Upexi (UPXI) FY2026 10-K: Solana Treasury Loss, Negative Equity and SOL-Settled Notes
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The Hook
Upexi $UPXI spent its fiscal year turning a consumer-products company into a Solana treasury, and the FY2026 10-K shows what that looks like when the token falls. At June 30, 2026 the company held 2,340,150 SOL that had cost it $360.3M. On the balance sheet those tokens were worth $165.3M. The difference ran straight through the income statement as a $195.1M unrealized loss, and the net loss for the year came to $246.1M on $25.0M of revenue.
That one line took shareholders' equity from +$90.1M a year earlier to -$53.8M. Almost none of it was cash: operating activities used $21.0M. But the cushion between what Upexi owns and what it owes is gone on the books, and the way it raised the money to buy the tokens tells the rest of the story. Each round of equity went out cheaper than the last, from $4.00 a share in July 2025 to about $1.00 in August 2026.
Company Snapshot
Upexi was an Amazon-and-DTC consumer brands business (pet products, wellness, the VitaMedica line it has since sold) until early 2025, when it began buying Solana as a treasury asset. It now describes itself as a digital asset treasury company. SIC code 6199, finance services. It stakes most of its SOL to earn protocol rewards, which it books as revenue.
This analysis covers the FY2026 Form 10-K, filed September 17, 2026 (accession 0001477932-26-005668). Upexi's fiscal year ends June 30, so FY2026 runs July 2025 through June 2026. It is the first full year of the treasury strategy: the company held 744,026 SOL at June 30, 2025 and 2,340,150 a year later.
The Financial Story
Fair-value accounting puts the token price on the income statement. Under ASU 2023-08, crypto assets are carried at fair value and changes run through net income. Upexi's SOL cost an implied $153.94 per token on average (cost of $360.3M over 2,340,150 tokens). At June 30, 2026 the balance sheet carried them at $165.3M, an implied $70.64 a token. Both per-token figures are our division of filed totals, not tagged values. The gap between them is the $195.1M unrealized loss, and it is the reason the loss from operations was $240.8M on $22.4M of gross profit.
| June 30, 2026 | June 30, 2025 | |
|---|---|---|
| SOL held | 2,340,150 | 744,026 |
| Cost basis | $360.3M | $105.9M |
| Fair value on balance sheet | $165.3M | $106.0M |
| Implied cost per SOL (derived) | ~$153.94 | ~$142.32 |
| Implied mark per SOL (derived) | ~$70.64 | ~$142.46 |
| Stockholders' equity | -$53.8M | +$90.1M |
The token count grew by 1,711,041 purchased and 135,395 earned from staking, less 237,729 sold and a net 12,583 lost in exchanges between locked and liquid SOL. The 237,729 sold brought in about $21.2M in total, roughly $89 a token (our sum of the two lines): 100,000 treasury tokens sold for $8.0M at a $6.8M realized loss, and 137,729 staking-reward tokens converted to dollars at a further $4.9M realized loss.
Staking has replaced the old business as the revenue line. Digital asset revenue, which is staking rewards, rose from $985K to $17.4M. Product revenue halved, from $14.8M to $7.6M, after a manufacturing shutdown (a $1.4M impairment) and the VitaMedica sale. Gross profit was $22.4M. Against it sat $26.4M of general and administrative cost and $21.9M of stock-based compensation, up from $2.4M. Staking income covers a large share of the overhead, but not the overhead plus the compensation, and none of it offsets a falling token.
The debt is the unusual part, and the auditor said so. Upexi issued about $187.1M of convertible notes during the year, and it issued them in exchange for SOL rather than cash. The notes pay 1% to 2% and convert into common stock at fixed prices ($4.25 on the July 2025 notes, $2.39 on the January 2026 notes). In the filing's words: "If the notes are not converted, the Company is required to settle the outstanding principal by delivering the applicable pro rata quantity of SOL originally received." Upexi carries the notes at amortized cost, $162.4M at year end, and concluded the SOL repayment feature is not a derivative because "the SOL deliverable was not readily convertible to cash." The auditor identified that accounting as a critical audit matter. It is a judgment the auditor accepted; the point here is what it does to the picture.
The filing's own settlement table puts a number on it: 1,084,176 SOL, 46% of the stack, is the quantity deliverable at maturity on the two note issues (962,955 on the July 2025 notes, 121,221 on the January 2026 notes), and the Digital Assets note carries exactly that many tokens in its convertible-note column. The filing adds that the notes "are not repayable in cash." The SOL assets are marked down to fair value every quarter. The obligation to hand back SOL is not marked. So when SOL falls, the asset side of the balance sheet shrinks and the SOL-settleable side of the debt does not, even though a falling token would make that obligation cheaper to deliver. Part of the negative equity is that asymmetry. The filing does not quantify it, and neither do we beyond the scenario table below.
The rest of the debt is conventional. Upexi owed $57.3M to BitGo under a short-term treasury facility at June 30. The 10-K's subsequent-events note says Upexi amended that facility in September 2026, cutting the rate from 11.50% to 7.50%. The filing describes the facility at June 30 with a 260% collateral level and a 175% margin call; the company's September 14 press release puts the amended levels at 200% and 150%.
