MOBX Insider Sale: Carpou Sells Nearly 20K Shares; Options Fully Vested

Rhea-AI Filing Summary

MOBIX LABS, INC. director Bill Carpou reported a sale of 19,953 shares of Class A common stock on 09/12/2025 at an average price of approximately $0.9418 per share, reducing his direct holdings to 252,167 shares. The filing also shows two fully vested options: one exercisable at $4.18 per share covering 20,000 underlying shares (expires 08/10/2030) and another at $6.84 covering 133,416 shares (expires 04/04/2032). The report was signed by an attorney-in-fact on 09/16/2025 and includes an explanation that sale prices ranged from $0.9418 to $0.9419 and that option grants are fully vested and exercisable.

Positive

• Reporting clarity: Form 4 discloses transaction date, price range, and remaining direct holdings.
• Significant vested options: 153,416 underlying shares are fully vested and exercisable, indicating continued equity exposure by the reporting person.

Negative

• Insider sale: Director disposed of 19,953 shares, which reduces his direct ownership to 252,167 shares.
• Sale price below option strike prices: Reported sale price (~$0.94) is well below option exercise prices ($4.18 and $6.84), implying potential dilution or future incentive mismatch if share price does not appreciate.

Insights

Securities Analyst

TL;DR Director sale of ~20k shares at ~$0.94 reduces stake but significant vested options remain, showing ongoing potential equity exposure.

The transaction is a routine Section 16 disclosure showing a small-scale open-market sale by a director. The sale reduced direct holdings to 252,167 shares, while substantial vested option positions (153,416 underlying shares total) remain exercisable at $4.18 and $6.84, well above the reported sale price. For investors, the filing documents insider liquidity without indicating any change in option terms or additional transfers. Impact is neutral to modestly negative given the sale, but materiality is limited absent further context on total float or transaction rationale.

Corporate Governance Expert

TL;DR The filing documents a standard director sale and confirms full vesting of option awards, with no governance red flags disclosed.

This Form 4 presents a clear, properly executed disclosure: the reporting person is identified as a director, the sale date and price range are provided, and options are noted as fully vested. The signature by an attorney-in-fact is disclosed. There are no statements of pledges, transfers to affiliates, or unusual derivative exercises. From a governance perspective, the filing does not allege conflicts or procedural breaches; it simply records an insider liquidity event.

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^*

Carpou Bill

(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)
09/12/2025

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	09/12/2025		S		19,953	D	$0.9418(1)	252,167	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

Explanation of Responses:

1. Represents the weighted average of the shares sold. The prices of the shares sold pursuant to the transactions range from $0.9418 to $0.9419 per share. The Reporting Person, upon request, will provide the Securities and Exchange Commission staff, the issuer or the security holder of the issuer full information regarding the number of shares sold at each separate price.

2. These options are fully vested and exercisable.

	/s/ Terri Aprati, Attorney-in-Fact	09/16/2025
	** 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 insider Bill Carpou sell and when?

On 09/12/2025 Bill Carpou sold 19,953 shares of Class A common stock at prices ranging from $0.9418 to $0.9419 per share.

How many MOBX shares does Bill Carpou own after the sale?

After the reported sale, Carpou directly beneficially owns 252,167 shares of Class A common stock.

Does Bill Carpou hold any options in MOBX?

Yes. He holds options exercisable for 20,000 shares at $4.18 (expiring 08/10/2030) and 133,416 shares at $6.84 (expiring 04/04/2032); both are fully vested and exercisable.

Who signed the Form 4 for this filing?

The Form 4 was signed by Terri Aprati, Attorney-in-Fact on 09/16/2025.

Were multiple prices paid in the sale?

Yes. The filing states the weighted average sale price is $0.9418 and that sale prices ranged from $0.9418 to $0.9419; the reporting person can provide detailed per-price quantities on request.