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Mitek Systems CEO acquires 275K shares through vesting

The vesting reflected annual performance criteria and catch-up criteria measured from the grant date through October 1, 2026.

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Form Type
4

Rhea-AI Filing Summary

Mitek Systems Inc. Chief Executive Officer Edward H. West had 275,032 Performance Restricted Stock Units vest and convert one-for-one into common stock on October 1, 2026. The issuer withheld 126,247 shares at $17.95 per share for withholding taxes; his reported post-transaction Performance RSU position was 707,503 units. The vesting reflected 133% of target shares for the annual period and an additional 13.7% of target shares under the catch-up criteria. The report also lists 55,000 common shares held indirectly by the West Community Property Trust, for which West is trustee.

Insider WEST EDWARD H
Role Chief Executive Officer
Type Security Shares Price Value
Exercise Performance Restricted Stock Units F5, F6, F7 275,032 $0.00 $0.00
Exercise Common Stock F1 275,032 $0.00 $0.00
Tax Withholding Common Stock F2, F3 126,247 $17.95 $2.27M
holding Common Stock F4 -- -- --
Holdings After Transaction: Performance Restricted Stock Units — 707,503 contracts (Direct); Common Stock — 638,889 shares (Direct); Common Stock — 55,000 shares (Indirect, By Trust)
Footnotes (7)
  1. F1. Performance restricted stock units ("Performance RSUs") convert into common stock on a one-for-one basis.
  2. F2. Represents the shares that were withheld by the Issuer to cover withholding taxes upon the vesting of 275,032 Performance RSUs and 46,857 restricted stock units.
  3. F3. Includes 208,393 previously granted time-based RSUs which have not yet vested.
  4. F4. Previously purchased by the West Community Property Trust dated May 18, 2023, for which the reporting person is trustee.
  5. F5. 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. 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 (the "Catch-up Performance Criteria").
  6. F6. 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.
  7. F7. For the October 1, 2026 vesting, 133% of the target shares vested based on the achievement of the performance criteria described above for the annual Performance Period ending on that date. An additional 13.7% of the target shares that did not vest with the annual Performance Period ending on October 1, 2025 vested on October 1, 2026, based on the achievement of the Catch-up Performance Criteria from grant date through October 1, 2026.
Performance RSUs converted 275,032 shares Vested and converted on October 1, 2026
Shares withheld 126,247 shares Withholding taxes upon vesting
Price per share $17.95 per share Shares withheld for withholding taxes
Performance RSU position 707,503 units Reported after the October 1, 2026 transaction
Trust-held common shares 55,000 shares Held indirectly by the West Community Property Trust
Annual performance vesting 133% of target shares Annual Performance Period ending October 1, 2026
Catch-up vesting 13.7% of target shares Catch-up Performance Criteria through October 1, 2026
Performance Restricted Stock Units financial
"Performance restricted stock units ("Performance RSUs") convert into common stock"
Performance restricted stock units (PRSUs) are promises to deliver company shares to employees or executives only if the business meets specific performance targets and any time-based holding rules. Think of them as a bonus that converts into stock only after set goals are reached, so investors watch PRSUs for two reasons: they can dilute existing shares if paid out, and they signal how closely management’s pay is tied to company performance.
Catch-up Performance Criteria financial
"based on the achievement of the Catch-up Performance Criteria"
Performance Period financial
"over the three year period following the date of grant (each such year, a "Performance Period")"
The performance period is the specific time span over which an investment’s results, an employee’s targets, or a fund’s returns are measured and judged. It matters to investors because the length and start/end of that window determine which gains or losses count toward performance fees, bonus payouts, or benchmark comparisons—much like timing a race decides who wins, the chosen period can change whether results look strong or weak.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

How many MITK performance RSUs vested for Edward H. West?

On October 1, 2026, 275,032 Performance RSUs converted one-for-one into common stock. West's reported post-transaction Performance RSU position was 707,503 units.

How many shares were withheld for MITK CEO Edward H. West's taxes?

The issuer withheld 126,247 shares at $17.95 per share to cover withholding taxes upon vesting of 275,032 Performance RSUs and 46,857 restricted stock units.

What performance criteria applied to Edward H. West's MITK vesting?

For the annual Performance Period ending October 1, 2026, 133% of target shares vested based on the performance criteria. An additional 13.7% of target shares that did not vest for the period ending October 1, 2025 vested under the Catch-up Performance Criteria, measured from the grant date through October 1, 2026.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Learn about SEC filing dates
SEC Form 4
FORM 4UNITED 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 CALIFORNIA 92101

(City)(State)(Zip)

UNITED STATES

(Country)
2. Issuer Name and Ticker or Trading Symbol
MITEK SYSTEMS INC [ MITK ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
XDirector10% Owner
XOfficer (give title below)Other (specify below)
Chief Executive Officer
2a. Foreign Trading Symbol
3. Date of Earliest Transaction (Month/Day/Year)
10/01/2026
6. Individual or Joint/Group Filing (Check Applicable Line)
XForm filed by One Reporting Person
Form filed by More than One Reporting Person
4. If Amendment, Date of Original Filed (Month/Day/Year)

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)
CodeVAmount(A) or (D)Price
Common Stock10/01/2026M275,032(1)A$0765,136D
Common Stock10/01/2026F126,247(2)D$17.95638,889(3)D
Common Stock55,000IBy Trust(4)
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)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
Performance Restricted Stock Units(5)(6)(7)10/01/2026M275,032 (5) (5)Common Stock275,032$0707,503D
Explanation of Responses:
1. Performance restricted stock units ("Performance RSUs") convert into common stock on a one-for-one basis.
2. Represents the shares that were withheld by the Issuer to cover withholding taxes upon the vesting of 275,032 Performance RSUs and 46,857 restricted stock units.
3. Includes 208,393 previously granted time-based RSUs which have not yet vested.
4. Previously purchased by the West Community Property Trust dated May 18, 2023, for which the reporting person is trustee.
5. 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. 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 (the "Catch-up Performance Criteria").
6. 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.
7. For the October 1, 2026 vesting, 133% of the target shares vested based on the achievement of the performance criteria described above for the annual Performance Period ending on that date. An additional 13.7% of the target shares that did not vest with the annual Performance Period ending on October 1, 2025 vested on October 1, 2026, based on the achievement of the Catch-up Performance Criteria from grant date through October 1, 2026.
Remarks:
/s/ Jason Gray, by Power of Attorney10/05/2026
** Signature of Reporting PersonDate
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.
* Form 4: SEC 1474 (03-26)

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