Upexi - Earnings Call - Q1 2026

Executive Summary

• Q1 2026 delivered record total revenue of $9.24M, up 112% year-over-year, driven by $6.08M of digital asset (staking) revenue; gross profit rose to $8.28M (+183% YoY) and net income swung to $66.75M primarily from ~$78.0M unrealized gain on Solana (SOL) held on balance sheet.
• Results were a significant beat versus Wall Street consensus: revenue beat by ~$1.91M and diluted EPS beat by ~$0.77 (consensus -$0.01 vs reported $0.76) as the company recognized fair-value remeasurement gains under ASU 2023-08; EBITDA far exceeded consensus due to unrealized gains flowing through operating income.
• Management authorized a $50M share repurchase program the day after earnings, adding an incremental capital allocation lever to compress any discount to NAV and support stock performance.
• Management expects Q2 to benefit from having ~2.1M SOL fully staked and sees yield optimization (validator competition, locked SOL discounts) improving run-rate staking economics; daily staking revenue during Q1 was “over $75K,” with prior update noting ~$100K/day trajectory as the treasury scaled.

What Went Well and What Went Wrong

• What Went Well

  • “Digital Asset Revenue was Approximately $6.1 Million for the Quarter” and gross profit rose 183% YoY, validating the Solana treasury model shift; CEO: the treasury is “a productive, revenue-generating asset”.
  • Accretive capital markets execution: $200M raise (equity and in-kind convert), SOL holdings ~2.1M with ~95% staked; adjusted SOL/share increased materially since year-end.
  • Strategic flexibility: $50M buyback authorization post-earnings and multiple options (using staking revenue or borrowing against treasury) to address potential NAV discounts vs peers.

• What Went Wrong

  • Legacy consumer brands revenue fell 28% YoY to $3.16M as focus shifted to digital assets; distribution costs fell, but G&A rose sharply (+$7.9M) due to treasury build-out and public company costs.
  • Non-GAAP/volatility optics: ~$78.0M unrealized gain recognized in operating line materially drove profitability; management cautioned about digital asset volatility and will focus on growing SOL count rather than price timing.
  • Internal controls: disclosure controls were deemed “not effective” due to material weaknesses in segregation of duties and supervision, with remediation planned by FY26.

Transcript

Operator (participant)

Good day, and welcome to the Upexi's fiscal first 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 (Managing Director)

Thank you, Operator. Good evening and welcome, everyone, to the Upexi Fiscal First 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 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 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 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 is contained in our earnings release issued this evening, unless otherwise noted. I'd now like to turn the call over to Upexi CEO, Allan Marshall.

Allan Marshall (CEO)

Thank you, Valter, and welcome, everyone, to our first quarter 2026 earnings conference call. I could not be more excited to hold our first earnings call since adopting the Solana treasury strategy. It has been truly transformational for the company, and as such, I wanted to comment on our path since inception. As you know, we primarily were a consumer Amazon brand owner. As the Amazon business became increasingly more difficult, we started to think about the best ways to create shareholder value going forward. After a thorough analysis of many options, we made the strategic decision to invest our time and resources into digital assets. This was due to two reasons. The first was a newfound openness towards crypto in the U.S., mainly due to the change in administration and its various regulatory bodies.

Put simply, the US administration went from a headwind to a tailwind for digital assets, which we believe will accelerate innovation, adoption, and ultimately affect prices moving upwards. Second was a greater appreciation for the value MicroStrategy has created for shareholders. Indeed, it has been the best-performing stock in the US since adopting a Bitcoin Treasury strategy in 2020. More importantly, it has more than doubled the return of Bitcoin with only minimal leverage, meaning its capital markets activities are creating tremendous value for shareholders. We first publicly announced a pivot towards digital assets in February, and as we honed our strategy, we settled in on one built around Solana. We will cover the rationale in more detail later in the call, but the decision to focus on Solana was simple.

From an asset perspective, we believe strongly that Solana has the best chance to be the end-game-winning high-performance blockchain, particularly so as the new rails for global finance. Second, from a treasury perspective, Solana offers additional ways to create value for shareholders via activities like staking and purchasing of discounted Locked SOL. Our plan was simple: close on a large-scale capital raise, employ and improve the proven capital markets playbook from MicroStrategy's where issuing equity above book value is by definition accretive. Then innovate on MicroStrategy's model by staking our Solana to generate yield to turn the treasury into a cash-flowing asset, and also buying locked discounted SOL for built-in shareholder gains. We did just that in April, successfully completing a $100 million equity private placement in what we believe was the first large-scale equity pipe for an altcoin strategy.

