Mitek Systems Inc 10-Q for FY2026 Q2
Mitek Systems Inc (MITK)
10-Q
2026-05-07
For: 2026-03-31
View Original
Added on
May 07, 2026
About this 10-Q
Mitek Systems Inc filed this 10-Q on May 7, 2026, covering the quarter ended March 31, 2026 (FY2026 Q2).
Headline figures
Quarter ended March 31, 2026, as reported in this filing, compared with the same period a year earlier where the filing states it.
- Revenue
- $54.84M
- up 5.6% from $51.93M a year earlier
- Net income
- $9.54M
- up 4.2% from net income of $9.15M a year earlier
- Diluted EPS
- $0.20
- unchanged from $0.20 a year earlier
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 10-Q
| QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 | |||||
For the quarterly period ended March 31, 2026
| TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 | |||||
For the transition period from to .
Commission File Number 001-35231
(Exact name of registrant as specified in its charter)
(State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification No.) | |||||||
| (Address of principal executive offices) | (Zip Code) | |||||||
(619 ) 269-6800
(Registrant’s telephone number, including area code)
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||||||
The | ||||||||
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
| Large accelerated filer | ☐ | ☒ | ||||||||||||
| Non-accelerated filer | ☐ | Smaller reporting company | ||||||||||||
| 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. ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒
There were 45,158,851 shares of the registrant’s common stock outstanding as of May 1, 2026.
MITEK SYSTEMS, INC.
FORM 10-Q
For The Quarterly Period Ended March 31, 2026
INDEX
Page No. | ||||||||
PART I
FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS.
MITEK SYSTEMS, INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
(amounts in thousands except share data)
| March 31, 2026 (Unaudited) | September 30, 2025 | ||||||||||
| ASSETS | |||||||||||
| Current assets: | |||||||||||
| Cash and cash equivalents | $ | $ | |||||||||
| Short-term investments | |||||||||||
| Accounts receivable, net | |||||||||||
| Contract assets, current portion | |||||||||||
| Prepaid expenses | |||||||||||
| Other current assets | |||||||||||
| Total current assets | |||||||||||
| Long-term investments | |||||||||||
| Property and equipment, net | |||||||||||
| Right-of-use assets | |||||||||||
| Intangible assets, net | |||||||||||
| Goodwill | |||||||||||
| Deferred income tax assets | |||||||||||
| Contract assets, non-current portion | |||||||||||
| Other non-current assets | |||||||||||
| Total assets | $ | $ | |||||||||
| LIABILITIES AND STOCKHOLDERS’ EQUITY | |||||||||||
| Current liabilities: | |||||||||||
| Accounts payable | $ | $ | |||||||||
| Accrued payroll and related taxes | |||||||||||
| Accrued liabilities | |||||||||||
Income tax payables(1) | |||||||||||
| Deferred revenue, current portion | |||||||||||
| Lease liabilities, current portion | |||||||||||
| Convertible senior notes | |||||||||||
| Current portion of term loan | |||||||||||
Other current liabilities(1) | |||||||||||
| Total current liabilities | |||||||||||
| Deferred revenue, non-current portion | |||||||||||
| Long-term portion of term loan | |||||||||||
| Lease liabilities, non-current portion | |||||||||||
| Deferred income tax liabilities | |||||||||||
| Other non-current liabilities | |||||||||||
| Total liabilities | |||||||||||
| Stockholders’ equity: | |||||||||||
Preferred stock, $ | |||||||||||
Common stock, $ | |||||||||||
| Additional paid-in capital | |||||||||||
| Accumulated other comprehensive income (loss) | ( | ||||||||||
| Accumulated deficit | ( | ( | |||||||||
| Total stockholders’ equity | |||||||||||
| Total liabilities and stockholders’ equity | $ | $ | |||||||||
(1) September 30, 2025 condensed consolidated balance sheet reflects reclassifications to conform to the current year presentation.
See accompanying notes to condensed consolidated financial statements.
1
MITEK SYSTEMS, INC.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND
COMPREHENSIVE INCOME (LOSS)
(Unaudited)
(amounts in thousands except per share data)
| Three Months Ended March 31, | Six Months Ended March 31, | ||||||||||||||||||||||
| 2026 | 2025 | 2026 | 2025 | ||||||||||||||||||||
| Revenue | |||||||||||||||||||||||
| Software license | $ | $ | $ | $ | |||||||||||||||||||
| SaaS, maintenance, and other | |||||||||||||||||||||||
| Total revenue | |||||||||||||||||||||||
| Operating costs and expenses | |||||||||||||||||||||||
| Cost of revenue—software license (exclusive of depreciation & amortization) | |||||||||||||||||||||||
| Cost of revenue—SaaS, maintenance, and other (exclusive of depreciation & amortization) | |||||||||||||||||||||||
| Selling and marketing | |||||||||||||||||||||||
| Research and development | |||||||||||||||||||||||
| General and administrative | |||||||||||||||||||||||
| Amortization of acquired intangibles and acquisition-related costs | |||||||||||||||||||||||
| Restructuring costs | |||||||||||||||||||||||
| Total operating costs and expenses | |||||||||||||||||||||||
| Operating income (loss) | |||||||||||||||||||||||
| Interest expense | |||||||||||||||||||||||
| Other income (expense), net | |||||||||||||||||||||||
| Income (loss) before income taxes | |||||||||||||||||||||||
| Income tax benefit (provision) | ( | ( | ( | ( | |||||||||||||||||||
| Net income (loss) | $ | $ | $ | $ | |||||||||||||||||||
| Net income (loss) per share—basic | $ | $ | $ | $ | |||||||||||||||||||
| Net income (loss) per share—diluted | $ | $ | $ | $ | |||||||||||||||||||
Shares used in calculating net income (loss) per share—basic | |||||||||||||||||||||||
Shares used in calculating net income (loss) per share—diluted | |||||||||||||||||||||||
| Comprehensive income (loss) | |||||||||||||||||||||||
| Net income (loss) | $ | $ | $ | $ | |||||||||||||||||||
Other comprehensive income (loss), net of tax | |||||||||||||||||||||||
| Foreign currency translation adjustment | ( | ( | ( | ||||||||||||||||||||
Unrealized gain (loss) on investments, net of tax benefit/(expense) of $ | ( | ( | ( | ||||||||||||||||||||
Other comprehensive income (loss), net of tax | ( | ( | ( | ||||||||||||||||||||
| Comprehensive income (loss) | $ | $ | $ | $ | ( | ||||||||||||||||||
See accompanying notes to condensed consolidated financial statements.
2
MITEK SYSTEMS, INC.
CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY
(Unaudited)
(amounts in thousands)
| Three Months Ended March 31, 2026 | |||||||||||||||||||||||||||||||||||||||||||||||
| Common Stock | Additional Paid-In Capital | Accumulated Other Comprehensive Income (Loss) | Accumulated Deficit | Total Stockholders’ Equity | |||||||||||||||||||||||||||||||||||||||||||
| Shares | Amount | ||||||||||||||||||||||||||||||||||||||||||||||
| Balance, December 31, 2025 | $ | $ | $ | $ | ( | $ | |||||||||||||||||||||||||||||||||||||||||
| Exercise of stock options | — | — | — | ||||||||||||||||||||||||||||||||||||||||||||
| Settlement of restricted stock units | — | — | |||||||||||||||||||||||||||||||||||||||||||||
| Issuance of common stock under employee stock purchase plan | — | — | — | ||||||||||||||||||||||||||||||||||||||||||||
| Payment of tax withholding obligations related to net share settlements of equity awards | — | ( | — | — | ( | ||||||||||||||||||||||||||||||||||||||||||
| Stock-based compensation expense | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||||
| Repurchases and retirement of common stock | ( | — | — | ( | ( | ||||||||||||||||||||||||||||||||||||||||||
| Components of comprehensive income (loss), net of tax: | |||||||||||||||||||||||||||||||||||||||||||||||
| Net income (loss) | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||||
| Currency translation adjustment | — | — | — | ( | — | ( | |||||||||||||||||||||||||||||||||||||||||
| Change in unrealized gain (loss) on investments | — | — | — | ( | — | ( | |||||||||||||||||||||||||||||||||||||||||
| Balance, March 31, 2026 | $ | $ | $ | ( | $ | ( | $ | ||||||||||||||||||||||||||||||||||||||||
| Three Months Ended March 31, 2025 | |||||||||||||||||||||||||||||||||||
| Common Stock | Additional Paid-In Capital | Accumulated Other Comprehensive Income (Loss) | Accumulated Deficit | Total Stockholders’ Equity | |||||||||||||||||||||||||||||||
| Shares | Amount | ||||||||||||||||||||||||||||||||||
| Balance, December 31, 2024 | $ | $ | $ | ( | $ | ( | $ | ||||||||||||||||||||||||||||
| Exercise of stock options | — | — | — | ||||||||||||||||||||||||||||||||
| Settlement of restricted stock units | ( | — | — | ||||||||||||||||||||||||||||||||
| Issuance of common stock under employee stock purchase plan | — | — | — | ||||||||||||||||||||||||||||||||
| Stock-based compensation expense | — | — | — | — | |||||||||||||||||||||||||||||||
| Repurchases and retirement of common stock | — | — | |||||||||||||||||||||||||||||||||
| Components of comprehensive income (loss), net of tax: | |||||||||||||||||||||||||||||||||||
| Net income (loss) | — | — | — | — | |||||||||||||||||||||||||||||||
| Currency translation adjustment | — | — | — | — | |||||||||||||||||||||||||||||||
| Change in unrealized gain (loss) on investments | — | — | — | — | |||||||||||||||||||||||||||||||
| Balance, March 31, 2025 | $ | $ | $ | ( | $ | ( | $ | ||||||||||||||||||||||||||||
See accompanying notes to condensed consolidated financial statements.
3
MITEK SYSTEMS, INC.
CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY
(Unaudited)
(amounts in thousands)
| Six Months Ended March 31, 2026 | ||||||||||||||||||||||||||||||||||||||
| Common Stock | Additional Paid-In Capital | Accumulated Other Comprehensive Income (Loss) | Accumulated Deficit | Total Stockholders’ Equity | ||||||||||||||||||||||||||||||||||
| Shares | Amount | |||||||||||||||||||||||||||||||||||||
| Balance, September 30, 2025 | $ | $ | $ | $ | ( | $ | ||||||||||||||||||||||||||||||||
| Exercise of stock options | — | — | — | |||||||||||||||||||||||||||||||||||
| Settlement of restricted stock units | — | — | ||||||||||||||||||||||||||||||||||||
| Issuance of common stock under employee stock purchase plan | — | — | — | |||||||||||||||||||||||||||||||||||
| Payment of tax withholding obligations related to net share settlements of equity awards | — | ( | — | — | ( | |||||||||||||||||||||||||||||||||
| Stock-based compensation expense | — | — | — | — | ||||||||||||||||||||||||||||||||||
| Repurchases and retirement of common stock | ( | ( | — | — | ( | ( | ||||||||||||||||||||||||||||||||
| Components of comprehensive income (loss), net of tax: | ||||||||||||||||||||||||||||||||||||||
| Net income (loss) | — | — | — | — | ||||||||||||||||||||||||||||||||||
| Currency translation adjustment | — | — | — | ( | — | ( | ||||||||||||||||||||||||||||||||
| Change in unrealized gain (loss) on investments | — | — | — | ( | — | ( | ||||||||||||||||||||||||||||||||
| Balance, March 31, 2026 | $ | $ | $ | ( | $ | ( | $ | |||||||||||||||||||||||||||||||
| Six Months Ended March 31, 2025 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Common Stock | Additional Paid-In Capital | Accumulated Other Comprehensive Income (Loss) | Accumulated Deficit | Total Stockholders’ Equity | |||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Shares | Amount | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Balance, September 30, 2024 | $ | $ | $ | ( | $ | ( | $ | ||||||||||||||||||||||||||||||||||||||||||||||||||||
| Exercise of stock options | — | — | — | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Settlement of restricted stock units | ( | — | — | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Issuance of common stock under employee stock purchase plan | — | — | — | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Stock-based compensation expense | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Repurchases and retirement of common stock | ( | ( | — | — | ( | ( | |||||||||||||||||||||||||||||||||||||||||||||||||||||
| Components of comprehensive income (loss), net of tax: | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Net income (loss) | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Currency translation adjustment | — | — | — | ( | — | ( | |||||||||||||||||||||||||||||||||||||||||||||||||||||
| Change in unrealized gain (loss) on investments | — | — | — | ( | — | ( | |||||||||||||||||||||||||||||||||||||||||||||||||||||
| Balance, March 31, 2025 | $ | $ | $ | ( | $ | ( | $ | ||||||||||||||||||||||||||||||||||||||||||||||||||||
See accompanying notes to condensed consolidated financial statements.
4
MITEK SYSTEMS, INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
(amounts in thousands)
| Six Months Ended March 31, | |||||||||||||||||
| 2026 | 2025 | ||||||||||||||||
| Operating activities: | |||||||||||||||||
| Net income (loss) | $ | $ | |||||||||||||||
| Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities: | |||||||||||||||||
| Stock-based compensation expense | |||||||||||||||||
| Amortization of acquired intangible assets | |||||||||||||||||
| Amortization of costs capitalized to obtain revenue contracts | |||||||||||||||||
| Depreciation and amortization expense | |||||||||||||||||
| Bad debt expense | |||||||||||||||||
| Amortization of investment premiums & other | ( | ( | |||||||||||||||
| Accretion and amortization on convertible senior notes | |||||||||||||||||
| Deferred taxes | ( | ||||||||||||||||
| Changes in assets and liabilities, net of acquisitions: | |||||||||||||||||
| Accounts receivable | ( | ( | |||||||||||||||
| Contract assets | |||||||||||||||||
| Other assets | ( | ||||||||||||||||
| Accounts payable | ( | ||||||||||||||||
| Accrued payroll and related taxes | ( | ||||||||||||||||
| Income taxes payable | |||||||||||||||||
| Deferred revenue | |||||||||||||||||
| Other liabilities | ( | ||||||||||||||||
| Net cash provided by (used in) operating activities | |||||||||||||||||
| Investing activities: | |||||||||||||||||
| Purchases of investments | ( | ( | |||||||||||||||
| Maturities of investments | |||||||||||||||||
| Sales of investments | |||||||||||||||||
| Purchases of property and equipment, net | ( | ( | |||||||||||||||
| Net cash provided by (used in) investing activities | |||||||||||||||||
| Financing activities: | |||||||||||||||||
| Proceeds from term loan | |||||||||||||||||
| Repayments of senior convertible notes | ( | ||||||||||||||||
| Proceeds from the issuance of equity plan common stock | |||||||||||||||||
| Repurchases and retirements of common stock | ( | ( | |||||||||||||||
Payment of tax withholding obligations related to net share settlements of equity awards | ( | ||||||||||||||||
| Proceeds from other borrowings | |||||||||||||||||
| Principal payments on other borrowings | ( | ||||||||||||||||
| Net cash provided by (used in) financing activities | ( | ( | |||||||||||||||
| Foreign currency effect on cash and cash equivalents | ( | ( | |||||||||||||||
| Net increase (decrease) in cash and cash equivalents | ( | ||||||||||||||||
| Cash and cash equivalents at beginning of period | |||||||||||||||||
| Cash and cash equivalents at end of period | $ | $ | |||||||||||||||
| Supplemental disclosures of cash flow information: | |||||||||||||||||
| Cash paid for interest | $ | $ | |||||||||||||||
| Cash paid for income taxes | $ | $ | |||||||||||||||
| Supplemental disclosures of non-cash investing and financing activities: | |||||||||||||||||
| Unrealized holding gain (loss) on available-for-sale investments | $ | ( | $ | ( | |||||||||||||
See accompanying notes to condensed consolidated financial statements... ..
