UPEXI, INC.

PROPOSAL 3

APPROVAL OF THE REVERSE STOCK SPLIT

Our Board of Directors (the “Board”) has approved, and is recommending that our stockholders approve, an amendment to our Certificate of Incorporation, to effect one or more reverse stock splits of our Common Stock over the course of the next year at a reverse stock split ratio ranging from 1:2 to 1:4, inclusive, as may be determined at the appropriate time by our Board in its sole discretion (the “Reverse Stock Split”). This means that our Board will be able to decide whether and when to effect the Reverse Stock Split without further action from the stockholders.

Approval of this Proposal will authorize the Board, in its discretion, to file an amendment to the Company’s Certificate of Incorporation to effect the Reverse Stock Split at any time prior to November 24, 2027.

Notwithstanding stockholder approval, the Board may determine not to proceed with, and may abandon, the Reverse Stock Split at any time prior to the effectiveness of the amendment without further action by the stockholders.

Reasons for the Reverse Stock Split

On July 30, 2026, the Company received a notification letter from the Listing Qualifications Staff of The Nasdaq Stock Market LLC (“Nasdaq”) stating that the Company was not in compliance with Nasdaq Listing Rule 5550(a)(2), which requires listed securities to maintain a minimum bid price of $1.00 per share.

The primary purpose of the Reverse Stock Split is to increase the per-share trading price of our Common Stock and thereby assist the Company in regaining or maintaining compliance with Nasdaq’s minimum bid price requirement. The Board believes that maintaining the listing of our Common Stock on Nasdaq is in the best interests of the Company and its stockholders.

The Board also believes that a higher trading price may make the Common Stock more attractive to a broader range of institutional and other investors and may reduce certain transaction costs associated with trading in the Common Stock. There can be no assurance, however, that the Reverse Stock Split will result in a proportionate increase in the market price of the Common Stock, that any increase in the market price will be sustained, or that the Reverse Stock Split will enable the Company to regain or maintain compliance with Nasdaq’s continued listing requirements.

The Company previously effected a one-for-twenty reverse stock split effective October 3, 2024.

Accordingly, for these and other reasons, the Board believes that a Reverse Stock Split is in the best interests of us and our stockholders. The Company will file an amendment to the Certificate of Incorporation with the Secretary of State of the State of Delaware to effect the Reverse Stock Split at a ratio within the range of 1:2 to 1:4, as determined by the Board in its sole discretion.

Effect of the Reverse Stock Split on Outstanding Common Stock

By way of example, if the Board elects to effect a 1:3 Reverse Stock Split, at the effective time of the Reverse Stock Split, each three (3) shares of Common Stock issued and outstanding immediately prior to the effective time will automatically be reclassified and combined into one (1) validly issued, fully paid and non-assessable share of Common Stock, without any action by the stockholders.

The Reverse Stock Split will not change the par value of the Common Stock, which will remain $0.00001 per share.

The Reverse Stock Split also will not change the number of shares of Common Stock the Company is authorized to issue under its Certificate of Incorporation. Accordingly, the Company will remain authorized to issue 1,000,000,000 shares of Common Stock. As a result, the number of authorized but unissued shares of Common Stock available for future issuance will increase substantially relative to the number of shares outstanding following the Reverse Stock Split.

The Board will continue to have authority, subject to applicable law, Nasdaq rules and any applicable stockholder-approval requirements, to issue authorized but unissued shares of Common Stock for corporate purposes, including financings, acquisitions, strategic transactions, equity compensation and other purposes. The availability of additional authorized but unissued shares could have a dilutive effect on existing stockholders if such shares are issued in the future and could, under certain circumstances, have an anti-takeover effect. The Reverse Stock Split is not being proposed in response to any known effort to obtain control of the Company.

