[Form 4] MITEK SYSTEMS INC Insider Trading Activity

Rhea-AI Filing Summary

Edward H. West, CEO and Director of Mitek Systems, Inc. (MITK), reported transactions on 10/01/2025 showing the vesting and conversion of performance-based equity and share-withholding for taxes. 223,524 Performance Restricted Stock Units converted into common stock at an indicated price of $9.77 per share, increasing the reporting person's direct holdings to 410,951 shares. The filing also discloses the disposition (withholding) of 106,022 shares to satisfy taxes and an indirect holding of 55,000 shares held by a trust for which Mr. West is trustee. The Performance RSUs were originally granted on 10/01/2024 and vest based on relative stock performance versus the Russell 2000 over three annual performance periods.

Positive

• 223,524 Performance RSUs converted to common stock, increasing direct ownership to 410,951 shares
• Performance-based vesting ties executive pay to relative performance versus the Russell 2000, aligning incentives
• 55,000 shares held indirectly by the West Community Property Trust, indicating additional aligned economic interest

Negative

• 106,022 shares were withheld by the issuer to satisfy tax withholding obligations, reducing net delivered shares

Insights

Corporate Governance Analyst

Insider vesting and tax-withholding moved material shares into direct ownership.

The report shows 223,524 Performance RSUs converting to common stock on 10/01/2025, raising Mr. West's direct stake to 410,951 shares. The filing discloses a contemporaneous withholding of 106,022 shares to cover taxes, a routine administrative step tied to vesting.

This change increases the CEO's directly held shares while reflecting standard payroll tax mechanics; the performance-based nature of the RSUs ties part of executive compensation to relative market performance versus the Russell 2000.

Compensation Specialist

Vesting structure aligns long-term pay with multi-year relative performance.

The Performance RSUs granted on 10/01/2024 vest up to 33% each anniversary based on annual and cumulative relative returns versus the Russell 2000, measured using 20-trading-day averages. This design links executive reward to peer-indexed stock performance over three years.

The filing also notes that vested units convert one-for-one to common stock and that a portion may vest in later periods if cumulative outperformance thresholds are met.

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

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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).

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)
10/01/2025

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	10/01/2025		M		223,524(1)	A	$9.77	410,951	D
Common Stock	10/01/2025		F		106,022(2)	D	$9.77	304,929	D
Common Stock								55,000	I	By Trust(3)

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	(4)(5)(6)	10/01/2025		M			223,524	(4)	(4)	Common Stock	223,524	$0	754,415	D

Explanation of Responses:

1. Performance restricted stock units 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 46,856 restricted stock units and 223,524 performance restricted stock units (the "Performance RSUs").

3. As previously reported on February 24, 2025, these shares were purchased by the West Community Property Trust, for which the reporting person is a trustee.

4. On October 1, 2024, 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. Performance criteria is measured on both an annual and cumulative basis as described below.

5. The annual performance criteria for each annual Performance Period shall be 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 shall be determined by assuming the sale of each based on the average closing price of each from the immediately preceding 20-trading days. The % change shall be determined by comparing the increase in value to the starting investment.

6. 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	10/03/2025
	** Signature of Reporting Person	Date
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