5
MITEK SYSTEMS, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
1. NATURE OF OPERATIONS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Nature of Operations
Mitek Systems, Inc. (“Mitek,” the “Company,” “we,” “us,” and “our”) is a global provider of digital identity verification and fraud prevention solutions. Mitek helps businesses verify identities, prevent fraud before it happens, and deliver secure, seamless digital experiences in the face of rapidly advancing AI-generated threats. From account opening to authentication and deposit, Mitek’s technology safeguards critical digital interactions. More than 7,000 organizations rely on Mitek to protect their most important customer connections and stay ahead of emerging risks.
Summary of Significant Accounting Policies
Basis of Presentation
The accompanying condensed consolidated balance sheet as of March 31, 2026, the condensed consolidated statements of operations and comprehensive income (loss), and stockholders’ equity for the three and six months ended March 31, 2026 and 2025, and the condensed consolidated statements of cash flows for the six months ended March 31, 2026 and 2025 are unaudited.
These financial statements have been prepared in accordance with the instructions to Form 10-Q and Article 10 of Regulation S-X and, accordingly, they do not include all information and footnote disclosures required by accounting principles generally accepted in the U.S. (“GAAP”) for complete financial statements. The Company believes the footnotes and other disclosures made in the financial statements are adequate for a fair presentation of the results of the interim periods presented. The financial statements include all adjustments (solely of a normal recurring nature) which are, in the opinion of management, necessary to make the information presented not misleading.
These unaudited interim condensed consolidated financial statements and the accompanying notes should be read in conjunction with the consolidated financial statements and notes thereto included in the Company’s Annual Report on Form 10-K for the fiscal year ended September 30, 2025, filed with the U.S. Securities and Exchange Commission (the “SEC”) on December 11, 2025 (the “2025 Annual Report”).
Results for the three and six months ended March 31, 2026, are not necessarily indicative of results for any other interim period or for a full fiscal year.
Principles of Consolidation
Reclassifications
A reclassification has been made to the prior periods’ consolidated financial statements in order to conform to the current period presentation. Income tax payables were presented in the other current liabilities line in the consolidated balance sheet as of September 30, 2025; however, they have been presented separately in the consolidated balance sheet as of March 31, 2026.
Use of Estimates
The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of certain assets, liabilities, revenue, expenses, deferred taxes, and related disclosures. On an ongoing basis, management reviews its estimates based upon currently available information. Actual results could differ materially from those estimates. These estimates include, but are not limited to, assessing the collectability of accounts receivable, estimation of the value of stock-based compensation awards, assessing for impairment of goodwill, useful lives of intangible assets, standalone selling price related to revenue recognition, estimated variable consideration in contracts, and income taxes.
Segment Reporting
Operating segments are defined as components of an enterprise for which separate financial information is evaluated regularly by the chief operating decision maker (“CODM”), in deciding how to allocate resources and assess performance. The Company’s CODM is comprised of its Chief Executive Officer, Chief Financial Officer and Chief Operating Officer.
The Company provides software and service offerings focused on fraud prevention and check verification. The Company has grown its product and service offerings through both organic development and through acquisitions, which have allowed the Company to expand its offerings, presence and reach in the fraud prevention and check verification markets. While the Company has a number
6
of product and service offerings, and operates in multiple countries, the Company has determined it has one operating segment. This determination is based on how the CODM evaluates the Company’s financial information, allocates resources, and assesses the performance of these resources, on a consolidated basis. While there are different product and service offerings, the Company manages the development, sale, deployment, and support of its offerings in a similar manner.
The Company’s significant segment expenses are the expenses included in operating income and other segment items, which includes other income (expense), net, and the benefit (provision) for income taxes, are included in the Company’s condensed consolidated statement of operations. An additional component of the Company’s measure of profit or loss is net income. The measure of segment assets is reported on the condensed consolidated balance sheet as total consolidated assets.
Net Income (Loss) Per Share
For the three and six months ended March 31, 2026 and 2025, the following potentially dilutive common shares were excluded from the calculation of net income (loss) per share, as they would have been antidilutive (amounts in thousands):
| Three Months Ended March 31, | Six Months Ended March 31, | ||||||||||||||||||||||
| 2026 | 2025 | 2026 | 2025 | ||||||||||||||||||||
| Stock options | |||||||||||||||||||||||
| RSUs | |||||||||||||||||||||||
| ESPP common stock equivalents | |||||||||||||||||||||||
| Performance options | |||||||||||||||||||||||
| Performance RSUs | |||||||||||||||||||||||
| Convertible senior notes | |||||||||||||||||||||||
| Warrants | |||||||||||||||||||||||
| Total potentially dilutive common shares outstanding | |||||||||||||||||||||||
The calculation of basic and diluted net income (loss) per share is as follows (amounts in thousands, except per share data):
| Three Months Ended March 31, | Six Months Ended March 31, | ||||||||||||||||||||||
| 2026 | 2025 | 2026 | 2025 | ||||||||||||||||||||
| Net income | $ | $ | $ | $ | |||||||||||||||||||
| Weighted-average shares outstanding—basic | |||||||||||||||||||||||
| Common stock equivalents | |||||||||||||||||||||||
| Weighted-average shares outstanding—diluted | |||||||||||||||||||||||
| Net income per share: | |||||||||||||||||||||||
| Basic | $ | $ | $ | $ | |||||||||||||||||||
| Diluted | $ | $ | $ | $ | |||||||||||||||||||
Concentrations of Significant Customers and Assets
For the three months ended March 31, 2026, the Company derived revenue of $12.1 million from one customer, with such customer accounting for 22 % of the Company’s total revenue. For the three months ended March 31, 2025, the Company derived revenue of $18.5 million from two customers, with such customers accounting for 21 % and 15 % of the Company’s total revenue. For the six months ended March 31, 2026, the Company derived revenue of $16.6 million from one customer, with such customer accounting for 17 % of the Company’s total revenue. For the six months ended March 31, 2025, the Company derived revenue of $26.2 million from two customers, with such customers accounting for 19 % and 11 % of the Company’s total revenue. The corresponding accounts receivable balances of customers from which revenues were in excess of 10% of total revenue were $9.9 million and $13.2 million at March 31, 2026 and 2025, respectively.