We followed it up with a $200 million raise in July, which included an innovative in-kind convertible note issuance offering with significant benefits for both investors and the company. We believe that to be an industry first. Each time we deployed the funds into spot and Locked SOL at attractive entry prices, staking nearly all of it to generate cash flow. The company currently owns 2.1 million SOL valued in excess of $327 million. While raising capital and deploying the capital in a systematic way, we remained hyper-focused on both external visibility and intelligent capital issuance. Success in raising capital and deploying it are only part of a successful public strategy. We have put forth an enormous effort to build our online and traditional finance following and to educate the market on our vision and the investment opportunity.

We are proud to have been quoted in over 50 news articles since launching the strategy, participating in multiple leading podcasts each month, establishing an advisory committee with Arthur Hayes, Jon Najarian, and SOL Big Brain, and attended or are scheduled to attend over 20 mostly traditional finance-oriented conferences and have conducted hundreds of individual investor meetings. As previously stated, we have remained steadfast on utilizing the capital markets to create value for shareholders. Notably, our July raise not only materially increased our Solana per share, but also led to multiple expansions as we demonstrated our ability to raise funds in an accretive fashion. On the financial side, our consumer brand business continues to perform as expected. Most importantly, our staking revenue is uniquely providing a huge boost to company revenue.

Our fiscal Q1, we generated over $6 million in digital asset revenue, and we are currently adding over $75,000 a day. As we look ahead, Q2 will benefit from having all our 2.1 million SOL staked for the future quarter. I'll now turn the call over to Brian Rudick, Chief Strategy Officer.

Brian Rudick (Chief Strategy Officer)

Thanks, Allan. Hello, everyone. The biggest determinant of any treasury company's performance will be that of its underlying token. Here, we are supremely confident in and feel very fortunate to be underpinned by Solana. We chose Solana for three reasons. First, it is the first second-generation smart contract blockchain. This means that it benefits from having best-in-class technology like parallel transaction processing like modern computers do, but also from strong network effects having launched in 2020. Second, Solana has a vibrant and growing ecosystem of users, developers, and decentralized applications. You can really build anything on Solana, from decentralized finance to DePIN to stablecoins, tokenization, gaming, art, social, AI agents, meme coins, and more. Third, Solana is already putting up the best metrics of any blockchain, often beating out all of them combined. These metrics include daily active users, decentralized application revenues, and decentralized exchange volumes.

What gets me so excited is the potential for Solana to revolutionize the world's antiquated financial infrastructure. Indeed, current financial rails, for example, ACH and the credit card issuer networks, were created 50-plus years ago, and even fintech has a front-end wrapper that uses these antiquated rails on the back end. However, blockchain technology allows us to entirely reimagine these antiquated rails and to utilize things like stablecoins and tokenization to remove rent-extracting intermediaries and democratize value exchange. Tangibly, this means huge cost savings and speed benefits, not to mention improvements in settlement times, transparency, composability, investor access, and much more. Solana is purpose-built for exactly this in what it calls internet capital markets. Its goal is to have all of the world's assets trading on the same liquidity venue, accessible 24/7 to anyone with an internet connection.

Institutions are taking note, from PayPal to Société Générale, FiServ, Western Union, and others. Leading financial companies are building stablecoins on Solana due to its industry-leading speed, cost, and reliability. Tokenization infrastructure firms like Securitize, Superstate, and R3 are bringing real-world assets on-chain from leading asset managers like BlackRock, VanEck, Apollo, Franklin Templeton, Hamilton Lane, and others. Visa is using Solana for its USDC stablecoin merchant settlement program for cross-border payments. Finance is moving onto the blockchain, and it's happening on Solana. We are in the very early innings, but this transformation is absolutely happening and with Solana front and center. Lastly, I point out that we have what I consider to be the mother of all catalysts that can drastically accelerate this transformation in the United States, passing comprehensive digital asset legislation.

Indeed, a lack of clear rules in the U.S. has, in my opinion, always been the biggest item holding crypto back. Institutions have thus far only dabbled in digital assets and blockchain technology and have been loath to materially adopt the technology when it comes with heightened legal and regulatory risks. However, if and when the U.S. passes its market structure bill called the Clarity Act, which is currently being worked on in the Senate with high bipartisan support, institutions will be forced to jump in in a big way. Otherwise, they will be disintermediated by those who do. It is big tech and big finance that have billions of customers, built-in trust, billions of dollars for investment, and the top developers. Imagine Google adding a built-in crypto wallet to its Chrome browser or Amazon integrating stablecoin payments.

