Fair Value Measurements

3 Months Ended

12 Months Ended

Dec. 31, 2025

Sep. 30, 2025

Note 14 — Fair Value Measurements

The carrying amounts of the Company’s cash, accounts receivable and accounts payable approximate their fair value due to the short-term nature of these instruments. The Company believes the aggregate carrying value of debt approximates its fair value as of December 31, 2025 and September 30, 2025 because the notes payable, the 7% promissory notes - related parties and the notes payable - related parties each mature within one to two years of the respective balance sheet dates.

Fair Value Hierarchy

Liabilities measured at fair value on a recurring basis as of December 31, 2025 are as follows:

	Level 1		Level 2		Level 3		Total
Earnout liability	$	—	$	—	$	280	$	280
Liability-classified warrants		—		—		270		270

Total	$	—	$	—	$	550	$	550

The Company classifies the earnout liability and the liability-classified warrants as Level 3 financial instruments due to the judgment required to develop the assumptions used and the significance of those assumptions to the fair value measurement. No financial instruments were transferred between levels of the fair value hierarchy during the three months ended December 31, 2025 or 2024. The following table provides a reconciliation of the balance of financial instruments measured at fair value on a recurring basis using Level 3 inputs:

Three months ended December 31, 2025:	Earnout Liability			Liability Classified Warrants
Balance, September 30, 2025	$	1,240		$	6,859
Reclassification of warrant liabilities to equity		—			(6,912	)
Change in fair value included in net loss		(960	)		323

Balance, December 31, 2025	$	280		$	270

Three months ended December 31, 2024:	Earnout Liability		Liability Classified Warrants
Balance, September 30, 2024	$	1,680	$	2,139
Beginning balance	$	1,680	$	2,139
Change in fair value included in net loss		1,940		2,658

Balance, December 31, 2024	$	3,620	$	4,797
Ending balance	$	3,620	$	4,797

Liability-Classified Warrants

As of December 31, 2025, liability-classified warrants consist of the Private Warrants. The Company estimates the fair value of the Private Warrants based on quoted market prices for the Public Warrants, which have substantially the same economic characteristics. As of September 30, 2025, the Company estimated the fair value of liability-classified warrants (other than the Private Warrants)—including those amended during the three months ended December 31, 2025—using the Black-Scholes option pricing model.

MOBIX LABS, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)

(unaudited, in thousands, except share and per share amounts)

The following table summarizes the significant assumptions used in estimating the fair value of liability-classified warrants under the Black-Scholes option pricing model:

	September 30, 2025
Stock price	$	0.81
Expected volatility		79.0	%
Risk-free rate		3.7	%
Contractual term		4.3 – 4.9 years

Earnout Liability

The Company estimates the fair value of the earnout liability using a Monte Carlo simulation model that utilizes significant assumptions, including volatility, expected term and risk-free rate that determine the probability of achieving the earnout conditions. The following table summarizes the assumptions used in estimating the fair value of the earnout liability at the respective dates:

	December 31, 2025			September 30, 2025
Stock price	$	0.27		$	0.81
Expected volatility		90.0	%		80.0	%
Risk-free rate		3.8	%		3.8	%
Contractual term		6.0 years			6.2 years

Note 17 — Fair Value Measurements

The carrying amounts of the Company’s cash, accounts receivable and accounts payable approximate their fair value due to the short-term nature of these instruments. The Company believes the aggregate carrying value of debt approximates its fair value as of September 30, 2025 and 2024 due to the relatively short duration of the notes payable, the 7% promissory notes - related parties and the notes payable - related parties.

Fair Value Hierarchy

Liabilities measured at fair value on a recurring basis as of September 30, 2025 are as follows:

	Level 1		Level 2		Level 3		Total

Earnout liability	$	—	$	—	$	1,240	$	1,240
Liability-classified warrants		—		—		6,859		6,859
Total	$	—	$	—	$	8,099	$	8,099

The Company classifies the earnout liability, the PIPE make-whole liability and the liability-classified warrants and the SAFEs as Level 3 financial instruments due to the judgment required to develop the assumptions used and the significance of those assumptions to the fair value measurement. No financial instruments were transferred between levels of the fair value hierarchy during the years ended September 30, 2025 or 2024.

