Mobix Labs (MOBX) CEO executes tax sell-to-cover on 87,025 shares

Rhea-AI Filing Summary

Mobix Labs CEO Philip Sansone filed a Form 4 showing an automatic tax-related sale of shares. On February 2, 2026, Sansone sold 87,025 shares of Mobix Labs Class A common stock at a weighted-average price of $0.188 per share in a transaction coded as a sale.

According to the disclosure, the shares were sold solely to cover taxes arising from restricted stock units that vested on January 31, 2026, under a pre‑set “sell to cover” election, meaning the trades were not discretionary. After this transaction, Sansone directly beneficially owned 1,848,816 shares of Mobix Labs.

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^*

SANSONE PHILIP

(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)
	Chief Executive Officer

3. Date of Earliest Transaction (Month/Day/Year)
02/02/2026

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	02/02/2026		S		87,025(1)	D	$0.188(2)	1,848,816	D

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

Explanation of Responses:

1. The reported shares were sold solely to cover the Reporting Person's tax liability associated with the restricted stock units that vested on January 31, 2026. These sales were made pursuant to an irrevocable election by the Reporting Person to satisfy tax withholding obligations through "sell to cover" transactions and do not represent discretionary trades by the Reporting Person.

2. Represents the weighted average of the shares sold. The prices of the shares sold pursuant to the transaction range from $0.1854 to $0.1903 per share. The Reporting Person, upon request, will provide the Securities and Exchange Commission staff, the issuer or a security holder of the issuer full information regarding the number of shares sold at each separate price.

	/s/ Terri Aprati, Attorney-in-Fact	02/04/2026
	** 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

FAQ

What insider transaction did Mobix Labs (MOBX) disclose for CEO Philip Sansone?

Mobix Labs disclosed that CEO Philip Sansone sold 87,025 shares of Class A common stock on February 2, 2026. The filing states this was to cover taxes from recently vested restricted stock units, rather than a discretionary open-market sale.

At what price did the Mobix Labs (MOBX) CEO’s tax-related shares sell?

The shares sold at a weighted-average price of $0.188 per share, with individual sale prices ranging from $0.1854 to $0.1903 per share. The Form 4 notes the CEO can provide full price breakdowns upon request.

Why did Mobix Labs (MOBX) CEO use a sell-to-cover transaction?

The Form 4 explains the sale was made solely to cover the CEO’s tax liability from restricted stock units that vested on January 31, 2026. A pre-arranged “sell to cover” election automatically sold shares to satisfy withholding obligations.

How many Mobix Labs (MOBX) shares does the CEO own after this Form 4 sale?

After selling 87,025 shares to cover taxes, CEO Philip Sansone directly beneficially owned 1,848,816 shares of Mobix Labs Class A common stock. This remaining stake is reported as directly held by the CEO in the filing.

Does the Mobix Labs (MOBX) Form 4 indicate discretionary selling by the CEO?

No. The Form 4 states the CEO’s sale was executed under an irrevocable election to satisfy tax withholding via “sell to cover” transactions. It explicitly notes the transactions do not represent discretionary trades by the reporting person.