UPEXI, INC.

UPEXI INC.

INDEX TO CONSOLIDATED FINANCIAL STATEMENTS

YEARS ENDED JUNE 30, 2026 AND 2025

Board of Directors and Shareholders

Upexi, Inc.

Report of Independent Registered Public Accounting Firm

Opinion on the Consolidated Financial Statements

We have audited the accompanying consolidated balance sheets of Upexi, Inc. (the “Company”) as of June 30, 2026 and 2025, the related consolidated financial statements of operations, stockholders’ (deficit) equity, and cash flows for the years then ended, and related notes (collectively referred to as the “consolidated financial statements”). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company as of June 30, 2026 and 2025, and the results of its operations and its cash flows for the years then ended, in conformity with accounting principles generally accepted in the United States of America.

Basis for Opinion

These consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these consolidated financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits, we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion.

Our audits included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. We believe that our audits provide a reasonable basis for our opinion.

Critical Audit Matter

The critical audit matter communicated below is a matter arising from the current period audit of the consolidated financial statements that was communicated or required to be communicated to the audit committee and that: (1) relates to accounts or disclosures that are material to the consolidated financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing separate opinions on the critical audit matter or on the accounts or disclosures to which it relates.

Convertible Debt Transactions

As described in Note 10 to the consolidated financial statements, during the year ended June 30, 2026, the Company issued approximately $187.1 million of convertible notes. The notes were issued in exchange for Solana (“SOL”) digital assets, bear contractual interest at rates ranging from 1% to 2%, and are convertible at the option of the holders into shares of the Company’s common stock at fixed conversion prices. 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 in connection with issuance of the notes. The Company accounts for the convertible notes as a single debt instrument measured at amortized cost and concluded that no embedded features required bifurcation and separate accounting as derivative liabilities. In reaching that conclusion, the Company determined that the SOL repayment feature did not meet the definition of a derivative because the SOL deliverable was not readily convertible to cash, and that the conversion features qualified for the scope exception for contracts involving the Company’s own equity.

We identified the accounting for the convertible notes, including management’s assessment of the embedded SOL repayment feature and embedded conversion feature, as a critical audit matter. The principal considerations that led us to determine that this matter is a critical audit matter were the significant amount of the convertible notes, the unusual and complex settlement terms involving digital assets, and the significant judgment required to evaluate the embedded features under ASC 815,Derivatives and Hedging. In particular, auditing management’s conclusion required significant auditor judgment in assessing:

How We Addressed the Matter

Our audit procedures related to the evaluation of the Company’s accounting for these instruments included the following, among others:

/s/GBQ Partners LLC

We have served as the Company’s auditor since 2024.

Columbus, Ohio

September 17, 2026

UPEXI, INC.