MOBX Form 4: Chief Officer Sells Shares While Receiving Options and RSUs

Rhea-AI Filing Summary

Samini Keyvan, who serves as President, CFO and a director of Mobix Labs, Inc. (MOBX), reported transactions dated 05/30/2025. The filing shows a disposition of 2,868,204 shares of Class A common stock and discloses several insider awards and holdings intended as compensation and retention.

The reporting person holds or controls derivative and contingent interests including 323,529 exercisable options with a $0.17 exercise price expiring 08/10/2030, 333,333 restricted stock units that convert one-for-one and vest on 12/21/2025, and 915,033 Class B restricted stock awards granted 05/30/2025 that vest over five years. Certain shares are held indirectly through named trusts with amounts disclosed.

Positive

• Grant of 915,033 Class B restricted stock awards on 05/30/2025 with a five-year vesting schedule supports long-term retention
• 333,333 RSUs that convert one-for-one to Class A common stock and vest on 12/21/2025, aligning future compensation to shareholders
• 323,529 fully vested options exercisable at $0.17 (expiring 08/10/2030), providing potential upside to the reporting person

Negative

• Disposition of 2,868,204 Class A shares on 05/30/2025 represents a large insider sale and is a material liquidity event
• 915,033 Class B RSAs are convertible into Class A shares, creating potential future dilution when converted or vested

Insights

Securities Analyst

TL;DR: Large immediate sale plus sizable long-term equity awards create mixed signals on insider liquidity and retention.

The report records a sizeable disposition of 2,868,204 Class A shares on 05/30/2025, which is a material outright sale by a senior executive. Offsetting that, the executive received multiple equity awards: fully vested options for 323,529 shares at a $0.17 strike, 333,333 RSUs vesting 12/21/2025, and 915,033 Class B restricted stock awards granted 05/30/2025 with a five-year vesting schedule. These awards provide multi-year alignment but also represent potential future dilution when converted to Class A shares. Overall, the filing contains both significant liquidity actions and retention incentives; net impact depends on absolute share counts outstanding and market context not provided here.

Corporate Governance Expert

TL;DR: The company used long-term equity grants and standard vesting to retain an executive following a large share disposition.

The disclosure shows governance-standard devices: time-based RSUs and RSAs with a staged vesting schedule (10% at first anniversary then quarterly over 48 months) and conversion terms for Class B shares. The Reporting Person also disclaims beneficial ownership for trust-held shares except for pecuniary interest, which is explicitly noted. The combination of immediate share disposition and multi-year awards is consistent with a structure that permits executive liquidity while preserving long-term incentives for service and performance. This filing is governance-relevant but does not indicate regulatory or compliance issues.

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

SAMINI KEYVAN

(Last) (First) (Middle)

C/O MOBIX LABS, INC.

1 VENTURE, SUITE 220

(Street)

IRVINE CA 92618

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
MOBIX LABS, INC [ MOBX ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	President, CFO & Director

3. Date of Earliest Transaction (Month/Day/Year)
05/30/2025

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Class A Common Stock								2,868,204	D
Class A Common Stock								73,529	I(1)	By KSLI Trust
Class A Common Stock								171,146	I(1)	By KSSF Trust
Class A Common Stock								73,529	I(1)	By SSLI Trust

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Option (Right to Buy)	$0.17							(2)	08/10/2030	Class A Common Stock	323,529		323,529	D
Restricted Stock Units	(3)							(4)	(4)	Class A Common Stock	333,333		333,333	D
Class B Common Stock	(5)							(5)	(5)	Class A Common Stock	125,000		125,000	I(1)	By KSSF Trust
Class B Common Stock	(5)	05/30/2025		A		915,033		(6)	(6)	Class A Common Stock	915,033	$0.00	915,033	D

Explanation of Responses:

1. The Reporting Person is a trustee of this trust. The Reporting Person disclaims beneficial ownership of the securities held by this trust except to the extent of his respective pecuniary interest therein.

2. These options are fully vested and exercisable.

3. The Restricted Stock Units ("RSUs") convert to Class A Common Stock on a one-for-one basis.

4. These RSUs will vest on December 21, 2025.

5. The shares of Class B Common Stock are convertible into shares of Class A Common Stock at the option of the Reporting Person and will be automatically converted upon (i) a transfer by the Reporting Person (other than a permitted transfer) or (ii) the first trading day after the seventh anniversary date of the Closing Date (December 21, 2023).

6. The Class B restricted stock awards (the "RSAs") were granted to the Reporting Person on May 30, 2025, and will vest over five years as follows: (i) 10% of the RSAs will vest on the first anniversary of the grant date (May 30, 2026) and (ii) the remaining 90% will vest in equal quarterly installments over the remaining 48 months.

	/s/ Terri Aprati, Attorney-in-Fact	08/13/2025
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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FAQ

What did Mobix Labs (MOBX) insider Samini Keyvan report on 05/30/2025?

The filing reports a disposition of 2,868,204 Class A shares and multiple equity awards including 915,033 Class B RSAs, 333,333 RSUs, and 323,529 exercisable options.

How many options does the reporting person hold and what is the strike price?

The reporting person holds 323,529 options exercisable at a $0.17 exercise price with expiration 08/10/2030.

When do the RSUs and RSAs vest?

The 333,333 RSUs vest on 12/21/2025. The 915,033 Class B RSAs granted 05/30/2025 vest over five years: 10% on the first anniversary (05/30/2026) then the remaining 90% in equal quarterly installments over 48 months.

Are any shares held indirectly by trusts?

Yes. The filing discloses indirect holdings through trusts including 73,529, 171,146, and 73,529 shares held by named trusts, and a 125,000 Class B shareholding indicated as held by a trust.

Do the Class B shares convert to Class A shares?

Yes. The filing states certain Class B common stock is convertible into Class A common stock at the option of the reporting person and will be automatically converted upon specified conditions.