Mitek Systems (MITK) grants RSUs and performance units to CAO

Rhea-AI Filing Summary

Mitek Systems chief accounting officer Eric Christopher Bell reported new equity awards. On February 5, 2026, he received 10,184 restricted stock units and 10,184 target performance RSUs at a price of $0 per unit under the 2020 Incentive Plan.

The time-based RSUs vest over four years, with 25% vesting on each anniversary of the grant date. The performance RSUs vest on the third anniversary based on how Mitek’s stock return compares to the Russell 2000 Index over a three-year period, with payout ranging from 0% to 200% of target.

SEC Form 4

FORM 4

UNITED 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

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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^*

BELL ERIC CHRISTOPHER

(Last) (First) (Middle)

770 FIRST AVENUE

SUITE 425

(Street)

SAN DIEGO CA 92101

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
MITEK SYSTEMS INC [ MITK ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	Chief Accounting Officer

3. Date of Earliest Transaction (Month/Day/Year)
02/05/2026

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

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)
			Code	V	Amount	(A) or (D)	Price
Common Stock	02/05/2026		A		10,184(1)	A	$0	63,699	D

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)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Performance Restricted Stock Units	(2)(3)	02/05/2026		A		10,184		(2)	(2)	Common Stock	10,184	$0	34,744	D

Explanation of Responses:

1. Represents restricted stock units granted on February 5, 2026 under the Issuer's Amended and Restated 2020 Incentive Plan (the ''2020 Plan''). Shares subject to the award vest over four years from the date of grant, with 25% of the shares subject to the award vesting on the first anniversary of the date of grant and an additional 25% of the shares vesting on each subsequent anniversary of the date of grant thereafter.

2. Represents target performance restricted stock units (''Performance RSUs'') granted on February 5, 2026 under the 2020 Plan, which vest based upon the achievement of certain performance criteria on the third anniversary of the date of grant. Performance criteria is the percentage increase in value of the Issuer's common stock compared to the percentage increase in value of the Russell 2000 Index over a three-year period (the "Performance Period"). The final potential payout will range from 50% to 200% of the number of awarded target Performance RSUs, based on an attainment between 75% to 125% compared to the Russell 2000 Index. The attainment below 75% will result in a 0% payout.

3. For the purposes of determining the percentage increase in value of the Issuer's common stock and the Russell 2000 Index, a hypothetical investment of $100 will be made in both the Issuer's common stock and the Russell 2000 Index with a purchase price equal to the average closing price of each for the 40-trading days immediately preceding the start of the Performance Period. At the end of the Performance Period, the value of the hypothetical investments shall be determined by assuming the sale of each based on the average closing price of each from the immediately preceding 40-trading days. The percentage change shall be determined by comparing the increase in value to the starting investment of $100.

Remarks:

	/s/ Eric C. Bell	02/06/2026
	** Signature of Reporting Person	Date
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).
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FAQ

What insider transaction did Mitek Systems (MITK) report for Eric Christopher Bell?

Mitek Systems reported that Chief Accounting Officer Eric Christopher Bell received equity awards on February 5, 2026. He was granted 10,184 restricted stock units and 10,184 target performance restricted stock units at a price of $0 per unit under the company’s Amended and Restated 2020 Incentive Plan.

How do Eric Christopher Bell’s time-based RSUs at Mitek Systems (MITK) vest?

Bell’s 10,184 restricted stock units vest over four years from the February 5, 2026 grant date. Twenty-five percent of the shares vest on the first anniversary, with an additional 25% vesting on each subsequent anniversary, creating an annual vesting schedule tied to continued service.

What performance conditions apply to Mitek Systems (MITK) performance RSUs granted to Eric Bell?

The 10,184 target performance RSUs vest based on Mitek’s stock performance versus the Russell 2000 Index over a three-year Performance Period. Vesting occurs on the third anniversary, with payout ranging from 0% to 200% of target depending on relative performance thresholds between 75% and 125%.

How is the Russell 2000 comparison calculated for Mitek Systems (MITK) performance RSUs?

The plan assumes hypothetical $100 investments in Mitek stock and the Russell 2000, using each one’s 40-day average closing price before the Performance Period. At the end, each investment’s value is based on the prior 40-day average, and percentage changes are compared to determine performance.

What are Eric Christopher Bell’s reported Mitek Systems (MITK) holdings after these grants?

After the February 5, 2026 grants, Bell beneficially owned 63,699 shares of Mitek common stock directly. He also held 34,744 derivative securities, including the performance restricted stock units, all reported as directly owned according to the Form 4 disclosure.

What payout range applies to Mitek Systems (MITK) performance RSUs if targets are met?

The final payout for the performance RSUs ranges from 50% to 200% of the 10,184 target units when relative performance falls between 75% and 125%. If Mitek’s stock underperforms below 75% of the Russell 2000’s increase, the performance award pays out at 0%.