From a geographic perspective, approximately 76 % and 78 % of the Company’s total long-term assets as of March 31, 2026 and September 30, 2025, respectively, are associated with the Company’s international subsidiaries. From a geographic perspective, approximately 18 % and 17 % of the Company’s total long-term assets excluding goodwill and other intangible assets as of March 31, 2026 and September 30, 2025, respectively, are associated with the Company’s international subsidiaries.
Recently Adopted Accounting Pronouncements
The Company did not adopt any new accounting pronouncements in the six months ended March 31, 2026.
7
Change in Significant Accounting Policy
The Company’s significant accounting policies are disclosed in the Company’s audited consolidated financial statements and related notes thereto included in the Company’s 2025 Annual Report. There have been no changes to these accounting policies through March 31, 2026.
Recently Issued Accounting Pronouncements
In December 2023, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures, which amends existing income tax disclosure guidance, primarily requiring more detailed disclosure for income taxes paid and the effective tax rate reconciliation. The ASU is effective for the Company’s annual reporting period beginning after October 1, 2025, with early adoption permitted and can be applied on either a prospective or retroactive basis. The enhanced income tax disclosures will be included in the Company’s Annual Report on Form 10-K for the fiscal year ending September 30, 2026.
In November 2024, the FASB issued ASU No. 2024-03, Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses (“ASU 2024-03”), which requires disaggregation of certain costs in a separate note to the financial statements, such as the amounts of employee compensation, depreciation and intangible asset amortization, included in each relevant expense caption in annual and interim consolidated financial statements. ASU 2024-03 is effective for annual periods beginning after December 15, 2026 and for interim periods beginning after December 15, 2027 on a retrospective or prospective basis, with early adoption permitted. The Company is evaluating the effect that ASU 2024-03 will have on its financial statement disclosures.
In July 2025, the FASB issued ASU No. 2025-05, Financial Instruments - Credit Losses (Topic 326): Measurement of Credit Losses for Accounts Receivable and Contract Assets (“ASU 2025-05”), which simplifies the forecasting process for current asset by providing a practical expedient allowing a Company to assume economic conditions as of the balance sheet date will not change for the remaining life of the asset when forecasting expected credit losses on current accounts receivable and contract assets. ASU 2025-05 is effective for annual periods beginning after December 15, 2025 and for interim periods within those annual periods. The Company is evaluating the effect that ASU 2025-05 will have on its financial statement disclosures.
In September 2025, the FASB issued ASU No. 2025-06, Intangibles—Goodwill and Other—Internal-Use Software (Subtopic 350-40): Targeted Improvements to the Accounting for Internal-Use Software (“ASU 2025-06”), which improves the operability of the guidance by removing all references to software development project stages so that the guidance is neutral to different software development methods, including methods that entities may use to develop software in the future. ASU 2025-06 is effective for annual periods beginning after December 15, 2027 and for interim periods within those annual periods on a prospective, retrospective, or modified transition basis, with early adoption permitted. The Company is evaluating the effect that ASU 2025-06 will have on its financial statement disclosures.
In December 2025, the FASB issued ASU No. 2025-11, Interim Reporting (Topic 270). The ASU improves the navigability of the required interim disclosures and clarifies when the guidance is applicable, as well as provides additional guidance on what disclosures should be provided in interim reporting periods. The amendments in this ASU are effective for annual reporting periods beginning after December 15, 2027, and interim reporting periods beginning after December 15, 2028. The Company is evaluating the impact this ASU will have on its consolidated financial statements, which is not expected to be material.
No other new accounting pronouncement issued or effective during the six months ended March 31, 2026 had, or is expected to have, a material impact on the Company’s condensed consolidated financial statements.
2. REVENUE RECOGNITION
Nature of Goods and Services
The following is a description of principal activities from which the Company generates its revenue. Contracts with customers are evaluated on a contract-by-contract basis as contracts may include multiple types of goods and services as described below.
Software License
Software license revenue is generated from on premise software license sales. Software is typically sold as a time-based license with a term of to three years . For software license agreements that are distinct, the Company recognizes software license revenue upon delivery and after evidence of a contract exists. The Company’s standard payment terms are generally no more than 60 days. Invoices for software are typically issued when the license is made available for customer use.
8
SaaS, Maintenance, and Other
SaaS, maintenance, and other revenue is generated from the sale of software as a service (“SaaS”) products and services, maintenance associated with the sale of on premise software licenses, and consulting and professional services. The Company’s SaaS products give customers the option to be charged upon their incurred usage in arrears (“Pay as You Go”), subscribe for access over a contracted period, or commit to a minimum spend over their contracted period, with the ability to purchase additional transactions above the minimum during the contract term. Revenue related to Pay as You Go contracts are generally recognized based on the customer’s actual usage, in the period of usage. For contracts which include a minimum commitment, the Company is stand-ready to provide the services throughout the contract term, and revenue is primarily recognized on a ratable basis over the contract period including an estimate of usage above the minimum commitment. Usage above minimum commitment is estimated by looking at historical usage, expected volume, and other factors to project usage for the remainder of the contract term. The estimated usage-based revenues are constrained to the amount the Company expects to be entitled to receive in exchange for providing access to its platform. Maintenance and support services generally call for the Company to provide software updates and technical support to customers and is recognized ratably over the term of the contract as this is the period the services are delivered. If professional services are deemed to be distinct, revenue is recognized as services are performed. The Company does not view the signing of the contract or the provision of initial setup services as discrete earnings events that are distinct. The Company’s standard payment terms are generally no more than 60 days. SaaS (other than Pay as You Go) and maintenance services are typically invoiced annually in advance, and consulting and professional services are typically invoiced at the time of sale.
Significant Judgments in Application of the Guidance
The Company uses the following methods, inputs, and assumptions in determining amounts of revenue to recognize:
Identification of Performance Obligations
For contracts that contain multiple performance obligations, which include combinations of software licenses, maintenance, and services, the Company accounts for individual goods or services as a separate performance obligation if they are distinct. The good or service is distinct if the good or service is separately identifiable from other items in the arrangement and if a customer can benefit from it on its own or with other resources that are readily available to the customer. If these criteria are not met, the promised goods or services are accounted for as a combined performance obligation.
Determination of Transaction Price
The transaction price is determined based on the consideration to which the Company will be entitled in exchange for transferring products or services to the customer. The Company includes any fixed charges within its contracts as part of the total transaction price. To the extent that variable consideration is not constrained, the Company includes an estimate of the variable amount, as appropriate, within the total transaction price and updates its assumptions over the duration of the contract.
Assessment of Estimates of Variable Consideration
Certain of the Company’s contracts with customers contain some component of variable consideration; however, variable consideration will only be included in the transaction price to the extent it is probable that a significant reversal of revenues recognized will not occur when the uncertainty associated with the variable consideration is resolved. The Company may constrain the estimated transaction price in the event of a high degree of uncertainty as to the final consideration amount owed because of an extended length of time over which the fees may be adjusted or due to uncertainty surrounding collectability. The Company estimates variable consideration in its contracts primarily using the expected value method as the Company believes this method represents the most appropriate estimate for this consideration, based on historical usage trends, the individual contract considerations, and its best judgment at the time.
