Mitek Systems (NASDAQ: MITK) borrows $50,000,000 ahead of 2026 note maturity

Rhea-AI Filing Summary

Mitek Systems, Inc. disclosed that on January 21, 2026 it borrowed $50,000,000 under its delayed draw term loan facility established by its existing Loan and Security Agreement with Silicon Valley Bank, a division of First-Citizens Bank & Trust Company, and related subsidiaries.

The company plans to use the cash to provide additional liquidity and preserve financial flexibility ahead of the maturity of its 0.750% Convertible Senior Notes due February 1, 2026, including potential repayment of those notes at maturity and related fees and expenses. The term loan bears a variable interest rate based on either term SOFR plus a margin or WSJ prime plus a margin, with the margin adjusted according to Mitek’s net leverage ratio.

Insights

Capital structure and credit analyst

Mitek adds $50,000,000 of term debt to manage its 2026 convertible note maturity.

Mitek Systems, Inc. has drawn $50,000,000 from its delayed draw term loan to address the upcoming maturity of its 0.750% Convertible Senior Notes due February 1, 2026. This shifts part of its funding mix toward secured bank debt under the existing Credit Agreement with Silicon Valley Bank, a division of First-Citizens Bank & Trust Company.

The new borrowing is intended to provide additional liquidity and preserve financial flexibility, including a potential full repayment of the convertible notes at maturity and payment of associated fees and expenses. The term loan carries a variable rate tied to either term SOFR or WSJ prime plus a margin, with that margin adjusted by the company’s net leverage ratio, so overall interest cost will move with both benchmark rates and leverage.

This step clarifies how Mitek may handle the February 1, 2026 note maturity, reducing refinancing uncertainty but increasing exposure to floating-rate interest. Future disclosures about leverage trends and any remaining balance on the convertible notes will help show how the capital structure evolves after this transaction.

8-K Event Classification

2 items: 2.03, 9.01

2 items

Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement Financial

The company incurred a new significant debt or off-balance-sheet obligation.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, and exhibit attachments filed with this report.

Understanding 8-K Material Events →

0000807863FALSE00008078632026-01-222026-01-22

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): January 22, 2026

MITEK SYSTEMS, INC.

(Exact name of registrant as specified in its charter)

 

Delaware						001-35231			87-0418827
(State or other jurisdiction of incorporation)						(Commission File Number)			(IRS Employer Identification No.)
770 First Avenue, Suite 425
San Diego,			California						92101
(Address of principal executive offices)									(Zip Code)

Registrant’s telephone number, including area code: (619) 269-6800

Not Applicable

(Former name or former address, if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instructions A.2. below):

☐			Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐			Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐			Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐			Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class			Trading Symbol(s)			Name of each exchange on which registered
Common Stock, par value $0.001 per share			MITK			NASDAQ Capital Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

On January 21, 2026, Mitek Systems, Inc. (the “Company”) borrowed $50,000,000 under its delayed draw term loan facility established under that certain Loan and Security Agreement, dated February 13, 2024, by and among the Company, A2iA Corp., ID R&D, Inc. and Silicon Valley Bank, a division of First-Citizens Bank & Trust Company, as amended by that certain First Amendment to Loan and Security Agreement, dated May 7, 2025 (collectively, the “Credit Agreement”). The Company plans to use the proceeds to provide additional liquidity and preserve financial flexibility in anticipation of the maturity of the Company’s 0.750% Convertible Senior Notes due February 1, 2026, including the potential repayment of such notes at maturity and payment of customary fees and expenses in connection therewith. The term loan bears interest at a variable rate equal to (a) term SOFR plus a specified margin or (b) WSJ prime plus a specified margin, in each case which will be adjusted based on the Company’s net leverage ratio.

For a description of the material terms of the Credit Agreement, refer to Note 8 “Debt” to the consolidated financial statements included in Item 8 of Part II of the Company’s Annual Report on Form 10-K filed with the U.S. Securities and Exchange Commission on December 11, 2025, which is incorporated by reference.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

Exhibit Number						Description
104						Cover Page Interactive Data File (embedded within the Inline XBRL document).

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

 

						Mitek Systems, Inc.
January 22, 2026						By:			/s/ David Lyle
									David Lyle
									Chief Financial Officer

FAQ

How much did Mitek Systems (MITK) borrow under its term loan facility?

Mitek Systems, Inc. borrowed $50,000,000 on January 21, 2026 under its delayed draw term loan facility established by its existing Loan and Security Agreement.

Why did Mitek Systems (MITK) draw the $50,000,000 term loan?

The company plans to use the $50,000,000 of proceeds to provide additional liquidity and preserve financial flexibility in anticipation of the maturity of its 0.750% Convertible Senior Notes due February 1, 2026, including potential repayment of those notes and related fees and expenses.

What debt is Mitek Systems (MITK) preparing to address with this borrowing?

Mitek is preparing for the maturity of its 0.750% Convertible Senior Notes due February 1, 2026, and may use the term loan proceeds to repay those notes at maturity.

How is interest calculated on Mitek Systems new $50,000,000 term loan?

The term loan bears interest at a variable rate equal to either term SOFR plus a specified margin or WSJ prime plus a specified margin, with the margin adjusted based on Miteks net leverage ratio.

Which agreement governs Mitek Systems $50,000,000 borrowing?

The borrowing is under the delayed draw term loan facility in Miteks Loan and Security Agreement dated February 13, 2024, as amended by the First Amendment dated May 7, 2025, collectively referred to as the Credit Agreement.

Who are the key parties to Mitek Systems Credit Agreement?

Parties include Mitek Systems, Inc., A2iA Corp., ID R&D, Inc., and Silicon Valley Bank, a division of First-Citizens Bank & Trust Company.