We just may be on the precipice of onboarding the masses, leading to a step change in digital asset innovation, adoption, and usage. Solana and Upexi are well-positioned to benefit. With that, I'll turn it over to our Chief Financial Officer, Andrew Norstrud.

Andrew Norstrud (CFO)

Thank you, Brian. Total revenue increased by $4.9 million to $9.2 million for the quarter. Net income was $66.7 million for the quarter, and earnings per share was $1.21 for the quarter. All of these increases were related to the Solana treasury performance. Solana tokens increased during the quarter by approximately 1,322,000 tokens. This increase was from both liquid and locked Solana purchases and swaps, with approximately $181 million in non-cash Solana purchases. The company has purchased approximately 2,029,100 tokens through direct purchases and swap transactions. The average price of Solana tokens purchased is $155.57. 31,347 of the quarter's increased tokens were from the $6.1 million in staking revenue generated from the treasury. In total, the treasury has generated approximately $7.1 million and 37,742 Solana tokens since inception. Unrealized gains of approximately $78 million was recognized during the quarter and had significant impact to the reported financials.

Management understands the volatility of the digital assets and will continue to focus on growing the number of Solana tokens held in the treasury in a way that will maximize the return for our shareholders. I will now turn the call back over to Allan for concluding remarks.

Allan Marshall (CEO)

Thanks, Andrew. Upexi is a truly differentiated treasury company with many advantages. We have a differentiated management team that is more traditional finance rather than crypto-oriented. I founded what is now New York Stock Exchange-listed XPO Logistics, and Andrew was our CFO at XPO and has been a public CFO for decades. Brian spent years at the most prestigious hedge funds managing hundreds of millions of dollars. This is relevant because at the end of the day, this is a capital markets exercise, and we believe our experience will be paramount to our future success. We led the innovation to create what is now the DAT industry and look to innovate in the future to stay ahead of peers. With the first large-scale equity raise for an altcoin treasury and the first in-kind convertible note, we have set Upexi on a trajectory for a very bright future.

We do several things to be more in line with traditional finance to differentiate our strategy. First, we only take on a prudent amount of credit risk leverage and limit it to 20%. We do not partake in aggressive on-chain trading that increases smart contract liquidation and legal regulatory risk. Lastly, we only use qualified custodians and top validators and diversify amongst them for operational risk management and best practices. We believe this strategy will not only position us well for any market environment, but also will appeal to crypto and traditional investors alike. Finally, and again, quite uniquely, we have a proven ability to create value. We have increased adjusted SOL per share in SOL terms by 47% and in US dollar terms by 82%.

As a reminder, the former measures our ability to capture our three value accrual mechanisms in accretive issuances, staking income, and purchases of discounted locked SOL tokens, while the latter also incorporates the price of Solana. We are in an advantageous position to win. We are underpinned by an end-game winning asset with nearly unlimited upside and offering additional value accrual mechanisms in staking and discounted locked purchases. We have a differentiated management team with best-in-class capital markets expertise. We have a risk-prudent strategy positioning us for any market environment and resonating with investors of all kinds. Lastly, we have a proven track record of innovation and shareholder value creation. With that, I'll turn it over to the operator for Q&A.

Operator (participant)

Thank you. We will now be conducting a question-and-answer session. If you would like to ask a question, please press star one on your telephone keypad. A confirmation tone will indicate your line is in the question queue. You may press star two if you would like to remove your question from the queue. For participants using speaker equipment, it may be necessary to pick up your handset before pressing the star keys. One moment, please, while we pull for questions. Thank you. Our first question comes from the line of Brian Kinstlinger with Alliance Global Partners. Please proceed.

Brian Kinstlinger (Analyst)

Great. Thanks so much. The company has added a few high-profile crypto investors to the advisory committee, like you mentioned. Excuse me, can you talk about the impact they're having on the company and any recommendations the committee is making as we think about differentiation of DATs, for example, outside of SOL accumulation and yield? Is the committee recommending, or is management thinking about ancillary revenue-generating businesses? If so, can you share any details?