Allocation of Transaction Price
The transaction price, including any discounts, is allocated between separate goods and services in a contract that contains multiple performance obligations based on their relative standalone selling prices. The standalone selling prices are based on the prices at which the Company separately sells each good or service. For items that are not sold separately, the Company estimates the standalone selling prices using available information such as market conditions and internally approved pricing guidelines. In certain situations, primarily transactional SaaS revenue described above, the Company allocates variable consideration to a series of distinct goods or services within a contract. The Company allocates variable payments to one or more, but not all, of the distinct goods or services or to a series of distinct goods or services in a contract when (i) the variable payment relates specifically to the Company’s efforts to transfer the distinct good or service and (ii) the variable payment is for an amount that depicts the amount of consideration to which the Company expects to be entitled in exchange for transferring the promised goods or services to its customer.
9
Disaggregation of Revenue
The following table presents the Company's revenue disaggregated by major product category (amounts in thousands):
| Three Months Ended March 31, | Six Months Ended March 31, | ||||||||||||||||||||||
| 2026 | 2025 | 2026 | 2025 | ||||||||||||||||||||
| Major product category | |||||||||||||||||||||||
Fraud and identity solutions | |||||||||||||||||||||||
SaaS | $ | $ | $ | $ | |||||||||||||||||||
Software license and support | |||||||||||||||||||||||
Professional services and other | |||||||||||||||||||||||
Total fraud and identity solutions revenue | |||||||||||||||||||||||
Check verification solutions | |||||||||||||||||||||||
SaaS | |||||||||||||||||||||||
Software license and support | |||||||||||||||||||||||
Professional services and other | |||||||||||||||||||||||
Total check verification solutions revenue | |||||||||||||||||||||||
Total by revenue type | |||||||||||||||||||||||
SaaS | |||||||||||||||||||||||
Software license and support | |||||||||||||||||||||||
Professional services and other | |||||||||||||||||||||||
Total revenue | $ | $ | $ | $ | |||||||||||||||||||
Software license is included within Software License revenue on the condensed consolidated statements of operations and comprehensive income (loss) for all periods presented. SaaS, software license support, and professional services and other are included within SaaS, maintenance, and other on the condensed consolidated statements of operations and comprehensive income (loss) for all periods presented.
Total Revenue by Geographic Location
Revenues by geography are determined based on the region of the Company's contracting entity, which may be different than the region of the customer. The United States and the United Kingdom were the only countries that accounted for more than 10% of the Company’s revenue in the three and six months ended March 31, 2026 and in the six months ended March 31, 2025. Revenue for the three and six months ended March 31, 2026 and 2025 were as follows ( amounts in thousands):
| Three Months Ended March 31, | Six Months Ended March 31, | ||||||||||||||||||||||
| 2026 | 2025 | 2026 | 2025 | ||||||||||||||||||||
United States | $ | $ | $ | $ | |||||||||||||||||||
| United Kingdom | * | ||||||||||||||||||||||
All other countries | |||||||||||||||||||||||
Total revenue | $ | $ | $ | $ | |||||||||||||||||||
*Revenues from the United Kingdom were not greater than 10% of the Company’s total revenue for this period.
Contract Balances
The following table provides information about accounts receivable, contract assets and contract liabilities from contracts with customers (amounts in thousands):
| March 31, 2026 | September 30, 2025 | March 31, 2025 | September 30, 2024 | ||||||||||||||||||||
Accounts receivable, net | $ | $ | $ | $ | |||||||||||||||||||
| Contract assets, current | |||||||||||||||||||||||
| Contract assets, non-current | |||||||||||||||||||||||
| Contract liabilities (deferred revenue), current | |||||||||||||||||||||||
| Contract liabilities (deferred revenue), non-current | |||||||||||||||||||||||
10
Transaction Price Allocated to the Remaining Performance Obligation
Remaining performance obligation represents contracted revenue that has not yet been recognized and includes unearned revenue and unbilled amounts that will be recognized as revenue in future periods. Transaction price allocated to the remaining performance obligation is based on stand-alone selling price. Remaining performance obligation is influenced by several factors, including the timing of renewals, the timing of software license deliveries, average contract terms and foreign currency exchange rates. Unbilled portions of the remaining performance obligation denominated in foreign currencies are revalued each period based on the period end exchange rates. Remaining performance obligation is subject to future economic risks, including bankruptcies, regulatory changes and other market factors. The majority of the non-current remaining performance obligation is expected to be recognized in the next 13 -36 months.
Remaining performance obligation consisted of the following as of March 31, 2026 (amounts in thousands):
| March 31, 2026 | |||||||||||||||||
| Current | $ | ||||||||||||||||
| Non-current | |||||||||||||||||
| Total | $ | ||||||||||||||||
Contract Costs
11
3. INVESTMENTS
The following tables summarize investments by type of security as of March 31, 2026 and September 30, 2025 (amounts in thousands):
| March 31, 2026: | Cost | Gross Unrealized Gains | Gross Unrealized Losses | Fair Market Value | |||||||||||||||||||
| Available-for-sale securities: | |||||||||||||||||||||||
| Commercial paper, short-term | $ | $ | $ | ( | $ | ||||||||||||||||||
| Corporate debt securities, short-term | |||||||||||||||||||||||
| Total | $ | $ | $ | ( | $ | ||||||||||||||||||
| September 30, 2025: | Cost | Gross Unrealized Gains | Gross Unrealized Losses | Fair Market Value | |||||||||||||||||||
| Available-for-sale securities: | |||||||||||||||||||||||
| U.S. government and agency securities, short-term | $ | $ | $ | $ | |||||||||||||||||||
| Commercial paper, short-term | ( | ||||||||||||||||||||||
| Corporate debt securities, short-term | ( | ||||||||||||||||||||||
| Corporate debt securities, long-term | |||||||||||||||||||||||
| Total | $ | $ | $ | ( | $ | ||||||||||||||||||
All of the Company’s investments are designated as available-for-sale debt securities. As of March 31, 2026 and September 30, 2025, the Company’s short-term investments have maturity dates of less than one year from the balance sheet date and the Company’s long-term investments have maturity dates of greater than one year from the balance sheet date.
The following table summarizes the contractual maturities of the available-for-sale securities as of March 31, 2026 (amounts in thousands):
| March 31, 2026 | September 30, 2025 | ||||||||||
Due within 1 year | $ | $ | |||||||||
Due in 1 to 5 years | |||||||||||
Total | $ | $ | |||||||||
Interest income from available-for sale securities was $0.2 million and $0.8 million for the three months ended March 31, 2026 and 2025, respectively, and $0.9 million and $1.6 million for the six months ended March 31, 2026 and 2025, respectively, and is included in other income (expense), net in the condensed consolidated statements of operations and comprehensive income (loss).
4. FAIR VALUE MEASUREMENT
The Company uses a three-tier fair value hierarchy, which prioritizes the inputs used in the valuation methodologies in measuring fair value:
•Level 1: Valuation is based on quoted prices (unadjusted) in active markets for identical assets or liabilities.
•Level 2: Valuation is based on observable market-based inputs other than Level 1 prices, such as quoted prices for similar assets or liabilities, quoted prices in markets that are not active, or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities.
•Level 3: Valuation is based on significant unobservable inputs which are supported by little or no market activity.
