Upexi / GSR: a 1.75% AUM mandate, 20-year term and a realized termination dispute.
Upexi's 2025 agreement with GSR Strategies is a useful public example of why digital asset treasury provider benchmarking cannot stop at the annual fee. The disclosed economics combined a recurring AUM fee, warrants, an unusually long initial term, restrictive exit mechanics and later a live arbitration.
Agreement snapshot
| Field | Publicly disclosed term |
|---|---|
| Effective date | April 23, 2025 |
| Provider | GSR Strategies LLC |
| Role | Discretionary investment management for Upexi's cryptocurrency treasury, principally a long-only Solana strategy including staking / restaking |
| Asset-based fee | 1.75% per year of assets under management, calculated and paid in advance monthly |
| Equity-linked compensation | 2,192,982 warrants disclosed across multiple exercise-price tranches |
| Scheduled term | Through the twentieth anniversary of April 23, 2025 unless earlier terminated under the agreement |
| Convenience termination | Company termination without cause required a two-thirds common-stockholder vote under the disclosed agreement |
| Termination fee | Disclosed as the greater of five times aggregate management fees paid over the prior ten years or $15 million for specified non-cause termination |
The fee percentage was only one layer
The 1.75% annual AUM fee is easy to compare. The rest of the agreement changes the economics materially: the provider also received warrants, the relationship was written for a 20-year duration, and the contract included specific non-cause termination economics.
That is the difference between a fee comparison and a provider-economics comparison. A Board evaluating a mandate needs the denominator, equity-linked compensation, duration, renewal language, termination path and surviving obligations in the same record.
The original agreement also constrained replacement after a non-cause exit
The filed agreement stated that if Upexi terminated without Cause, the company would not for ten years enter into another agreement that would have the effect of replacing GSR to engage in substantially similar investment strategies. This is a contractual text point, not a conclusion about enforceability.
The relationship later became a realized outcome, not a hypothetical exit scenario
Upexi later disclosed competing default allegations, an arbitration demand filed on November 26, 2025, termination of the asset management agreement by GSR effective December 26, 2025, and GSR counterclaims. A later 2026 quarterly filing described the arbitration as active.
This makes the Upexi / GSR record particularly useful for currentness work. The original agreement remains searchable and can look like a live 20-year mandate if the later termination and dispute filings are not reconstructed.
What this case contributes to a DAT provider benchmark
It demonstrates four recurring diligence questions: whether a manager's apparent annual rate captures all consideration; how long the client is economically and operationally committed; what ordinary replacement path exists; and whether later filings have changed the practical status of the original contract.
Primary public sources
Upexi / GSR Asset Management Agreement (SEC exhibit)
Upexi 2025 Form 10-K
Upexi December 31, 2025 Form 8-K — termination / arbitration disclosure
Upexi 2026 Form 10-Q — active arbitration disclosure
Related research
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Public-source factual commercial research only. No legal opinion, no interpretation of enforceability, no fairness or fiduciary conclusion, no investment advice and no recommendation to retain or terminate any provider.