Mitek Systems Form 4 shows new RSU and performance grants to COO

Rhea-AI Filing Summary

Mitek Systems (MITK) reported an equity award to its Chief Operating Officer on a Form 4. On November 19, 2025, the officer acquired 57,340 shares of common stock in the form of restricted stock units at a reference price of $8.72 per share. These time-based RSUs vest over four years, with 25% vesting each year on the grant-date anniversary.

The officer also received 172,019 target performance restricted stock units. These Performance RSUs can pay out between 50% and 200% of the target amount based on how Mitek’s stock performance over a three-year period compares to the Russell 2000 Index. The performance is measured using a hypothetical $100 investment in both Mitek stock and the index, based on 40-trading-day average prices at the start and end of the performance period.

Insider Trade Summary

2 transactions reported

Mixed 2 txns

Insider Gafke Garrett

Role Chief Operating Officer

Type	Security	Shares	Price	Value
Grant/Award	Performance Restricted Stock Units	172,019	$8.72	$1.50M
Grant/Award	Common Stock	57,340	$8.72	$500K

Holdings After Transaction: Performance Restricted Stock Units — 532,595 shares (Direct); Common Stock — 177,532 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. 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^*

Gafke Garrett

(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)
	Chief Operating 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		57,340(1)	A	$8.72	177,532	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	(2)(3)	11/19/2025		A		172,019		(2)	(2)	Common Sock	172,019	$8.72	532,595	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. 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.

3. 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.
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FAQ

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

The filing reports that Mitek Systems' Chief Operating Officer received equity awards on November 19, 2025, including time-based restricted stock units and performance restricted stock units under the company’s Amended and Restated 2020 Incentive Plan.

How many restricted stock units did the Mitek (MITK) COO receive?

The COO was granted 57,340 restricted stock units of Mitek common stock 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.

What are the terms of the performance RSUs granted by Mitek Systems (MITK)?

The COO received 172,019 target performance restricted stock units. They vest based on stock performance over a three-year Performance Period, comparing the percentage increase in Mitek’s stock price to the percentage increase of the Russell 2000 Index.

How is performance measured for the Mitek (MITK) performance RSUs?

Performance is measured using a hypothetical $100 investment in Mitek stock and in the Russell 2000 Index, each priced at the average closing price over the 40 trading days before the Performance Period. The ending value is based on the 40-day average before the end of the period, and the percentage change determines payout.

What payout range applies to the Mitek Systems (MITK) performance RSUs?

The final payout can range from 50% to 200% of the 172,019 target Performance RSUs, based on attainment between 75% and 125% of Mitek’s stock performance versus the Russell 2000 Index. If attainment is below 75%, the payout is 0%.

How many securities does the Mitek (MITK) COO beneficially own after these grants?

After the reported transactions, the COO beneficially owns 177,532 shares of Mitek common stock directly and 532,595 derivative securities (including the performance RSUs), all reported as direct ownership.