SEC Form 4 · accession 0001628280-26-057959
MITEK SYSTEMS INC · MITK
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Aaron Graeme Seyler
Officer — Chief Revenue Officer
Period of report
Aug 17, 2026
Accepted (ET)
Aug 19, 2026 · 4:17 pm EDT
Rule 10b5-1 plan
box not checked
Issuer CIK
0000807863
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common StockF1 | Aug 17, 2026 | A | 67,459 | $0.00 | A | 67,459 | D |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Performance Restricted Stock UnitsF2,F3 | — | Aug 17, 2026 | A | 67,459 | A | — | — | Common Stock | 67,459 | 67,459 | D |
Explanation of responses
- F1Represents restricted stock units granted on August 17, 2026 pursuant to an inducement award agreement outside of the Issuer's Second Amended and Restated 2020 Incentive Plan (the "2020 Plan") as a material inducement to the reporting person's acceptance of employment with the Issuer in accordance with NASDAQ Listing Rule 5635(c)(4). 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.
- F2Represents target performance restricted stock units (''Performance RSUs'') granted on August 17, 2026 pursuant to an inducement award agreement outside of the 2020 Plan as a material inducement to the reporting person's acceptance of employment with the Issuer in accordance with NASDAQ Listing Rule 5635(c)(4). The Performance RSUs vest based upon the achievement of certain performance criteria upon completion of a three-year performance period (the "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.
- F3For 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.