MOBIX LABS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

(in thousands, except share and per share amounts)

The following table provides a reconciliation of the balance of financial instruments measured at fair value on a recurring basis using Level 3 inputs:

	Earnout Liability			Liability Classified Warrants			PIPE Make-Whole Liability			SAFEs
Balance, September 30, 2023	$	—		$	—		$	—		$	1,512
Liabilities recognized in the Merger		33,559			150			2,071			—
Sale of warrants in the July 2024 Private Placement		—			6,397			—			—
Other warrants issued		—			732			—			—
Conversion to Class A Common Stock in the Merger		—			—			—			(1,522	)
Exercise of warrants		—			(3,393	)		—
Settlement of liability		—			(332	)		(1,241	)		—
Change in fair value included in net loss		(31,879	)		(1,415	)		(830	)		10
Balance, September 30, 2024	$	1,680		$	2,139		$	—		$	—
Sale of warrants in the April 2025 Offering		—			2,853			-			-
Issuance of inducement warrants		—			5,699			-			-
Modification of warrants		—			1,214			-			-
Exercise of warrants		—			(4,242	)		-			-
Change in fair value included in net loss		(440	)		(804	)		-			-
Balance, September 30, 2025	$	1,240		$	6,859			-			-

Liability-Classified Warrants

The Company estimates the fair value of liability classified warrants, other than the Private Warrants, using the Black-Scholes option pricing model, as described above under Note 2 — Summary of Significant Accounting Policies—Stock-Based Compensation. The following table summarizes the assumptions used in estimating the fair value of liability-classified warrants at the respective dates:

	September 30,
	2025			2024

Stock price	$	0.81		$	1.06
Expected volatility		79.0	%		55.7	%
Risk-free rate		3.7	%		3.5 – 3.9	%
Contractual term		4.3 – 4.9 years			1.1 – 5.1 years

The Company estimates the fair value of the Private Warrants based on quoted market prices for the Public Warrants, which have substantially the same economic characteristics.

MOBIX LABS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

(in thousands, except share and per share amounts)

Earnout Liability

The Company estimates the fair value of the earnout liability using a Monte Carlo simulation model that utilizes assumptions, including volatility, expected term and risk-free rate that determine the probability of achieving the earnout conditions. The following table summarizes the assumptions used in estimating the fair value of the earnout liability at the respective dates:

	September 30,
	2025			2024

Stock price	$	0.81		$	1.06
Expected volatility		80	%		70	%
Risk-free rate		3.8	%		3.6	%
Contractual term		6.2 years			7.2 years

- Definition

The entire disclosure for the fair value of financial instruments (as defined), including financial assets and financial liabilities (collectively, as defined), and the measurements of those instruments as well as disclosures related to the fair value of non-financial assets and liabilities. Such disclosures about the financial instruments, assets, and liabilities would include: (1) the fair value of the required items together with their carrying amounts (as appropriate); (2) for items for which it is not practicable to estimate fair value, disclosure would include: (a) information pertinent to estimating fair value (including, carrying amount, effective interest rate, and maturity, and (b) the reasons why it is not practicable to estimate fair value; (3) significant concentrations of credit risk including: (a) information about the activity, region, or economic characteristics identifying a concentration, (b) the maximum amount of loss the entity is exposed to based on the gross fair value of the related item, (c) policy for requiring collateral or other security and information as to accessing such collateral or security, and (d) the nature and brief description of such collateral or security; (4) quantitative information about market risks and how such risks are managed; (5) for items measured on both a recurring and nonrecurring basis information regarding the inputs used to develop the fair value measurement; and (6) for items presented in the financial statement for which fair value measurement is elected: (a) information necessary to understand the reasons for the election, (b) discussion of the effect of fair value changes on earnings, (c) a description of [similar groups] items for which the election is made and the relation thereof to the balance sheet, the aggregate carrying value of items included in the balance sheet that are not eligible for the election; (7) all other required (as defined) and desired information.

+ References

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+ Details

MOBIX LABS, INC S-1/A