8-K
Mitek Systems Inc (MITK)
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): February 20, 2026
MITEK SYSTEMS, INC.
(Exact name of registrant as specified in its charter)
| Delaware | 001-35231 | 87-0418827 | |
|---|---|---|---|
| (State or other jurisdiction<br>of incorporation) | (Commission File Number) | (IRS Employer<br>Identification No.) | |
| 770 First Avenue, Suite 425 | |||
| San Diego, | California | 92101 | |
| (Address of principal executive offices) | (Zip Code) |
Registrant’s telephone number, including area code: (619) 269-6800
Not Applicable
(Former name or former address, if changed since last report.)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instructions A.2. below):
| ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
|---|---|
| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered |
|---|---|---|
| Common Stock, par value $0.001 per share | MITK | The NASDAQ Capital Market |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
| Emerging growth company | ☐ |
|---|---|
| If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. | ☐ |
| --- | --- |
Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On February 20, 2026, the Board of Directors (the “Board”) of Mitek Systems, Inc. (the “Company”), based upon the recommendation of the Compensation Committee of the Board, adopted an Annual Incentive Plan (the "Bonus Plan"). Pursuant to the terms of the Bonus Plan, certain full time permanent employees of the Company, including the Company’s executive team, will be eligible to receive annual cash bonuses based upon the achievement of certain corporate and individual performance goals established by the Board. These bonuses are designed to attract, motivate, retain and reward the Company’s employees and executive team.
Each employee who is selected to participate in the Bonus Plan (a “Covered Participant”) will have a target bonus opportunity set for each applicable performance period. The bonus formulas will be adopted in each performance period by the Board and communicated to each Covered Participant following their adoption. The performance goals will be measured at the end of each performance period after the completion of our annual audit or such other appropriate time as the Board determines. If the performance goals and individual performance objectives are met, payments will be made as soon as practicable following the end of each performance period. Subject to the rights contained in any written agreement between the Covered Participant and the Company, a Covered Participant must be employed by the Company at the end of the applicable performance period to receive a bonus payment. If a Covered Participant was not employed for an entire performance period, the Board may pro rate the bonus based on the number of days the Covered Participant was an active employee during such period.
Under the Bonus Plan, the corporate performance goals are currently comprised of two financial metrics, revenue and adjusted earnings before interest, taxes, depreciation, and amortization ("Adjusted EBITDA"). For participants who are director-level and above, 50% of the target incentive is based upon achievement of the revenue component of the Bonus Plan and the remaining 50% is based upon the achievement of the Adjusted EBITDA component of the Bonus Plan, subject to additional limitations, as set forth in the Bonus Plan. For all other participants, 40% of the target incentive is based upon achievement of the revenue component of the Bonus Plan, 40% is based upon the achievement of the Adjusted EBITDA component of the Bonus Plan, and the remaining 20% of the target incentive is based upon the achievement of individual objectives, as determined at the sole discretion of the Company, subject to additional limitations, as set forth in the Bonus Plan.
The foregoing description is intended only as a summary of the material terms of the Bonus Plan and is qualified in its entirety by reference to the text of the Bonus Plan, a copy of which is attached as Exhibit 10.1 to this Form 8-K and is incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit Number | Description |
|---|---|
| 10.1 | Mitek Systems, Inc.Annual Incentive Plan |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
| Mitek Systems, Inc. | ||
|---|---|---|
| February 20, 2026 | By: | /s/ Jason Gray |
| Jason Gray | ||
| Chief Legal Officer |
Document
Exhibit 10.1
Annual Incentive Plan
The Mitek Annual Incentive Plan (the “Plan”) applies to employees of Mitek for achievement of objectives as defined in this Plan. This Plan is designed to support the growth, profitability, and success of the organization through shared objectives and alignment with the creation of shareholder value.
Definitions
The Company: Refers to Mitek Systems Inc. and its affiliates
Plan Term: The fiscal year beginning October 1st and ending September 30th of the applicable fiscal year
Plan Participant: A full-time employee of the Company designated as a participant in the Plan, who is not already participating in an alternative commission or incentive plan and who is employed by the Company through the completion of the applicable fiscal year
Revenue: Defined as the applicable revenue determined in accordance with generally accepted accounting principles, excluding acquisition-related revenue not included in the original Plan target and adjusted for acquisition-related write-downs of revenue or deferred revenue
| Adjusted EBITDA | Defined profitability measurement in accordance with generally accepted accounting principles and as determined by the Company |
|---|
Individual Objectives: Assigned goals, as applicable, for the fiscal year
Eligibility & Applicability
To be eligible for participation in the Plan, a Plan Participant must be employed by the Company through the completion of the fiscal year for which the Plan is approved and in force.
