SCHEDULE: Mobix Labs Insider Boosts Stake to 5.6% Voting Power

Keyvan Samini, President, CFO, and Director of Mobix Labs, Inc., along with affiliated trusts, reported beneficial ownership of 5.6% of the company's voting power.

Summary

• Keyvan Samini, President, Chief Financial Officer, Secretary, and a Director of Mobix Labs, Inc., along with KSSF Trust, KSLI Trust, and SSLI Trust (collectively, the "Reporting Persons"), filed a Schedule 13D.
• Samini beneficially owns 3,316,733 shares of Class A Common Stock, representing 5.6% of the voting power of Mobix Labs, Inc.'s Common Stock.
• This ownership includes 3,191,733 shares of Class A Common Stock and 125,000 shares of Class B Common Stock, which are convertible into Class A Common Stock.
• The shares were acquired through a Business Combination Agreement (Merger) that closed on December 21, 2023, and a grant of 2,550,000 restricted stock awards (RSAs) on May 5, 2025.
• Samini also received Restricted Stock Units (RSUs) for 333,333 shares of Class A Common Stock on April 15, 2025, vesting on December 21, 2025, and is slated to receive additional RSUs on the first, second, and third anniversaries of December 21, 2023.
• The Reporting Persons intend to hold the shares for investment purposes and may engage with management or the board on operational, strategic, financial, or governance matters.

Sentiment

Score: 7

Explanation: The filing indicates significant insider ownership and long-term investment intent from a key executive, which is generally viewed positively by the market as it aligns management's interests with shareholders. The equity grants also serve as ongoing incentives.

Positives

• Keyvan Samini, a key executive and director, holds a significant beneficial ownership of 5.6% of the company's voting power, indicating strong insider alignment.
• The acquisition of a substantial portion of shares was part of a business combination and executive compensation, aligning management incentives with shareholder interests.
• Samini's role as President, CFO, and Director provides direct influence over corporate activities, potentially leading to more informed and stable strategic decisions.

Negatives

• No specific negative points were identified in this beneficial ownership disclosure filing.

Risks

• Reporting Persons may dispose of any or all of the securities held at any time, depending on an ongoing evaluation of the investment, market conditions, and other factors.

Future Outlook

Reporting Persons may make further acquisitions or dispositions of Mobix Labs' securities based on investment evaluation and market conditions. Keyvan Samini, in his executive and director roles, will continue to be involved in reviewing and influencing operational, strategic, financial, and governance matters for the Issuer. Restricted Stock Awards will vest over a two-year period with potential for acceleration based on stock price thresholds, and Restricted Stock Units will vest on anniversaries of their grant dates.

Management Comments

• Keyvan Samini, as President, Chief Financial Officer, and Director, will be involved in reviewing transactions that may result in operational, strategic, financial, or governance changes for the Issuer and may have influence over the corporate activities.

Corporate Governance

Related Party Transactions

• Mobix Labs entered into an Amended and Restated Executive Employment Agreement with Keyvan Samini in 2020, granting options to purchase 2,000,000 and 3,500,000 shares of Class A Common Stock, plus expenses and a $600 monthly car allowance.
• Mobix Labs amended the Executive Employment Term Sheet with Samini in connection with the Merger Closing, providing for the grant of 333,333 RSUs on the first, second, and third anniversaries of December 21, 2023, in exchange for forfeited prior RSUs.
• On April 15, 2025, Samini was granted RSUs for 333,333 shares of Class A Common Stock, vesting on December 21, 2025.
• On May 5, 2025, Samini was granted 2,550,000 Class A Restricted Stock Awards (RSAs) that vest over a two-year period and can accelerate if certain stock price thresholds are met.

Stakeholder Impact

• Shareholders: Increased insider ownership by a key executive and director may be viewed positively, signaling confidence in the company's future. However, the potential for future dispositions by reporting persons is also noted.
• Employees: The equity grants to Keyvan Samini serve as a significant incentive, potentially motivating strong leadership and performance.

Next Steps

• Vesting of 2,550,000 Class A Restricted Stock Awards (RSAs) over a two-year period, with potential for accelerated vesting based on stock price thresholds.
• Vesting of 333,333 Restricted Stock Units (RSUs) on December 21, 2025.
• Granting of additional RSUs on the first, second, and third anniversaries of December 21, 2023, with vesting on the first anniversary of each grant date.
• Potential future acquisitions or dispositions of Mobix Labs' securities by the Reporting Persons.
• Keyvan Samini's ongoing involvement in operational, strategic, financial, and governance matters as an executive and director.

Key Dates

Keywords

Mobix Labs, Keyvan Samini, Schedule 13D, Beneficial Ownership, Insider Ownership, Class A Common Stock, Restricted Stock Awards, Restricted Stock Units, Corporate Governance, Executive Compensation