Same 1.25% headline. Different denominator, role, payment medium and exit stack.
Upexi's June 2026 Hivemind agreement is a useful strategic-adviser control because the annual headline rate is 1.25%, but the denominator is issuer market capitalization rather than managed treasury assets. The fee is paid quarterly in advance in Upexi shares, subject to a 9.99% ownership cap and cash substitution mechanics.
Agreement snapshot
| Field | Filed term |
|---|---|
| Issuer | Upexi, Inc. (Nasdaq: UPXI) |
| Adviser | Hivemind Capital Partners, LLC |
| Effective date | June 22, 2026 |
| Role | General business, operations and capital-markets advisory / consulting. The filed agreement states that Hivemind has no authority to bind Upexi or execute transactions on its behalf. |
| Fee | 0.3125% of Upexi market capitalization each fiscal quarter, resulting in a 1.25% annual headline fee. |
| Payment medium | Common shares issued quarterly in advance. Fees above the 9.99% beneficial-ownership cap are payable in cash. |
| First measurement | June 30, 2026; the first full quarterly fee plus the June 22–30 stub period was contractually due within 15 calendar days. |
| Initial term | Three years, with successive one-year renewals by mutual written agreement. |
| Company ordinary exit | No general no-cause company termination right appears in Section 2. Company termination is stated for a Disqualifying Action by the adviser. |
| Cash takeout | If a qualifying cash takeout occurs during the term, the company or successor must make a cash payment based on the advisory fees that would have been payable for the remainder of the term, using the agreement's implied-market-capitalization mechanics. |
The denominator is issuer market capitalization, not treasury AUM
Schedule B defines Market Capitalization as issued-and-outstanding common shares multiplied by the closing stock price on the measurement date. That makes the fee sensitive to Upexi's public-equity value rather than only to the amount of SOL or other assets under a treasury-management mandate.
The share count for each quarterly payment is calculated by dividing the advisory-fee amount by the same closing-price reference. The agreement also requires a calculation statement after each measurement date and includes a process for challenging the calculation.
The fee is equity-settled and paid in advance
The filed agreement calls for quarterly Advisory Fee Shares to be issued within 15 calendar days after each measurement date for the quarter beginning immediately afterward. The first measurement date was June 30, 2026, with the June 22–30 stub-period fee due alongside the first full quarterly payment.
A 9.99% beneficial-ownership cap limits share issuance to Hivemind and its affiliates; fee amounts that cannot be issued because of that cap are payable in cash. The agreement also provides registration rights for Advisory Fee Shares.
Exit economics are not a simple notice-period field
The three-year agreement permits Hivemind to terminate for an uncured material breach by Upexi or for a defined Disqualifying Action; Upexi may terminate for a Disqualifying Action by Hivemind. Section 2 also preserves obligations arising before termination.
Separately, Schedule B says the advisory fee continues through the term following acquisitions and provides a cash-takeout mechanism that converts future share-based fees into a cash payment based on the remainder of the term. That is economically different from a standard AUM mandate with an ordinary no-cause notice period.
One provider can sit in multiple role families
Hivemind is also publicly disclosed in a separate AVAX One asset-management mandate with discretionary authority and a 1.25% Account Size fee. Upexi therefore supplies a clean control for a recurring benchmarking error: the same provider and the same numeric percentage do not create a same-role comparable.
Upexi separately announced a June 30 staking relationship with Blueprint, Hivemind's institutional staking and digital-asset infrastructure affiliate. That staking layer should also be kept separate from the non-discretionary advisory agreement unless a filing establishes shared economics.
What a live benchmark should preserve
- Provider role and transaction authority
- Market-cap versus AUM denominator
- Equity-settled versus cash compensation
- Measurement date versus observed issuance/payment
- Beneficial-ownership cap and cash substitution
- Three-year term and limited company termination path
- Cash-takeout / remaining-term mechanics
- Separate financing, ownership and staking relationships
Primary public sources
June 25, 2026 Form 8-K — advisory agreement summary
Filed Advisory Services Agreement — scope, fee formula, term, termination and cash-takeout mechanics
June 30, 2026 Form 8-K — Blueprint staking relationship
Hivemind Schedule 13G amendment — broader beneficial-ownership context
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Public-source factual commercial research only. No legal, fairness, fiduciary, accounting or investment opinion, and no recommendation concerning retention, termination or provider selection.