Plan Participants who are partial-year employees, either due to commencing employment following the start of the fiscal year or having taken certain types of leaves of absence during the year, but who are employed by the Company through the completion of the fiscal year, will be eligible to receive a prorated payment under the Plan. Generally, partial-year employees must be employed prior to the beginning of the 4th quarter of the fiscal year to be eligible for Plan participation.
Term
This Plan is effective for the applicable fiscal year beginning October 1st ending September 30th.
Plan Structure
Each Plan Participant is eligible to earn a target incentive up to, equal to or more than their annual incentive target percentage multiplied by their annual base salary, based upon performance against Plan objectives.
Earnings under the Plan result from successful performance against a combination of two financial targets (Revenue and Adjusted EBITDA targets) and against individual performance objectives, as applicable.
The two financial targets of the Plan are weighted individually and specific participation in the Plan in accordance with the following:
Director-level and above: Achievement under the Plan is tied to the two financial targets (Revenue and Adjusted EBITDA) upon which 100% of the target bonus is earned at Plan. The Plan is structured as follows:
•50% of the target incentive shall be based upon the achievement of the Revenue component of the Plan
◦A minimum threshold attainment of the Revenue target must be reached for any earnings under the component to be achieved.
•50% of the target incentive shall be based upon the achievement of the Adjusted EBITDA component of the Plan.
◦A minimum threshold attainment of the Adjusted EBITDA target must be reached for any earnings under the component to be achieved.
Exhibit 10.1
•Participants may achieve up to 200% of the target incentive based on overachievement of Plan Targets.
•Specific to the CEO & direct reports to the CEO: Individual achievement against the financial metrics of the Plan is subject to modification by the Board of directors at their sole discretion by up to 10% of the participant’s target incentive amount based upon individual contribution.
All Other Plan Participants: Achievement under the Plan is tied to the two financial targets (Revenue and Adjusted EBITDA) and to an Individual Achievement component upon which 100% of the target bonus is earned at Plan. The Plan is structured as follows:
•40% of the target incentive is based upon the achievement of the Revenue component of the Plan
◦A minimum threshold attainment of the Revenue target must be reached for any earnings under the component to be achieved.
•40% of the target incentive is based upon the achievement of the Adjusted EBITDA component of the Plan.
◦A minimum threshold attainment of the Adjusted EBITDA target must be reached for any earnings under the component to be achieved.
•20% of the target incentive is based upon the achievement of individual objectives as determined at the sole discretion of the Company.
◦A minimum of a defined percentage of the aggregate Revenue targets must be attained for any earnings under the component to be achieved.
•Participants may achieve up to 200% of the target incentive based on overachievement of Plan Targets.
Plan Targets
The financial metrics shall be set by the Company upon approval by its Board of Directors, in their sole discretion.
Payment Schedule
Payment of any earnings achieved under the Plan will follow the completion of the relevant fiscal year and finalization of the Company’s audited financial results, as approved by its Board of Directors.
General Provisions
A Plan Participant shall not assign or give any part of an incentive to any agent, customer or representative of the customer, or any other person, as an inducement in obtaining an order. Unless expressly approved in advance by the CEO of the Company, a Plan Participant shall not accept any compensation from third parties related to sales of third-party products or services made by the Company.
In the event a Plan Participant, compensated in accordance with this Plan, owes any sum of money to the Company, including without limitation draw payments, charge backs, and travel advances, the Company shall have the right at any time to offset such obligations against the employee’s base salary, commissions, or bonuses.
The Company reserves the right without advance notice to:
•Accept, reject, or cancel any order,
•Make any adjustments or revisions to targets, structure, incentive rates, quotas, salaries, or any other matters pertaining to this Plan; and
•Resolve, in its sole and absolute discretion, any matters of interpretation under the Plan and matters not covered by the provisions of the Plan.
•Modify or terminate this Plan at any time.
The contents of this Plan are Company-proprietary and confidential and are not to be disclosed by any Plan Participant to any person who is not an employee of the Company. Any legal action brought concerning this Plan shall be brought only in the state or federal courts of the country in which the Plan Participant is employed, and both parties submit to venue and jurisdiction in these courts. This Plan contains the entire agreement of the parties with respect to the matters addressed herein, and supersedes all other representations, statements and understandings concerning this subject matter.
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