Fair Value Measurements

12 Months Ended

Sep. 30, 2025

Fair Value Disclosures [Abstract]

Fair Value Measurements

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