Mobix Labs holder reports 4.9% ownership stake

Mobix Labs, Inc. received an amended Schedule 13G/A showing that Vernon Davis Grizzard III and Sage Hill Investors, LLC together beneficially own 3,142,857 shares of its Class A common stock, representing 4.9% of the class as of December 31, 2025.

Rhea-AI Filing Summary

Mobix Labs, Inc. received an amended Schedule 13G/A showing that Vernon Davis Grizzard III and Sage Hill Investors, LLC together beneficially own 3,142,857 shares of its Class A common stock, representing 4.9% of the class as of December 31, 2025.

The reporting persons have sole voting power over 3,142,857 shares and sole dispositive power over 1,642,857 shares, with no shared voting or dispositive power. They certify that the securities were not acquired and are not held for the purpose of changing or influencing control of Mobix Labs.

FAQ

What ownership stake in Mobix Labs (MOBX) is reported in this Schedule 13G/A?

The filing reports that the holders beneficially own 3,142,857 Class A shares of Mobix Labs, Inc., representing 4.9% of the outstanding class as of December 31, 2025. This reflects a significant but sub-5% passive ownership position under U.S. securities regulations.

Who are the reporting persons in the Mobix Labs (MOBX) Schedule 13G/A filing?

The reporting persons are Vernon Davis Grizzard III and Sage Hill Investors, LLC. Both list United States citizenship or organization, with addresses in Chattanooga, Tennessee, and Georgia referenced for Sage Hill. They jointly report beneficial ownership of Mobix Labs Class A common stock.

How many Mobix Labs (MOBX) shares do the reporting persons control for voting and disposition?

They report sole voting power over 3,142,857 Class A shares and sole dispositive power over 1,642,857 shares, with no shared voting or dispositive power. This means they can vote all reported shares, but can only decide to sell or transfer a smaller portion.

Do the Mobix Labs (MOBX) shareholders in this filing intend to influence control of the company?

The signatory certifies the securities were not acquired and are not held to change or influence control of Mobix Labs. The filing states they are not participants in any transaction aimed at control, other than activities solely related to a nomination under a specific proxy rule.

Why does the Mobix Labs (MOBX) Schedule 13G/A mention ownership of 5 percent or less?

The filing notes ownership of 5 percent or less of the class, consistent with the reported 4.9% stake. This language aligns with regulatory thresholds, indicating the position remains below the 5% level often associated with additional reporting and potential control considerations.

What is the class and CUSIP of the Mobix Labs (MOBX) securities covered by this filing?

The securities are Mobix Labs, Inc. Class A Common Stock identified by CUSIP 60743G100. The filing centers on beneficial ownership of this specific class, detailing voting and dispositive powers and the percentage of that class held as of December 31, 2025.

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Accepted by SEC EDGAR 01/29/2026 - 12:04 PM Learn about SEC filing dates

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13G

UNDER THE SECURITIES EXCHANGE ACT OF 1934

(Amendment No. 5)

MOBIX LABS, INC

(Name of Issuer)

Class A Common Stock

(Title of Class of Securities)

60743G100

(CUSIP Number)

12/31/2025

(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

Rule 13d-1(b)

Rule 13d-1(c)

Rule 13d-1(d)

SCHEDULE 13G

CUSIP No. 60743G100

1

Names of Reporting Persons

Vernon Davis Grizzard III

2

Check the appropriate box if a member of a Group (see instructions)

(a)
(b)

3

Sec Use Only

4

Citizenship or Place of Organization

UNITED STATES

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 3,142,587.00
6	Shared Voting Power 0.00
7	Sole Dispositive Power 1,642,857.00
8	Shared Dispositive Power 0.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

3,142,857.00

10

Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)

11

Percent of class represented by amount in row (9)

4.9 %

12

Type of Reporting Person (See Instructions)

OO

SCHEDULE 13G

CUSIP No. 60743G100

1

Names of Reporting Persons

Sage Hill Investors, LLC

2

Check the appropriate box if a member of a Group (see instructions)

(a)
(b)

3

Sec Use Only

4

Citizenship or Place of Organization

UNITED STATES

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 3,142,857.00
6	Shared Voting Power 0.00
7	Sole Dispositive Power 1,642,857.00
8	Shared Dispositive Power 0.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

3,142,857.00

10

Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)

11

Percent of class represented by amount in row (9)

4.9 %

12

Type of Reporting Person (See Instructions)

OO

SCHEDULE 13G

Item 1.
(a)	Name of issuer: MOBIX LABS, INC
(b)	Address of issuer's principal executive offices: 15420 LAGUNA CANYON RD, STE 100, 15420 LAGUNA CANYON RD, STE 100, IRVINE, CALIFORNIA, 92618.
Item 2.
(a)	Name of person filing: Vernon Davis Grizzard III; Sage Hill Investors, LLC
(b)	Address or principal business office or, if none, residence: Vernon Davis Grizzard III 1426 William St. Unit 12 Chattanooga, TN 37408 Sage Hill Investors, LLC 1426 Williams St. Unit 12 Chattanooga, TN 37408
(c)	Citizenship: Vernon Davis Grizzard III - United States of America Sage Hill Investors, LLC - State of Georgia; United States of America
(d)	Title of class of securities: Class A Common Stock
(e)	CUSIP No.: 60743G100
Item 3.	If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:
(a)	Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
(b)	Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
(c)	Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
(d)	Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
(e)	An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
(f)	An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
(g)	A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
(h)	A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
(i)	A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
(j)	A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J), please specify the type of institution:
(k)	Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
Item 4.	Ownership
(a)	Amount beneficially owned: 3,142,857 Class A Shares
(b)	Percent of class: 4.9%
(c)	Number of shares as to which the person has:
	(i) Sole power to vote or to direct the vote: 3,142,857
	(ii) Shared power to vote or to direct the vote: 0
	(iii) Sole power to dispose or to direct the disposition of: 1,642,857
	(iv) Shared power to dispose or to direct the disposition of: 0
Item 5.	Ownership of 5 Percent or Less of a Class.
	Ownership of 5 percent or less of a class
Item 6.	Ownership of more than 5 Percent on Behalf of Another Person.
	Not Applicable
Item 7.	Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.
	Not Applicable
Item 8.	Identification and Classification of Members of the Group.
	Not Applicable
Item 9.	Notice of Dissolution of Group.
	Not Applicable

Item 10.

Certifications:

By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under § 240.14a-11.

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Vernon Davis Grizzard III

Signature:	Vernon Davis Grizzard III
Name/Title:	CEO
Date:	01/29/2026

Sage Hill Investors, LLC

Signature:	Christina F. Marx
Name/Title:	CFO
Date:	01/29/2026