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Mitek Systems (NASDAQ: MITK) COO sells 21,108 shares in open-market trade

Filing Impact
(Moderate)
Filing Sentiment
(Negative)
Form Type
4

Rhea-AI Filing Summary

Mitek Systems' Chief Operating Officer Garrett Gafke reported an open-market sale of 21,108 shares of Common Stock at a weighted average price of $14.19 per share. The shares were sold in multiple transactions at prices ranging from $13.94 to $14.66.

After the sale, Gafke directly held 244,279 shares of Common Stock. He also held Performance Restricted Stock Units tied to 412,403 underlying shares of Common Stock, which vest over three years based on Mitek’s stock performance versus the Russell 2000 Index.

Positive

  • None.

Negative

  • None.
Insider Gafke Garrett
Role Chief Operating Officer
Sold 21,108 shs ($300K)
Type Security Shares Price Value
Sale Common Stock 21,108 $14.19 $300K
holding Performance Restricted Stock Units -- -- --
Holdings After Transaction: Common Stock — 244,279 shares (Direct, null); Performance Restricted Stock Units — 412,403 shares (Direct, null)
Footnotes (1)
  1. The price reported is a weighted average price. These shares were sold in multiple transactions at prices ranging from $13.94 - $14.66, inclusive. The reporting person undertakes to provide to Mitek Systems, Inc., any security holder of Mitek Systems, Inc., or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in this footnote. Represented performance restricted stock previously granted, which vest based upon the achievement of certain performance criteria over three years following the grant dates. The performance criteria for each performance period is for the % increase in value of Mitek's common stock to meet or exceed the % increase in value of the Russell 2000 Index over the applicable Performance Period, based on a hypothetical investment in both Mitek's common stock and the Russell 2000 Index. At the end of the applicable Performance Period, the value of the hypothetical investments is determined by assuming the sale of each. The % change is determined by comparing the increase in value to the starting investment.
Shares sold 21,108 shares Open-market sale of Common Stock on May 15, 2026
Weighted average sale price $14.19 per share Common Stock sale, with trades between $13.94 and $14.66
Shares held after sale 244,279 shares Direct Common Stock holdings following the transaction
Underlying shares in performance RSUs 412,403 shares Performance Restricted Stock Units tied to Common Stock
Performance price range $13.94–$14.66 Range of prices for individual sale transactions
Performance Restricted Stock Units financial
"Represented performance restricted stock previously granted, which vest based upon the achievement of certain performance criteria over three years"
Performance restricted stock units (PRSUs) are promises to deliver company shares to employees or executives only if the business meets specific performance targets and any time-based holding rules. Think of them as a bonus that converts into stock only after set goals are reached, so investors watch PRSUs for two reasons: they can dilute existing shares if paid out, and they signal how closely management’s pay is tied to company performance.
weighted average price financial
"The price reported is a weighted average price. These shares were sold in multiple transactions"
Weighted average price is the average price of a security where each trade or component is counted according to its size, so bigger trades pull the average more than smaller ones. Think of it like calculating the average cost of a grocery haul where items you bought more of have greater influence on the final per-item cost. Investors use it to understand the true average price paid or received, judge execution quality, and compare trading performance against market movement.
Russell 2000 Index financial
"to meet or exceed the % increase in value of the Russell 2000 Index over the applicable Performance Period"
A stock-market benchmark that tracks about 2,000 small-cap U.S. companies, the Russell 2000 gives a snapshot of how smaller publicly traded firms are performing. Investors use it like a thermometer or yardstick for the small-company segment of the market—funds and portfolio managers compare returns to it, and its movements can signal changes in economic risk appetite or growth expectations; it is weighted so larger small companies have a bigger influence on the index.
Performance Period financial
"The performance criteria for each performance period is for the % increase in value"
The performance period is the specific time span over which an investment’s results, an employee’s targets, or a fund’s returns are measured and judged. It matters to investors because the length and start/end of that window determine which gains or losses count toward performance fees, bonus payouts, or benchmark comparisons—much like timing a race decides who wins, the chosen period can change whether results look strong or weak.
Form 4 Insider Transactions: What Each Field Means →
SEC Form 4
FORM 4UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
OMB APPROVAL
OMB Number:3235-0287
Estimated average burden
hours per response:0.5
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.
1. Name and Address of Reporting Person*
Gafke Garrett
(Last)(First)(Middle)
770 FIRST AVENUE
SUITE 425
(Street)
SAN DIEGO CALIFORNIA 92101
(City)(State)(Zip)
UNITED STATES
(Country)		2. Issuer Name and Ticker or Trading Symbol
MITEK SYSTEMS INC [ MITK ] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director10% Owner
XOfficer (give title below)Other (specify below)
Chief Operating Officer
2a. Foreign Trading Symbol
3. Date of Earliest Transaction (Month/Day/Year)
05/15/2026		6. Individual or Joint/Group Filing (Check Applicable Line)
XForm filed by One Reporting Person
Form filed by More than One Reporting Person
4. If Amendment, Date of Original Filed (Month/Day/Year)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year)2A. Deemed Execution Date, if any (Month/Day/Year)3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
CodeVAmount(A) or (D)Price
Common Stock05/15/2026S21,108D$14.19(1)244,279D
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year)3A. Deemed Execution Date, if any (Month/Day/Year)4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 6. Date Exercisable and Expiration Date (Month/Day/Year)7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
Performance Restricted Stock Units(2) (2) (2)Common Stock412,403412,403D
Explanation of Responses:
1. The price reported is a weighted average price. These shares were sold in multiple transactions at prices ranging from $13.94 - $14.66, inclusive. The reporting person undertakes to provide to Mitek Systems, Inc., any security holder of Mitek Systems, Inc., or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in this footnote.
2. Represented performance restricted stock previously granted, which vest based upon the achievement of certain performance criteria over three years following the grant dates. The performance criteria for each performance period is for the % increase in value of Mitek's common stock to meet or exceed the % increase in value of the Russell 2000 Index over the applicable Performance Period, based on a hypothetical investment in both Mitek's common stock and the Russell 2000 Index. At the end of the applicable Performance Period, the value of the hypothetical investments is determined by assuming the sale of each. The % change is determined by comparing the increase in value to the starting investment.
Remarks:
/s/ Eric Bell, by Power of Attorney05/15/2026
** Signature of Reporting PersonDate
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.
* Form 4: SEC 1474 (03-26)

