MOBIX LABS, INC

Equity Grants Issued Outside of the 2023 Equity Incentive Plan

On August 11, 2025, the Company entered into restricted stock award agreements with each of Frederick Goerner, James Peterson and Keyvan Samini, in which the Company granted 915,033 restricted stock awards of Class B Common Stock (“Class B RSAs”) to each of Messrs. Goerner, Peterson and Samini outside of the Company’s 2023 Equity Incentive Plan, in accordance with the approval granted by the stockholders of the Company at its Special Meeting of Stockholders on May 30, 2025. The Class B RSAs will vest over five years with 10% vesting on May 30, 2026, and the remaining 90% vesting in equal quarterly installments over the remaining 48 months. The shares of Class B Common Stock are convertible into shares of Class A Common Stock at the option of the holder at any time and will be automatically converted upon (i) a transfer by the holder (other than a permitted transfer) or (ii) the first trading day after the seventh anniversary date of the Closing Date. We believe the sales and issuances of the above securities are exempt from registration under the Securities Act by virtue of Section 4(a)(2) of the Securities Act or Regulation D promulgated thereunder because the issuance of securities to the recipients did not involve a public offering.