Announcement • Aug 30

Mobix Labs, Inc. Announces Board and Board Committee Changes

Mobix Labs, Inc. reported that, upon effectiveness of the conversion of all outstanding shares of Class B Common Stock to Class A Common Stock on August 24, 2026, the term of office of each of the Company's three Class B Directors, Frederick Goerner (a Class I director), Keyvan Samini (a Class II director), and James Peterson (a Class III director), terminated automatically pursuant to the Certificate of Incorporation, and the total authorized number of directors of the Company automatically decreased by three to five. In connection with the automatic termination of Mr. Peterson's term of office, Mr. Peterson's service as Chairman of the Board also ceased. Effective immediately following the conversion, the remaining members of the Board of Directors of the Company, acting by unanimous written consent, increased the total authorized number of directors of the Company from five to eight, creating three newly created directorships, one in each of Class I, Class II, and Class III, and appointed Frederick Goerner as a Class I director, Keyvan Samini as a Class II director, and James Peterson as a Class III director. From and after their appointment, each of Messrs. Goerner, Samini, and Peterson serves as a director elected by, and subject to election by, the holders of the Company's capital stock generally entitled to vote in the election of directors, and none of them constitutes a Class B Director under the Certificate of Incorporation. In connection with the foregoing, the Board appointed Mr. Peterson as Executive Chairman of the Board, appointed each of Messrs. Peterson, Goerner, and Samini as a member of the Executive Committee of the Board, and restated the composition of the Executive Committee to consist of Messrs. Peterson, Goerner, Samini, and Philip Sansone, and appointed Mr. Goerner as a member of the Audit Committee of the Board. The Board confirmed its prior determination that Mr. Goerner is independent within the meaning of Rule 10A-3(b)(1) under the Exchange Act and the applicable listing standards of The Nasdaq Stock Market LLC.

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