Mitek Systems (MITK) GC reports 20,016 performance RSUs vested

Rhea-AI Filing Summary

Mitek Systems reported that its general counsel, secretary and administrative officer acquired and disposed of company stock in connection with the vesting of performance-based restricted stock units on 12/10/2025. The officer acquired 20,016 shares of common stock at an effective price of $9.23 per share upon conversion of performance RSUs, then had 19,852 shares withheld by the company at the same price to cover tax obligations, leaving 218,796 shares beneficially owned directly.

The performance RSUs convert into common stock on a one-for-one basis and were originally granted on December 10, 2023. For the December 10, 2025 vesting, approximately 87% of the target shares vested based on Mitek’s stock price performance compared with the Russell 2000 Index over the applicable performance period.

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^*

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)
12/10/2025

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	12/10/2025		M		20,016(1)	A	$9.23	238,648	D
Common Stock	12/10/2025		F		19,852(2)	D	$9.23	218,796	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)(5)	12/10/2025		M			20,016	(3)	(3)	Common Stock	20,016	$0	151,932	D

Explanation of Responses:

1. Performance restricted stock units ("Performance RSUs") convert into common stock on a one-for-one basis.

2. Represents the disposition of shares that were withheld by the Issuer to pay withholding taxes upon the vesting of 20,016 Performance RSUs and 17,281 restricted stock units.

3. On December 10, 2023, the reporting person was granted Performance RSUs, which vest based upon the achievement of certain performance criteria over the three year period following the date of grant (each such year, a "Performance Period"), with up to 33% of such units vesting (on each anniversary of the date of grant) with respect to each applicable Performance Period. For the December 10, 2025 vesting, approximately 87% of the target shares vested based on the achievement of the performance criteria described below.

4. The annual performance criteria for each annual 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 annual Performance Period, based on a hypothetical investment in both Mitek's common stock and the Russell 2000 Index with a purchase price equal to the average closing price of each for the 20-trading days immediately preceding the start of the applicable Performance Period. At the end of the applicable Performance Period, the value of the hypothetical investments is determined by assuming the sale of each based on the average closing price of each from the immediately preceding 20-trading days. The % change is determined by comparing the increase in value to the starting investment.

5. Additionally, a portion of the Performance RSUs may vest during a later Performance Period if the cumulative % increase in value of Mitek common stock measured over the current and all previous Performance Periods exceeds the cumulative % increase in value of the Russell 2000 Index.

Remarks:

	/s/ Jonathan O'Brien, by Power of Attorney	12/12/2025
	** Signature of Reporting Person	Date
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FAQ

What insider transaction did Mitek Systems (MITK) report on 12/10/2025?

Mitek Systems reported that its general counsel, secretary and administrative officer had 20,016 performance restricted stock units convert into common stock and then had 19,852 shares withheld to pay taxes, resulting in 218,796 shares of common stock beneficially owned directly.

How many Mitek Systems (MITK) performance RSUs vested in this transaction?

A total of 20,016 performance restricted stock units vested and converted into common stock on a one-for-one basis, as shown in both the non-derivative and derivative tables.

At what price were the Mitek Systems (MITK) shares valued for this Form 4 event?

The common stock transactions related to the RSU vesting and tax withholding were reported at a price of $9.23 per share.

Why were 19,852 Mitek Systems (MITK) shares disposed of in this filing?

The 19,852 shares reported as disposed of represent shares withheld by Mitek to pay withholding taxes upon the vesting of 20,016 performance RSUs and 17,281 restricted stock units.

How is the Mitek Systems (MITK) performance of the RSUs measured against the Russell 2000 Index?

The annual performance criteria for each performance period require the percentage increase in the value of Mitek’s common stock to meet or exceed the percentage increase in the value of the Russell 2000 Index, based on hypothetical investments using average closing prices over specified 20-trading-day windows.

What portion of the Mitek Systems (MITK) performance RSUs vested for the 2025 period?

For the December 10, 2025 vesting, approximately 87% of the target shares under the performance RSUs vested, based on achievement of the stated performance criteria versus the Russell 2000 Index.