Criteria to be Used for Determining Whether to Implement One or More Reverse Stock Splits

This proposal gives our Board the discretion to select one or more reverse stock split ratios over the course of the next year from within a range between and including 1:2 and 1:4 on a date or dates selected by the Board based on its then-current assessment of the factors below, and in order to maximize Company and stockholder interests. In determining whether to implement the Reverse Stock Split, and which ratio to implement, if any, the Board may consider, among other factors:

Effect on Outstanding Equity Awards, Warrants and Convertible Securities

If the Reverse Stock Split is effected, proportionate adjustments will be made, to the extent required by the applicable terms, to the number of shares of Common Stock issuable upon exercise, conversion or settlement of outstanding stock options, restricted stock units, warrants, convertible notes and other securities or rights exercisable for or convertible into Common Stock, and corresponding adjustments will be made to applicable exercise or conversion prices.

Such adjustments will include, to the extent required under their respective terms, adjustments to the secured convertible notes described in Proposals 1 and 2 of this Proxy Statement.

Fractional Shares

No fractional shares will be issued in connection with the Reverse Stock Split. Any stockholder who would otherwise be entitled to receive a fractional share as a result of the Reverse Stock Split will instead have such fractional sharerounded up to the nearest whole share.

Effect on Voting Rights and Ownership

Except for adjustments resulting from the treatment of fractional shares, the Reverse Stock Split will not change the relative voting power or proportionate ownership of our stockholders. Each share of Common Stock outstanding following the Reverse Stock Split will continue to entitle its holder to one vote per share on matters submitted to stockholders.

Potential Risks of the Reverse Stock Split

The Board cannot predict the effect of the Reverse Stock Split on the market price of our Common Stock. Although the principal purpose of the Reverse Stock Split is to increase the per-share market price, the market price may not increase in proportion to the reduction in the number of outstanding shares and may decrease following the Reverse Stock Split. The total market capitalization of the Company could therefore decline.

The Reverse Stock Split may also reduce the liquidity of our Common Stock because fewer shares will be outstanding after the Reverse Stock Split. Stockholders holding relatively small numbers of shares may also hold fewer shares following the Reverse Stock Split and may experience increased transaction costs relative to the value of their holdings.

In addition, Nasdaq rules impose additional consequences on companies that fail the minimum bid price requirement after effecting a reverse stock split. In particular, under Nasdaq Listing Rule 5810(c)(3)(A)(iv), a company that again falls below the minimum bid price requirement within one year after effecting a reverse stock split is not eligible for the ordinary compliance period otherwise available under Nasdaq’s minimum bid price rules.

Board Discretion to Abandon the Reverse Stock Split

Even if the stockholders approve this Proposal, the Board reserves the right, in its sole discretion, to elect not to effect the Reverse Stock Split if the Board determines that the Reverse Stock Split is no longer necessary or is otherwise not in the best interests of the Company and its stockholders.

For example, the Board may determine not to implement the Reverse Stock Split if the market price of the Common Stock increases sufficiently for the Company to regain or maintain compliance with Nasdaq’s minimum bid price requirement without implementing the Reverse Stock Split.

Accordingly, approval of this Proposal will also constitute authorization for the Board to abandon the proposed amendment to the Certificate of Incorporation at any time prior to its effectiveness without further action by the stockholders.

Required Vote; Board of Directors Recommendation

Under the Delaware General Corporation Law and the Company’s Bylaws, approval of the Reverse Stock Split Proposal requires that the votes cast**“FOR”** the Proposal exceed the votes cast**“AGAINST”** the Proposal, assuming the applicable requirements of Section 242(d) of the Delaware General Corporation Law are satisfied.

Abstentions and broker non-votes, if any, will not be considered votes cast “FOR” or “AGAINST” the Proposal and therefore will have no effect on the outcome of the Proposal.

Upexi's bylaws provide that, except where law, the Certificate or the bylaws provide otherwise, corporate action is approved by a majority of votes cast affirmatively or negatively; the bylaws also establish a 33⅓% quorum. Delaware Section 242(d)(2) specifically permits a listed company to approve a reverse split where votes cast for the amendment exceed votes cast against it, subject to the statutory conditions.

THE BOARD RECOMMENDS THAT YOU VOTE “FOR” THE REVERSE STOCK SPLIT PROPOSAL.