Source: View Original Filing on SEC EDGAR

FAQ

What insider transaction did Mitek Systems (MITK) disclose for Garrett Gafke?

Garrett Gafke, Mitek Systems’ Chief Operating Officer, sold 21,108 shares of Common Stock in open-market transactions. The weighted average sale price was $14.19 per share, with individual trades executed between $13.94 and $14.66.

How many Mitek Systems (MITK) shares does Garrett Gafke hold after this transaction?

Following the reported sale, Garrett Gafke directly holds 244,279 shares of Mitek Systems Common Stock. This figure reflects his remaining non-derivative ownership position after disposing of 21,108 shares in open-market transactions on May 15, 2026.

At what prices did Garrett Gafke sell Mitek Systems (MITK) shares?

Gafke’s 21,108 Mitek Systems shares were sold at a weighted average price of $14.19 per share. The individual transactions occurred at prices ranging from $13.94 to $14.66, according to the disclosure’s weighted average explanation.

What Performance Restricted Stock Units does Garrett Gafke hold in Mitek Systems (MITK)?

Gafke holds Performance Restricted Stock Units linked to 412,403 underlying Mitek Systems Common shares. These units vest over three years if Mitek’s stock price percentage increase meets or exceeds the Russell 2000 Index over each applicable performance period.

How are Mitek Systems (MITK) performance stock units for Garrett Gafke earned?

Gafke’s performance restricted stock units vest based on three-year performance criteria. Mitek’s stock must at least match the Russell 2000 Index’s percentage gain, using a hypothetical investment comparison and end-of-period value to determine the percentage change.