Mobix Labs insider report: vested options and Class B conversion details

Rhea-AI Filing Summary

Frederick C. Goerner, a director of Mobix Labs, Inc. (MOBX), reported multiple equity awards and holdings. On 09/23/2025 he was granted 46,855 Restricted Stock Units (RSUs) with a reported price of $0, bringing his reported beneficial ownership to 1,483,380 shares of Class A Common Stock (direct). The filing also shows fully vested, exercisable options to purchase 20,000 shares at $4.18 and 133,416 shares at $6.84. Additionally, the report lists 217,391 shares of Class B Common Stock convertible into Class A Common Stock; conversion occurs at the Reporting Person's option and will be automatic upon certain transfers or upon the first trading day after the seventh anniversary of the Closing Date. The Form 4 was signed by an attorney-in-fact on 09/25/2025.

Positive

• 46,855 RSUs granted on 09/23/2025, indicating alignment of the director with shareholder interests
• Options are fully vested and exercisable (20,000 at $4.18 and 133,416 at $6.84), providing clear exercise terms

Negative

• None.

Insights

Corporate Governance Expert

TL;DR: Director received RSUs and holds convertible Class B shares; details show alignment with equity compensation.

The filing documents a standard equity grant and existing convertible and option holdings for a director. The 46,855 RSUs granted on 09/23/2025 increase the director's direct stake to 1,483,380 Class A shares. The presence of fully vested and exercisable options (20,000 at $4.18; 133,416 at $6.84) and convertible Class B shares indicates a mix of compensation and legacy shareholder class structure. The conversion mechanics for Class B to Class A are specified in the filing and include optional and automatic conversion triggers.

Securities Analyst

TL;DR: Transactions are routine insider compensation and holdings; no one-time sale or unusual disposition reported.

The Form 4 reports acquisitions and outstanding derivative instruments rather than disposals. The RSU grant was recorded at $0 in the table, consistent with award grants rather than market purchases. The options reported are described as fully vested and exercisable, which could affect potential future share issuance if exercised. No cash proceeds or sales are shown in this filing.

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).

1. Name and Address of Reporting Person^*

Goerner Frederick C

(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
	Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
09/23/2025

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	09/23/2025		A		46,855(1)	A	$0.00	1,483,380	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
Option (Right to Buy)	$4.18							(2)	08/10/2030	Class A Common Stock	20,000		20,000	D
Option (Right to Buy)	$6.84							(2)	04/04/2032	Class A Common Stock	133,416		133,416	D
Class B Common Stock	(3)							(3)	(3)	Class A Common Stock	217,391		217,391(4)	D

Explanation of Responses:

1. These Restricted Stock Units ("RSUs") were granted to the Reporting Person on September 23, 2025.

2. These options are fully vested and exercisable.

3. 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).

4. The number of shares of Class B Common Stock beneficially owned by the Reporting Person has been reduced to remove the Class B Common Stock underlying the Restricted Stock Awards granted on May 30, 2025.

	/s/ Terri Aprati, Attorney-in-Fact	09/25/2025
	** 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).
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 did MOBX director Frederick C. Goerner acquire on 09/23/2025?

The director was granted 46,855 Restricted Stock Units (RSUs) on 09/23/2025, reported at a $0 price.

How many shares does Frederick C. Goerner beneficially own after the reported transaction?

The filing reports 1,483,380 Class A Common Stock beneficially owned following the reported transaction(s).

What options does the reporting person hold and are they exercisable?

The reporting person holds options for 20,000 shares at $4.18 and 133,416 shares at $6.84; the filing states these options are fully vested and exercisable.

What is the status of Class B Common Stock held by the reporting person?

The filing lists 217,391 shares of Class B Common Stock that are convertible into Class A Common Stock at the reporting person's option and will convert automatically upon specified transfer events or upon the first trading day after the seventh anniversary of the Closing Date.

When was the Form 4 filed and who signed it?

The Form 4 shows the signature of Terri Aprati, Attorney-in-Fact dated 09/25/2025.