12
The following tables represent the fair value hierarchy of the Company’s investments as of March 31, 2026 and September 30, 2025, respectively (amounts in thousands):
| March 31, 2026: | Balance | Quoted Prices in Active Markets (Level 1) | Significant Other Observable Inputs (Level 2) | Significant Unobservable Inputs (Level 3) | |||||||||||||||||||
Assets: | |||||||||||||||||||||||
| Short-term investments: | |||||||||||||||||||||||
| Commercial paper | $ | $ | $ | $ | |||||||||||||||||||
| Corporate debt securities | |||||||||||||||||||||||
| Total short-term investments at fair value | |||||||||||||||||||||||
| Total assets at fair value | $ | $ | $ | $ | |||||||||||||||||||
| September 30, 2025: | Balance | Quoted Prices in Active Markets (Level 1) | Significant Other Observable Inputs (Level 2) | Significant Unobservable Inputs (Level 3) | |||||||||||||||||||
Assets: | |||||||||||||||||||||||
| Short-term investments: | |||||||||||||||||||||||
| Commercial paper | $ | $ | $ | $ | |||||||||||||||||||
| U.S. Government and agency securities, short-term | |||||||||||||||||||||||
| Corporate debt securities | |||||||||||||||||||||||
| Total short-term investments at fair value | |||||||||||||||||||||||
| Long-term investments: | |||||||||||||||||||||||
| Corporate debt securities | |||||||||||||||||||||||
| Total long-term investments at fair value | |||||||||||||||||||||||
| Total assets at fair value | $ | $ | $ | $ | |||||||||||||||||||
5. GOODWILL AND INTANGIBLE ASSETS
Goodwill
The Company had a goodwill balance of $131.4 million at March 31, 2026, representing the excess of costs over fair value of assets of businesses acquired. The following table summarizes changes in the balance of goodwill during the six months ended March 31, 2026 (amounts shown in thousands):
| Balance at September 30, 2025 | $ | ||||
| Foreign currency effect on goodwill | ( | ||||
| Balance at March 31, 2026 | $ | ||||
There were no
Intangible Assets
Intangible assets include the value assigned to purchased completed technology, customer relationships, trade names and covenants not to compete. The estimated useful lives for all of these intangible assets range from to seven years and they are amortized on a straight-line basis. Intangible assets as of March 31, 2026 and September 30, 2025, respectively, are summarized as follows (amounts in thousands, except for years):
| March 31, 2026: | Weighted Average Amortization Period (in years) | Cost | Accumulated Amortization | Net | ||||||||||||||||||||||||||||||||||||||||
| Completed technologies | $ | $ | $ | |||||||||||||||||||||||||||||||||||||||||
| Customer relationships | ||||||||||||||||||||||||||||||||||||||||||||
| Trade names | ||||||||||||||||||||||||||||||||||||||||||||
| Total intangible assets | $ | $ | $ | |||||||||||||||||||||||||||||||||||||||||
13
| September 30, 2025: | Weighted Average Amortization Period (in years) | Cost | Accumulated Amortization | Net | |||||||||||||||||||
| Completed technologies | $ | $ | $ | ||||||||||||||||||||
| Customer relationships | |||||||||||||||||||||||
| Trade names | |||||||||||||||||||||||
| Total intangible assets | $ | $ | $ | ||||||||||||||||||||
Amortization expense related to acquired intangible assets was $3.3 million and $3.6 million during the three months ended March 31, 2026 and 2025, respectively, and $6.6 million and $7.3 million during the six months ended March 31, 2026 and 2025, respectively. During the six months ended March 31, 2026, foreign exchange translation had a favorable impact of $1.3 million on intangible assets. Amortization expense related to acquired intangible assets is recorded within amortization of acquired intangibles and acquisition-related costs on the condensed consolidated statements of operations and comprehensive income (loss). There were no
The estimated future amortization expense related to acquired intangible assets is expected to be as follows (amounts in thousands):
| Fiscal Period: | Estimated Future Amortization Expense | ||||
| Remainder of 2026 | $ | ||||
| 2027 | |||||
| 2028 | |||||
| 2029 | |||||
| Total | $ | ||||
6. STOCKHOLDERS’ EQUITY
Stock-Based Compensation Expense
The following table summarizes stock-based compensation expense related to restricted stock units (“RSUs”), performance-based restricted stock unit awards (“Performance RSUs”), stock options, and Employee Stock Purchase Plan (“ESPP”) shares, which was allocated as follows (amounts in thousands):
| Three Months Ended March 31, | Six Months Ended March 31, | ||||||||||||||||||||||
| 2026 | 2025 | 2026 | 2025 | ||||||||||||||||||||
| Cost of revenue | $ | $ | $ | $ | |||||||||||||||||||
| Selling and marketing | |||||||||||||||||||||||
| Research and development | |||||||||||||||||||||||
| General and administrative | |||||||||||||||||||||||
Stock-based compensation expense | $ | $ | $ | $ | |||||||||||||||||||
As of March 31, 2026, the Company had $42.8 million of unrecognized compensation expense expected to be recognized over a weighted-average period of approximately 2.5 years.
2020 Incentive Plan
In January 2020, the Company’s Board of Directors (the “Board”) adopted the Mitek Systems, Inc. 2020 Incentive Plan (the “2020 Plan”) upon the recommendation of the Compensation Committee of the Board. On March 4, 2020, the Company’s stockholders approved the 2020 Plan. The total number of shares of Common Stock reserved for issuance under the 2020 Plan is 9,608,000 shares plus such number of shares, not to exceed 107,903 , as remained available for issuance under the 2002 Stock Option Plan, 2006 Stock Option Plan, 2010 Stock Option Plan, and 2012 Incentive Plan (collectively, the “Prior Plans”) as of January 17, 2020, plus any shares underlying awards under the Prior Plans that are terminated, forfeited, cancelled, expire unexercised or are settled in cash after January 17, 2020. As of March 31, 2026, (i) 3,068,937 RSUs and 1,436,588 Performance RSUs were outstanding under the A&R 2020 Plan (as defined below), (ii) 13,779,079 shares of Common Stock were reserved for future grants under the A&R
14
2020 Plan, and (iii) stock options to purchase an aggregate of 3,000 shares of Common Stock and no RSUs were outstanding under the Prior Plans.
At each of the 2023 Annual Meeting of Stockholders and the 2026 Annual Meeting of Stockholders, the Company’s stockholders approved an amendment and restatement of the 2020 Plan to increase the number of shares authorized for issuance thereunder by 5,108,000 shares and 4,100,000 shares, respectively (the 2020 Plan as so amended and restated, the “A&R 2020 Plan”).
Employee Stock Purchase Plan
In January 2018, the Board adopted the ESPP. On March 7, 2018, the Company’s stockholders approved the ESPP. At the 2026 Annual Meeting of Stockholders, the Company’s stockholders approved the Amended and Restated Employee Stock Purchase Plan, which increased the number of shares authorized for issuance thereunder by 1,000,000 shares. As a result, the total number of shares of Common Stock reserved for issuance thereunder is 2,000,000 shares. As of March 31, 2026, (i) 1,085,834 shares have been issued to participants pursuant to the ESPP and (ii) 914,166 shares of Common Stock were reserved for future purchases under the ESPP. The Company commenced the initial offering period on April 2, 2018.
