Form 4: Mitek Officer's RSU Vesting & Tax Sale

Mitek Systems' General Counsel, Jason Gray, reported the vesting of performance restricted stock units and a subsequent sale of shares to cover tax obligations.

Summary

• Jason Gray, Mitek Systems' General Counsel, Secretary & Admin Officer, reported transactions on December 10, 2025.
• Gray acquired 20,016 shares of Common Stock at a price of $9.23 per share, resulting from the conversion of Performance Restricted Stock Units (RSUs).
• Following this acquisition, Gray beneficially owned 238,648 shares of Common Stock.
• Concurrently, Gray disposed of 19,852 shares of Common Stock at $9.23 per share to satisfy tax withholding obligations.
• This disposition covered taxes for the vesting of 20,016 Performance RSUs and an additional 17,281 restricted stock units.
• After these transactions, Gray's direct beneficial ownership of Common Stock stands at 218,796 shares.
• The Performance RSUs, granted on December 10, 2023, vest based on Mitek's common stock performance relative to the Russell 2000 Index over a three-year period.
• For the December 10, 2025 vesting, approximately 87% of the target shares vested, indicating the achievement of performance criteria.

Sentiment

Score: 7

Explanation: The vesting of performance restricted stock units indicates that Mitek Systems met its performance criteria relative to the Russell 2000 Index, which is a positive indicator of management's performance and company value creation. The subsequent sale of shares for tax purposes is a standard, neutral event.

Positives

• The vesting of 20,016 Performance Restricted Stock Units indicates that Mitek Systems met specific performance criteria, specifically its common stock's percentage increase in value relative to the Russell 2000 Index.
• Approximately 87% of the target shares vested for the December 10, 2025 period, demonstrating strong performance against the set metrics.

Negatives

• The disposition of 19,852 shares, while for tax purposes, represents a reduction in the officer's direct beneficial ownership of the company's common stock.

Future Outlook

The remaining Performance Restricted Stock Units may vest in future periods if Mitek's common stock continues to meet or exceed the performance criteria relative to the Russell 2000 Index, including potential vesting based on cumulative performance over multiple periods.

Management Comments

• The vesting of approximately 87% of target shares for the December 10, 2025 period reflects the achievement of performance criteria related to Mitek's common stock value increase compared to the Russell 2000 Index.

Industry Context

The performance criteria for the vesting of Performance RSUs are directly tied to Mitek's common stock performance against the Russell 2000 Index, a broad market index for small-cap and mid-cap companies. This indicates a strategic alignment of executive compensation with relative market performance.

Comparison to Industry Standards

• Mitek's common stock performance met or exceeded the percentage increase in value of the Russell 2000 Index for the applicable annual Performance Period, leading to approximately 87% of target shares vesting. This suggests Mitek's stock outperformed or kept pace with a key small-cap benchmark during that period.

Stakeholder Impact

• Shareholders: The vesting of performance-based compensation suggests management is meeting performance targets, which could be viewed positively. The slight reduction in direct insider ownership due to tax sales is a routine event.

Next Steps

• Future vesting of the remaining 151,932 Performance Restricted Stock Units will occur on subsequent anniversaries of the grant date (December 10, 2023), contingent on the achievement of performance criteria over the three-year period.

Key Dates

Keywords

Mitek Systems, MITK, Form 4, Insider Transaction, Restricted Stock Units, RSU Vesting, Stock Sale, Tax Withholding, Corporate Officer, Jason Gray