MOBX director sells 1.44M Class A shares, granted 915k convertible RSAs

Rhea-AI Filing Summary

Frederick C. Goerner, a director of Mobix Labs, Inc. (MOBX), reported changes to his holdings. The Form 4 shows a disposition of 1,436,525 shares of Class A common stock. He continues to hold vested derivative positions totaling 153,416 Class A equivalents via options (20,000 at a $4.18 strike; 133,416 at a $6.84 strike) exercisable through 2030 and 2032. On May 30, 2025 he received 915,033 Class B restricted stock awards that convert into Class A shares and vest over five years (10% after one year, then equal quarterly installments over 48 months). The Class B shares convert on certain transfers or automatically after the seventh anniversary of the closing date (December 21, 2023).

Positive

• 915,033 Class B restricted stock awards were granted, vesting over five years to align long-term interests
• 153,416 vested/exercisable options remain outstanding (20,000 at $4.18; 133,416 at $6.84), preserving potential upside for the reporting person

Negative

• Disposition of 1,436,525 shares of Class A common stock reported, a sizable decrease in direct Class A holdings
• Class B shares are convertible into Class A, which represents potential future dilution when conversion or vesting occurs

Insights

Financial Analyst

TL;DR Director sold 1.44M Class A shares but received 915k RSAs; vested options remain significant — mixed signal to investors.

The filing discloses a large disposition of 1,436,525 Class A shares alongside continued equity exposure through fully vested options totaling 153,416 shares and a grant of 915,033 Class B restricted stock awards. The options have strikes of $4.18 and $6.84 and are exercisable into 2030 and 2032, preserving potential upside for the reporting person. The RSAs vest over five years, aligning long-term incentives with the company but representing future share conversion and potential dilution. This combination of an immediate disposal and long-term awards produces a balanced, mixed impact.

Corporate Governance Expert

TL;DR The grant of restricted Class B shares with multi-year vesting strengthens alignment, but the sizable Class A disposition warrants attention.

The report shows governance features and conversion mechanics that matter to shareholders: the Class B awards are convertible into Class A stock and will convert on transfer or automatically after the seventh anniversary of the closing date (Dec 21, 2023). The RSAs vest 10% after one year then quarterly over four years, which supports long-term retention. However, the contemporaneous disposal of over 1.4 million Class A shares is a material, observable change in insider holdings that investors and governance committees may monitor for context.

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^*

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)
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								1,436,525	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	217,391		217,397	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 MOBX?

The Form 4 was filed on behalf of Frederick C. Goerner, a director of Mobix Labs, Inc.

How many Class A shares did the reporting person dispose of in the Form 4?

The report shows a disposition of 1,436,525 shares of Class A common stock.

What derivative securities does the reporting person hold for MOBX?

He holds options exercisable into 20,000 shares at a $4.18 strike (exercisable 08/10/2030) and 133,416 shares at a $6.84 strike (exercisable 04/04/2032), totaling 153,416.

What are the terms of the Class B restricted stock awards reported?

On May 30, 2025 he received 915,033 Class B RSAs that convert into Class A stock and vest over five years: 10% on the first anniversary, then the remaining 90% in equal quarterly installments over 48 months.

When do the Class B shares convert into Class A shares?

Class B shares convert at the reporting person’s option and will automatically convert upon a transfer (other than permitted transfers) or on the first trading day after the seventh anniversary of the closing date (Dec 21, 2023).

Are the reported options vested and exercisable?

Yes, the filing states that the listed options are fully vested and exercisable.