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[Form 4] MITEK SYSTEMS INC Insider Trading Activity

Filing Impact
(Low)
Filing Sentiment
(Neutral)
Form Type
4
Rhea-AI Filing Summary

Mitek Systems Inc. (MITK) disclosed that its Chief Executive Officer and director received new equity awards. On November 19, 2025, the CEO acquired 114,679 shares of common stock as restricted stock units at a reference price of $8.72 per share. These units vest over four years, with 25% vesting on each anniversary of the grant date.

The CEO also received 344,037 target performance restricted stock units tied to Mitek’s stock performance versus the Russell 2000 Index over a three-year performance period. Depending on relative performance, the payout can range from 50% to 200% of the target amount, with no payout if performance is below 75% of the index. After these transactions, the CEO beneficially owns 419,608 common shares directly, 55,000 shares through a trust, and 1,098,452 derivative securities.

Positive
  • None.
Negative
  • None.
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*
WEST EDWARD H

(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)
X Director 10% Owner
X Officer (give title below) Other (specify below)
Chief Executive 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 114,679(1) A $8.72 419,608 D
Common Stock 55,000 I By Trust(2)
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 344,037 (3) (3) Common Stock 344,037 $8.72 1,098,452 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. Previously purchased by the West Community Property Trust dated May 18, 2023, for which the reporting person is trustee.
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 did Mitek Systems (MITK) report in this Form 4 filing?

Mitek Systems reported equity awards to its Chief Executive Officer and director, including new restricted stock units and performance-based restricted stock units granted on November 19, 2025.

How many restricted stock units did the MITK CEO receive?

The MITK CEO was granted 114,679 restricted stock units of common stock at a reference price of $8.72 per share, vesting in four equal annual installments.

What are the performance RSUs granted to the Mitek Systems CEO?

The CEO received 344,037 target performance restricted stock units that vest based on the percentage increase in Mitek’s stock compared to the Russell 2000 Index over a three-year performance period.

What is the potential payout range for the MITK performance RSUs?

The potential payout for the performance RSUs ranges from 50% to 200% of the 344,037 target units, based on attainment between 75% and 125% of the Russell 2000 Index performance; below 75% results in a 0% payout.

How is performance measured for the MITK CEO’s performance RSUs?

Performance is measured by comparing the percentage increase in value of a hypothetical $100 investment in Mitek common stock to a hypothetical $100 investment in the Russell 2000 Index, using average closing prices over specified 40-trading-day periods.

How many Mitek shares does the CEO beneficially own after these transactions?

After the reported transactions, the CEO beneficially owns 419,608 common shares directly, 55,000 shares indirectly through a trust, and 1,098,452 derivative securities linked to Mitek common stock.
Mitek Sys Inc

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397.13M
44.34M
2.77%
76.29%
4.11%
Software - Application
Computer Peripheral Equipment, Nec
Link
United States
SAN DIEGO