Allan Marshall (CEO)

Thanks, Brian. Two parts. One is, so far, it's been a short amount of time we've been working with them, but we've gotten a lot of good feedback both on how we're presenting ourselves to the market, their opinions on Solana, the overall opinion on how we're positioning the company to communicate to both, I mean, traditional finance and also the crypto community. No one right now is talking about anything outside of Solana and revenue-generating outside of that. We still believe, as we get some clarity here going forward on regulatory changes, that Solana is in line for, and all of crypto or all of the top crypto is in line for a pretty big move. We are going to continue with the strategy we have, like we've said to our investors, and stay focused. We will try to maximize yield.

We have had internal discussions, but none of that's public yet. We're going to do the right thing to increase our yield for our investors as quickly as possible and are always open to input from the people we bring on board and also the outside community we talk to.

Brian Kinstlinger (Analyst)

Great. I have two more questions. The first one is, given you did not have a full quarter of SOL holdings, can you tell us what your effective yield has been, and is there any way to enhance that, or are you maximizing that already? Maybe any information on yield would help.

Allan Marshall (CEO)

I can let Andrew answer that question. I will say, because we've been building it step by step, not everything is staked as quickly. It is staked quickly, but not as quickly as possible. Just moving things around and getting things set in the risk-prudent factor, the way we manage it. Also, we're always working with different—we've been working with different validators. We've been increasing the yield as it goes. I think this is probably the baseline for us, and it's going to go higher from here, especially since it's mostly all staked now that we have on board. I can turn it over to Andrew if he has a rate, but I'm not sure we've been able to blend it exactly just because of all the steps along the way. But, Andrew?

Andrew Norstrud (CFO)

Yeah. You're not going to be able to blend it yet. Next quarter will be a lot better. Just to add to Allan's note, we've got a program that we put in place to look at the various different validators, have them compete against each other on any fees or anything else that's being done. We've got some great partners with us in that side and continue to look at how to increase that yield. Plus, we've had some other opportunities to try and increase the yield higher than just the standard staking yield. More and more of that will come out this next quarter as we kind of have everything under control and have some of these programs in place. Unfortunately, I can't give you an exact yield, but going forward, you'll be able to calculate a lot better next quarter.

Brian Kinstlinger (Analyst)

Great. Last one.

Allan Marshall (CEO)

To close that off, Brian, we definitely think this is kind of like the baseline for us. This is the low end, and it will continue to rise from here.

Brian Kinstlinger (Analyst)

Okay. The last one. Several of the DATs are trading below one times. Steep discounts, in fact. Thankfully, Upexi is not. I think investors are interested in management in general of DAT companies' plans with capital markets. Should Upexi face a deep discount, how would you address that?

Allan Marshall (CEO)

We have plenty. I think Brian and I and Andrew have always said if, for some reason, we do trade at a discount, the model is just on top. We still believe that inevitably, crypto, the yield, the crypto increases, and the yield, and us maximizing that, and also keeping company expenses as low as possible and continuing to get better at that will warrant a premium. At those moments in time, I mean, the company does have plenty of options, right? It can turn its staking revenue into a buyback. It could actually buy back shares. There are plenty of ways to offset that. What I want to stress, this is a longer game, right? We do not want to think about it as one quarter at a time. We really do believe even if there is some sort of crypto pullback, it is just a pause.

I'll let Brian chime in here a little bit because he and I have talked about this over with multiple investors, and I'm sure he'd like to add in something on this one.

Brian Rudick (Chief Strategy Officer)

Yeah. Thank you, Allan, and thank you, Brian. Yeah, I'd plus one on the capital markets side of the equation, just being a bit on pause. I think that there's no better example than MicroStrategy. So 2024, it increased Bitcoin per share by 74%. 2021, it was something like 47%. And then when it got into a bear market, and it did trade at a discount to NAV, it still was able to increase Bitcoin per share, but it was something like mid-single digits. It was just a bit on pause. Like Allan mentioned, there are things that we can do to compress any discount should one come to fruition. Importantly, we actually do not have to sell our SOL to do that. You could actually borrow some funds to repurchase your shares to compress any sort of discount.

The last thing I'd say is we make an 8% staking yield on almost our full treasury. On top of that, a lot of the SOL that we've bought is in locked form, which, when you put that discount into any sort of yield equivalent, it's nearly doubling that 8% staking yield. All in, we're making this really nice return on our treasury. While we are waiting to issue capital in this accretive fashion, we're able to increase our SOL per share at a very nice pace.

Brian Kinstlinger (Analyst)

Great. Thanks, guys.

Operator (participant)

Thank you. As a reminder, if you would like to ask a question, please press star one at this time. There are no further questions at this time. This concludes today's teleconference. You may disconnect your lines at this time. Thank you for your time.