v3.26.3
Phantom Stock Appreciation Plan
12 Months Ended
Jun. 30, 2026
Phantom Stock Appreciation Plan  
Phantom Stock Appreciation Plan

Note 14. Phantom Stock Appreciation Plan

 

On July 1, 2025, the Board of Directors with the recommendation of the Compensation Committee approved the Upexi, Inc. Phantom Stock Appreciation Plan (the “Plan”). The Plan permits the granting of Phantom Stock Unit (“PSU”) awards to employees selected and approved by the Board of Directors.

 

The PSU awards vest on June 30 following the grant date, provided the participant remains employed by the Company on such date. The value of each PSU equals the excess of (a) the 30-day average closing price of Upexi, Inc. common stock for the period June 1 to June 30 immediately preceding the payment date, over (b) the grant date value. The PSU award value is settled in cash to the participant subsequent to June 30. As the PSU awards are settled in cash, they are classified as liability awards under ASC 718.

 

At June 30, 2026, the Board of Directors had awarded the following PSUs with the following grant date values:

 

 

 

Units

 

 

 

 

 

Phantom Stock Units with a grant value of $1.17

 

 

158,425

 

Phantom Stock Units with a grant value of $1.91

 

 

1,760,000

 

Phantom Stock Units with a grant value of $2.89

 

 

1,153,997

 

Phantom Stock Units with a grant value of $3.04

 

 

82,238

 

Phantom Stock Units with a grant value of $4.00

 

 

311,432

 

Phantom Stock Units with a grant value of $4.25

 

 

6,908

 

Total Phantom Stock Units granted

 

 

3,473,000

 

 

The Company recognizes the estimated compensation cost related to the PSU awards in its consolidated financial statements in accordance with ASC 718. Compensation cost is recognized over the requisite service period, with the liability remeasured at fair value at each reporting date. Changes in the estimated fair value are recognized in General and administrative expense in the Consolidated Statement of Operations and the related liability is presented within Accrued compensation in the Consolidated Balance Sheets.

 

Management’s estimate of the fair value of the PSU awards at the reporting date is based on a combination of valuation approaches designed to reflect the expected settlement value of the awards. In determining this estimate, the Company considered multiple inputs and methodologies, including valuations derived from Black-Scholes option pricing model, the Company’s common stock price as of the reporting date, and management’s estimate of the PSU award value. Management evaluated these approaches and selected the methodology it believes best reflects the value of the liability as of the balance sheet date consistent with the cash settlement features of the Plan.

 

During the years ended June 30, 2026 and 2025, the Company recognized no compensation expense related to the Plan.