The capital raises got cheaper each time. The 10-K lists the sequence:
| Date | What was issued | Price per share |
|---|---|---|
| July 11, 2025 | 12,457,186 common shares | $4.00 |
| July 16, 2025 | ~$151.2M convertible notes | $4.25 conversion |
| November 26, 2025 | 3,289,474 shares plus warrants | $3.04 |
| January 9, 2026 | ~$36.0M convertible notes | $2.39 conversion |
| June 21, 2026 | 5,250,000 shares plus 6,992,300 pre-funded warrants, in exchange for cancelling $19.5M of the January notes | ~$1.60 |
| August 2026 (after year end) | ~2.5M shares through the ATM, ~$2.5M | ~$1.00 |
Shares outstanding went from 38.3M to 78.7M during the year, and the 10-K cover shows 82.1M on September 15, 2026. One more detail sits in the equity note: during the year Upexi repurchased 2,894,287 shares at a weighted $0.96, about $2.8M, under a $50.0M authorization. A few weeks after year end it sold roughly 2.5M shares through its at-the-market program at about $1.00. It bought back and sold again at nearly the same price.
One tag in the filing says something different from its table. In the Digital Assets note, the XBRL tag for crypto asset fair value (us-gaap:CryptoAssetFairValue) carries $360.25M as the consolidated total. The table it sits in is described in the note as SOL holdings "on a historical cost basis," and $360.25M is the cost. The fair value on the balance sheet is $165.3M. A tool that trusts the tag name without reading the note would report a fair value more than twice the real one. We read the note.
Valuation: What the Shares Are Worth Against the Tokens
A discounted cash flow does not describe a treasury company: the value is the tokens, less what is owed against them. So instead of a DCF, here is a net asset value under three SOL prices.
Where it trades. Upexi closed at $1.23 on September 25, 2026, for a market capitalization of about $101.0M on 82.1M shares (stockanalysis.com). Including the 6,992,300 pre-funded warrants, which are exercisable at a nominal price and are economically shares, the count is about 89.1M. SOL was $120.32 at 02:46 UTC on September 28, 2026 (The Block). The 10-K notes Upexi does not meet Nasdaq's stockholders' equity standard but qualifies under the market value of listed securities standard, which requires $35M; its listed securities were worth about $85.0M on September 8, 2026.
Assumptions. Holdings as filed at June 30 (2,340,150 SOL). The 1,084,176 SOL deliverable on the convertible notes is treated as owed back to noteholders, since the conversion prices of $4.25 and $2.39 sit well above the share price. That leaves 1,255,974 SOL for shareholders. Subtract the $57.3M BitGo balance and $14.2M of other liabilities, add $5.8M of cash. Staking income and overhead are left out; in FY2026 the overhead was larger. Divide by 89.1M shares.
| Scenario | SOL price | Shareholders' SOL | Net asset value | Per share |
|---|---|---|---|---|
| June 30 mark | $70.64 | $88.7M | $23.0M | ~$0.26 |
| Today | $120.32 | $151.1M | $85.4M | ~$0.96 |
| SOL recovers | $170.00 | $213.5M | $147.8M | ~$1.66 |
At $1.23, the market is paying for the shareholders' SOL as if it were worth about $140 a token, roughly 16% above the September 28 price. The filing says the notes are not repayable in cash, so the alternative to handing back that SOL is conversion, which would keep the tokens and add roughly 42M shares on the outstanding principal (our division: $150.0M at $4.25 plus $16.4M at $2.39); at a $1.23 share price holders have no reason to convert. Implied value under stated assumptions. Not a price target, and not investment advice.
Risks
The first risk is the token. Every line that matters, from the income statement to equity to the listing standard, moves with SOL, and the BitGo facility has a 150% margin-call level on its collateral. The second is dilution: the share count has doubled, 6,992,300 pre-funded warrants and other warrants are outstanding, and the most recent equity was sold at about $1.00. The third is the note structure itself, which the auditor flagged as a critical audit matter: the accounting treats a SOL-denominated obligation as dollar debt at amortized cost, and a different conclusion would change the balance sheet. Third-party trackers currently show roughly 2.17M SOL for Upexi against the 2,340,150 in the 10-K; we found no filing or press release that explains the gap and used the filed figure.
The Bottom Line
Upexi is now a leveraged position in one token, wrapped in a public company that still sells a few consumer products. The FY2026 loss is almost entirely a mark on that position, and at today's SOL price much of it has come back. What has not come back is the per-share math: the tokens were bought with equity sold at $4.00, then $3.04, then $1.60, then about $1.00, and with notes that return SOL to their holders if the stock does not recover. Watch three things: the SOL price against the BitGo margin line, whether the share count keeps growing, and what happens to the 1,084,176 SOL behind the notes.
No analyst wrote this by hand. The same pipeline that read Upexi's tag against its own note reads any SEC filer's XBRL the same way, and a private company reporting in the same format is the same job.
Every figure in this brief comes from Upexi's FY2026 Form 10-K, read directly from its XBRL and notes via RoboSystems, except the share price, market capitalization, SOL price and BitGo amendment terms, which are attributed above.