MITK insider awarded time-based and performance RSU grants

Rhea-AI Filing Summary

Mitek Systems (MITK) reported an equity award for its General Counsel, Secretary & Administrative Officer. On November 19, 2025, the officer received 48,739 restricted stock units of common stock at a reference price of $8.72, vesting over four years with 25% vesting each year on the grant-date anniversary. Following this grant, the officer beneficially owned 217,865 shares of common stock directly.

The filing also shows a grant of 48,739 target performance restricted stock units. These vest on the third anniversary of the grant date based on how Mitek’s stock performance compares to the Russell 2000 Index over the performance period. The final payout can range from 0% to 200% of the target units, depending on relative performance.

Insider Trade Summary

2 transactions reported

Mixed 2 txns

Insider Gray Jason

Role GC, Secretary & Admin Officer

Type	Security	Shares	Price	Value
Grant/Award	Performance Restricted Stock Units	48,739	$8.72	$425K
Grant/Award	Common Stock	48,739	$8.72	$425K

Holdings After Transaction: Performance Restricted Stock Units — 187,584 shares (Direct); Common Stock — 217,865 shares (Direct)

Footnotes (1)

1. Represents restricted stock units granted on November 19, 2025 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. Includes 2,000 and 784 shares acquired under the Mitek employee stock purchase plan on February 14, 2025 and August 15, 2025, respectively, in transactions that were exempt under both Rule 16b-3(d) and Rule 16b-3(c). Represents target performance restricted stock units (''Performance RSUs'') granted on November 19, 2025 under the 2020 Plan, which vest based upon the achievement of certain performance criteria on the third anniversary of the date of grant (''Performance Period''). 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 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. 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.

Form 4 Insider Transactions: What Each Field Means →

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

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^*

Gray Jason

(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)
	GC, Secretary & Admin Officer

3. Date of Earliest Transaction (Month/Day/Year)
11/19/2025

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	11/19/2025		A		48,739(1)	A	$8.72	217,865(2)	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	(3)(4)	11/19/2025		A		48,739		(3)	(3)	Common Stock	48,739	$8.72	187,584	D

Explanation of Responses:

1. Represents restricted stock units granted on November 19, 2025 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. Includes 2,000 and 784 shares acquired under the Mitek employee stock purchase plan on February 14, 2025 and August 15, 2025, respectively, in transactions that were exempt under both Rule 16b-3(d) and Rule 16b-3(c).

3. Represents target performance restricted stock units (''Performance RSUs'') granted on November 19, 2025 under the 2020 Plan, which vest based upon the achievement of certain performance criteria on the third anniversary of the date of grant (''Performance Period''). 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 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.

4. 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/ Jonathan O'Brien, by Power of Attorney	11/21/2025
	** 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).
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.

FAQ

What insider transaction did Mitek Systems (MITK) report on this Form 4?

The Form 4 reports that Mitek Systems’ General Counsel, Secretary & Administrative Officer received 48,739 restricted stock units of common stock on November 19, 2025 at a reference price of $8.72, plus a separate grant of 48,739 target performance restricted stock units.

How do the new restricted stock units for MITK's officer vest?

The 48,739 restricted stock units vest over four years from the grant date, with 25% of the shares vesting on the first anniversary of the grant and an additional 25% vesting on each of the next three anniversaries.

How are the performance restricted stock units for MITK structured?

The 48,739 target performance RSUs vest based on performance on the third anniversary of the grant date. The payout depends on the percentage increase in Mitek’s stock value compared to the Russell 2000 Index over the performance period, ranging from 50% to 200% of target if attainment is between 75% and 125%, and 0% if below 75%.

What performance metric determines the payout of MITK’s performance RSUs?

The metric is the percentage increase in value of Mitek’s common stock compared to the percentage increase in value of the Russell 2000 Index over the performance period, using hypothetical $100 investments and 40-trading-day average prices at the start and end.

How many MITK common shares does the reporting officer own after these transactions?

After the reported grant, the officer beneficially owned 217,865 shares of Mitek common stock directly, and 187,584 derivative securities, including the performance RSUs.

What prior share purchases are included in the MITK officer’s holdings?

The reported 217,865 shares include 2,000 shares and 784 shares acquired under Mitek’s employee stock purchase plan on February 14, 2025 and August 15, 2025, in transactions exempt under Rule 16b-3(d) and Rule 16b-3(c).