[SCHEDULE 13G/A] Mobix Labs, Inc. SEC Filing

Rhea-AI Filing Summary

On 17 Jul 2025, Sage Hill Investors, LLC and its principal, Vernon Davis Grizzard III, filed Amendment No. 3 to Schedule 13G for Mobix Labs, Inc. (MOBX). The filing, triggered by ownership as of 30 Jun 2025, discloses beneficial ownership of 3,142,857 Class A shares—equal to 6.1 % of the outstanding class (CUSIP 60743G100).

The reporting persons hold sole voting power over the entire stake but only 1,642,857 shares under sole dispositive power; no shares are subject to shared voting or dispositive power. The Schedule was filed pursuant to Rule 13d-1(c), indicating a passive investment. The certification explicitly states the securities were not acquired to influence or change control of Mobix Labs.

This size places Sage Hill/Grizzard among the issuer’s largest shareholders, potentially increasing governance visibility while avoiding control-person status. No transaction, purchase price, or intent to seek board representation is described.

Insights

Financial Analyst

TL;DR Passive 6.1 % stake disclosed; increases institutional ownership but no control ambitions stated.

The filing confirms a meaningful minority holding by Sage Hill Investors. While 6.1 % is material, the Rule 13d-1(c) designation and certification lower the probability of activist activity. Lack of shared dispositive power suggests internal flexibility to dispose of roughly half the position, but no immediate sale signal exists. Overall valuation impact should be limited to possible perception of shareholder confidence rather than operational change.

Corporate Governance Expert

TL;DR New amendment identifies significant holder; no governance intervention expected.

The amendment updates ownership details but maintains a passive stance, which keeps Mobix’s governance structure unchanged. However, management must now consider a single investor capable of influencing routine matters such as say-on-pay or shareholder proposals if turnout is low. The absence of group formation or board nomination language keeps regulatory risk minimal.

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13G

UNDER THE SECURITIES EXCHANGE ACT OF 1934

(Amendment No. 3)

MOBIX LABS, INC

(Name of Issuer)

Class A Common Stock

(Title of Class of Securities)

60743G100

(CUSIP Number)

06/30/2025

(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

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)

6.1 %

12

Type of Reporting Person (See Instructions)

OO

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 3,142,857.00
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)

6.1 %

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, IRVINE, CALIFORNIA, 92618.
Item 2.
(a)	Name of person filing: Vernon Davis Grizzard III; Sage Hill Investors, LLC. the Reporting Persons
(b)	Address or principal business office or, if none, residence: Vernon Davis Grizzard III 1426 Williams St., Suite 12 Chattanooga, TN 37408 Sage Hill Investors, LLC. 1426 Williams St., Suite 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: 6.1%
(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: None
	(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: None
Item 5.	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.

Sage Hill Investors, LLC

Signature:	Christina Marx
Name/Title:	CFO
Date:	07/17/2025

Vernon Davis Grizzard III

Signature:	Vernon Davis Grizzard
Name/Title:	CEO
Date:	07/17/2025