The ESPP enables eligible employees to purchase shares of Common Stock at a discount from the market price through payroll deductions, subject to certain limitations. Eligible employees may elect to participate in the ESPP only during an open enrollment period. The offering period immediately follows the open enrollment window, at which time ESPP contributions are withheld from the participant's regular paycheck. The ESPP provides for a 15 % discount on the market value of the stock at the lower of the grant date price (first day of the offering period) and the purchase date price (last day of the offering period). Stock-based compensation expense related to the ESPP was immaterial
Director Restricted Stock Unit Plan
In January 2011, the Board adopted the Mitek Systems, Inc. Director Restricted Stock Unit Plan, as amended and restated (the “Director Plan”). On March 10, 2017, the Company’s stockholders approved an amendment to the Director Plan to increase the number of shares of Common Stock available for future grants. The Director Plan expired on December 31, 2022. As of March 31, 2026 56,443 RSUs were outstanding under the Director Plan.
Inducement Grants
As of March 31, 2026 (i) 260,763 RSUs and (ii) 908,442 Performance RSUs were outstanding related to equity granted pursuant to inducement grants.
Stock Options
The following table summarizes stock option activity under the Company’s equity plans during the six months ended March 31, 2026:
Number of Shares | Weighted-Average Exercise Price | Weighted-Average Remaining Contractual Term (in years) | Aggregate Intrinsic Value (in thousands) | ||||||||||||||||||||
| Outstanding at September 30, 2025 | $ | $ | |||||||||||||||||||||
| Granted | |||||||||||||||||||||||
| Exercised | ( | ||||||||||||||||||||||
| Canceled | |||||||||||||||||||||||
| Outstanding at March 31, 2026 | |||||||||||||||||||||||
| Vested at March 31, 2026 | |||||||||||||||||||||||
| Exercisable at March 31, 2026 | |||||||||||||||||||||||
The Company did not recognize any stock-based compensation expense related to outstanding stock options during each of the six months ended March 31, 2026 and 2025. As of March 31, 2026, the Company had no unrecognized compensation expense related to outstanding stock options.
Aggregate intrinsic value represents the value of the Company’s closing stock price on the last trading day of the fiscal period in excess of the weighted-average exercise price, multiplied by the number of options outstanding and exercisable. There were no
15
Restricted Stock Units
The following table summarizes RSU activity under the Company’s equity plans during the six months ended March 31, 2026:
Number of Shares | Weighted-Average Fair Market Value Per Share | ||||||||||
| Outstanding at September 30, 2025 | $ | ||||||||||
| Granted | |||||||||||
| Settled | ( | ||||||||||
| Canceled | ( | ||||||||||
| Outstanding at March 31, 2026 | |||||||||||
The cost of RSUs is determined using the fair value of Common Stock on the award date, and the compensation expense is recognized ratably over the vesting period. The Company recognized $2.5 million and $2.8 million in stock-based compensation expense related to outstanding RSUs during the three months ended March 31, 2026 and 2025, respectively. The Company recognized $4.2 million and $5.6 million in stock-based compensation expense related to outstanding RSUs during the six months ended March 31, 2026 and 2025, respectively. As of March 31, 2026, the Company had $24.7 million of unrecognized compensation expense related to outstanding RSUs expected to be recognized over a weighted-average period of approximately 2.9 years.
Performance Restricted Stock Units
The following table summarizes Performance RSU activity under the Company’s equity plans during the six months ended March 31, 2026:
Number of Shares | Weighted-Average Fair Market Value Per Share | ||||||||||
| Outstanding at September 30, 2025 | $ | ||||||||||
| Granted | |||||||||||
| Settled | ( | ||||||||||
| Canceled | ( | ||||||||||
| Outstanding at March 31, 2026 | |||||||||||
The cost of Performance RSUs is determined using a Monte Carlo simulation to estimate the fair value on the grant date, and the compensation expense is recognized ratably over the vesting period. The Company recognized $2.2 million and $1.5 million in stock-based compensation expense related to outstanding Performance RSUs during the three months ended March 31, 2026 and 2025, respectively. The Company recognized $3.0 million and $2.9 million in stock-based compensation expense related to outstanding Performance RSUs during the six months ended March 31, 2026 and 2025, respectively. As of March 31, 2026, the Company had $17.8 million of unrecognized compensation expense related to outstanding Performance RSUs expected to be recognized over a weighted-average period of approximately 2.0 years.
Share Repurchase Program
On May 13, 2024, the Board authorized and approved a share repurchase program for up to $50.0 million of the currently outstanding shares of our Common Stock which was effective as of May 16, 2024 and will expire on May 16, 2026 (“2024 Share Repurchase Program”). On February 5, 2026, the Company announced that the Board of Directors had authorized an additional program to repurchase up to $50 million of the currently outstanding shares of our common stock and will become effective upon the completion of the 2024 Share Repurchase Program and remain effective for a period of up to two years. The timing, price and actual number of shares of Common Stock repurchased will depend on a variety of factors including price, market conditions and corporate and regulatory requirements. The repurchases may be made from time to time (i) through open market purchases, block trades, privately negotiated transactions, one or more trading plans adopted in accordance with Rule 10b5-1 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) or any combination of the foregoing, in each case in accordance with applicable laws, rules and regulations or (ii) in such other manner as will comply with the provisions of the Exchange Act. The share repurchase program does not require the Company to repurchase shares of its Common Stock and it may be discontinued, suspended or amended at any time.
The Company made purchases of $7.8 million, or 760,238 shares, during the three months ended March 31, 2026 at an average price of $10.24 per share and subsequently retired the shares. The Company made purchases of $17.8 million, or 1,838,571 shares, during the six months ended March 31, 2026 at an average price of $9.67 per share and subsequently retired the shares. The Company made no purchases during the three months ended March 31, 2025. The Company made purchases of $3.3 million, or 363,378 shares, during the six months ended March 31, 2025 at an average price of $8.99 per share and subsequently retired the shares. Total
16
purchases made under the share repurchase program since inception were $46.8 million as of March 31, 2026, and the repurchased shares were retired.
Accumulated Other Comprehensive Income (Loss)
Accumulated other comprehensive income (loss) is recorded in the stockholders’ equity section of our consolidated balance sheets and is excluded from net income (loss). Accumulated other comprehensive income (loss) consists of unrealized gains and losses on marketable debt securities classified as available-for-sale and foreign currency translation adjustments for the Company’s subsidiaries with functional currencies other than the U.S. dollar.
The following table shows the components of accumulated other comprehensive income (loss), net of income taxes, as of March 31, 2026 and September 30, 2025 (amounts in thousands):
| March 31, 2026 | September 30, 2025 | ||||||||||
Unrealized gain (loss) on available-for-sale debt securities | $ | $ | |||||||||
Foreign currency translation adjustments | ( | ||||||||||
Total accumulated other comprehensive income (loss) | $ | ( | $ | ||||||||
7. INCOME TAXES
The Company’s tax provision for interim periods is determined using an estimate of the annual effective tax rate, adjusted for discrete items arising in that quarter. In each quarter, management updates the estimate of the annual effective tax rate, and any changes are recorded in a cumulative adjustment in that quarter. The quarterly tax provision and quarterly estimate of the annual effective tax rate are subject to significant volatility due to several factors, including management’s ability to accurately predict the portion of income (loss) before income taxes in multiple jurisdictions, the tax effects of our stock-based compensation awards, and the effects of acquisitions and the integration of those acquisitions.
