will go into building the treasury position that’s sold per share, whether it be repurchasing shares or buying more sole.

Gareth Gacetta: Okay. Awesome. And then maybe last one. Could you just kind of double-click on the high-yield strategy and 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?

Allan Marshall: Yes. 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 small initial amount into that, like $25 million 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.

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

Allan Marshall: I just want to thank everybody for joining the call today. We really appreciate the support. Thanks for the great questions, and we look forward to updating everyone on the year-end. Have a great evening.

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