MOBX: Director disposes 2.97M shares; holds convertible Class B and vested options

Rhea-AI Filing Summary

James J. Peterson, a director and reported >10% owner of Mobix Labs (MOBX), reported a material change in his equity holdings. On 05/30/2025 he disposed of 2,970,545 Class A common shares. The filing also shows Peterson holds vested stock options and convertible Class B shares that convert into Class A shares.

Specifically, Peterson holds 20,000 options exercisable at $4.18 (exp. 08/10/2030) and 133,416 options exercisable at $6.84 (exp. 04/04/2032), both fully vested. He also holds 1,449,275 Class B shares convertible into Class A, and received 915,033 Class B restricted stock awards (RSAs) on 05/30/2025 that vest 10% on May 30, 2026 and the remaining 90% in equal quarterly installments over the following 48 months.

Positive

• Received 915,033 Class B restricted stock awards on 05/30/2025 with a defined vesting schedule
• Holds fully vested options: 20,000 at $4.18 (ex. 08/10/2030) and 133,416 at $6.84 (ex. 04/04/2032)
• Holds 1,449,275 Class B shares that are convertible into Class A common stock

Negative

• Disposed of 2,970,545 Class A common shares on 05/30/2025, a materially large reported sale

Insights

Financial Analyst

TL;DR: Large insider disposition of 2.97M Class A shares alongside sizable long-term awards and vested options, producing mixed signals.

The filing records a substantial sale of Class A shares by a director and >10% owner, which is a material disposition by itself. Offsetting that, the reporting person retains multiple vested options and a sizeable holding of Class B convertible shares, and received 915,033 RSAs with a five-year vesting schedule. For investors, the combination signals both immediate liquidity from the disposition and continued tied economic interest via convertible shares and multi-year restricted awards.

Corporate Governance Expert

TL;DR: Insider transaction combines a large sale with long-dated incentives, reflecting both cashing out and ongoing alignment through vesting awards.

The report documents both a significant disposal and new restricted awards subject to multi-year vesting, plus fully vested options. The Class B shares are explicitly convertible into Class A and include automatic conversion triggers. The RSA vesting schedule (10% after one year, then quarterly over 48 months) ties compensation to tenure. This structure is important for assessing insider incentives and potential future share supply from conversions and option exercises.

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^*

Peterson James J

(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	X	10% Owner
	Officer (give title below)		Other (specify below)

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								2,970,545	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							(1)	08/10/2030	Class A Common Stock	20,000		20,000	D
Option (Right to Buy)	$6.84							(1)	04/04/2032	Class A Common Stock	133,416		133,416	D
Class B Common Stock	(2)							(2)	(2)	Class A Common Stock	1,449,275		1,449,275	D
Class B Common Stock	(2)	05/30/2025		A		915,033		(3)	(3)	Class A Common Stock	915,033	$0.00	915,033	D

Explanation of Responses:

1. These options are fully vested and exercisable.

2. 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).

3. 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).
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

Who filed the Form 4 for Mobix Labs (MOBX)?

James J. Peterson, identified as a director and a >10% owner.

What shares were sold by the reporting person on 05/30/2025?

2,970,545 Class A common shares were reported as disposed of on 05/30/2025.

What derivative securities does James J. Peterson report owning?

He reports 20,000 options at $4.18 (ex. 08/10/2030) and 133,416 options at $6.84 (ex. 04/04/2032), both fully vested.

What Class B holdings and conversions are disclosed?

He holds 1,449,275 Class B shares convertible into Class A; conversion occurs on transfer (except permitted transfers) or automatically after the seventh anniversary of the closing date.

What is the vesting schedule for the 915,033 RSAs granted on 05/30/2025?

The RSAs vest 10% on May 30, 2026 and the remaining 90% in equal quarterly installments over the next 48 months.