For the three and six months ended March 31, 2026, the Company recorded an income tax provision of $3.2 million and $4.8 million, respectively, which yielded an effective tax rate of 25 % and 28 %, respectively. For the three and six months ended March 31, 2025, the Company recorded an income tax provision of $0.9 million and $0.6 million, respectively, which yielded an effective tax rate of 9 % and 12 %, respectively. The difference between the U.S. federal statutory tax rate and the Company’s effective tax rate for the three and six months ended March 31, 2026 was primarily due to a mix of worldwide income, the impact of non-deductible executive compensation, as well as the impact of the global intangible low-taxed income inclusion and federal, state and foreign research and development credits on the tax provision. The difference between the U.S. federal statutory tax rate and the Company’s effective tax rate for the three and six months ended March 31, 2025 was primarily due to a mix of worldwide income, the impact of non-deductible executive compensation, release of valuation allowances relating to one of the Company's operations in a foreign jurisdiction, as well as the impact of stock-based compensation, and federal, state and foreign research and development credits on the tax provision.
On July 4, 2025, President Trump signed into law the One, Big, Beautiful Bill Act (the “Act”). Within the Act, there were significant tax law changes with various effective dates. The tax law changes within the Act include those related to the timing of certain tax deductions including depreciation expense, R&D expenditures and interest expense. The Company implemented the tax law changes in the fourth quarter of fiscal 2025 and, while there was no impact to its overall tax expense, the allocation between current and deferred tax expense will be impacted in the future.
8. DEBT
The carrying values of the Company’s debt as of March 31, 2026 and September 30, 2025 are as follows (amounts in thousands):
| March 31, 2026 | September 30, 2025 | ||||||||||
| Convertible senior notes | $ | $ | |||||||||
| Term loan | |||||||||||
| Revolving credit line | |||||||||||
| Less: unamortized discount and issuance costs, net of amortization | ( | ||||||||||
| Total debt, net of unamortized discount and issuance costs | |||||||||||
| Less: current portion of term loan | |||||||||||
| Long-term portion of term loan | $ | $ | |||||||||
Convertible Senior Notes
In February 2021, the Company issued an aggregate principal amount of $155.3 million in 0.75 % convertible notes due February 1, 2026 (“2026 Notes”). The Company repaid the 2026 Notes in full in the second quarter of fiscal 2026.
Amended Credit Agreement - Revolving Credit Line and Term Loan
On May 7, 2025, the Company, together with its subsidiaries, A2iA Corp. and ID R&D, Inc., entered into the First Amendment to Loan and Security Agreement (the “Amendment”), amending the Credit Agreement, and as amended by the Amendment (the “Amended Credit Agreement”), by and among the Company and the Bank.
The Amended Credit Agreement provides for, among other things, (i) the establishment of a delayed draw term loan (the “Term Loan”) in an aggregate principal amount of up to $75.0 million that may be drawn prior to February 28, 2026 for the sole purpose of paying amounts outstanding under the 2026 Notes due February 1, 2026 and customary fees and expenses in connection therewith, (ii) a revolving line of credit (the “Revolving Line”) whereby the Company may borrow up to $25.0 million with an additional $15.0 million to be advanced under the Revolving Line at the sole discretion of the Bank. On January 21, 2026, the Company borrowed $50.0 million under its Term Loan. The Term Loan and Revolving Line are secured on a first priority basis by the Company’s assets.
In connection with the Amended Credit Agreement, the Company incurred issuance costs of $0.2 million which were recorded to Other income (expense), net in the condensed consolidated statement of operations and comprehensive income (loss). The Term Loan and the Revolving Line both mature on May 1, 2030. Commencing on April 1, 2026, the Borrower must make amortization payments on any advances under the Term Loan at the percentages set forth in the Amendment.
Borrowings under the Amended Credit Agreement generally bear interest at a variable rate equal to (a) term SOFR plus a specified margin or (b) WSJ prime plus a specified margin, in each case which will be adjusted based on the Company’s net leverage ratio at the time of borrowing. Borrower must also pay the Bank (i) a commitment fee of $125,000 and (ii) an “Unused Revolving Line Facility Fee” of 0.25 % per annum of the average unused portion of the Revolving Line. The Term Loan carrying value approximates fair value and is valued using Level 2 inputs within the fair value hierarchy, as defined in Note 4 “Fair Value Measurements”.
The Amended Credit Agreement contains representations, warranties, and negative and affirmative covenants customary for transactions of this type. These include covenants limiting the ability of Borrower and any of their subsidiaries, subject to certain exceptions and baskets, to, among other things, (i) incur indebtedness, (ii) incur liens on their assets, (iii) enter into any merger or consolidation with, or acquire all or substantially all of the equity or property of, another person, (iv) dispose of any of their business or property, (v) make or permit any payment on subordinated debt, or (vi) pay any dividend, make any other distribution, or redeem any equity.
The Amended Credit Agreement contains customary events of default and also provides that an event of default includes any default resulting in a right by third parties to accelerate maturity of indebtedness in excess of $500,000 . If any event of default occurs and is not cured within applicable grace periods set forth in the Amended Credit Agreement or waived, all loans and other obligations could become due and immediately payable and the facility could be terminated. In addition, Borrower may be required to deposit cash with the Bank in an amount equal to 1.05 of any undrawn letters of credit denominated in U.S. Dollars or 1.15 of any undrawn letters of credit denominated in a foreign currency.
The Amended Credit Agreement requires the Company to maintain a net leverage ratio of no more than 2.50 to 1.00 and if the Company consummates a permitted acquisition during the trailing twelve-month period, the net leverage ratio may not exceed 2.75 to 1.00. As of March 31, 2026, the Company was in compliance with the net leverage ratio covenant of the Amended Credit Agreement. There are $50.0 million in outstanding borrowings under the Amended Credit Agreement as of March 31, 2026.
The following table presents the total amount of interest cost recognized relating to the Term Loan and 2026 Notes (amounts in thousands):
| Three Months Ended March 31, | Six Months Ended March 31, | ||||||||||||||||||||||
| 2026 | 2025 | 2026 | 2025 | ||||||||||||||||||||
| Contractual interest expense | $ | $ | $ | $ | |||||||||||||||||||
| Amortization of debt discount and issuance costs | |||||||||||||||||||||||
| Total interest expense recognized | $ | $ | $ | $ | |||||||||||||||||||
The derived effective interest rate on the 2026 Notes was determined to be 6.71 %, which remained unchanged from the date of issuance through repayment. The derived effective interest rate on the Amended Credit Agreement was determined to be 5.42 % for the six months ended March 31, 2026, with a remaining term of 4.2 years as of March 31, 2026.
Maturities of principal amounts of our Amended Credit Agreement as of March 31, 2026 were as follows (amounts in thousands):
Principal Amounts | |||||
Remaining 2026 | $ | ||||
| 2027 | |||||
| 2028 | |||||
| 2029 | |||||
| 2030 | |||||
| Total | $ | ||||
Other Borrowings
Maturities of principal amounts of our other borrowings as of March 31, 2026 were as follows (amounts in thousands):
Principal Amounts | |||||
| Remaining 2026 | $ | ||||
| 2027 | |||||
| 2028 | |||||
| 2029 | |||||
| 2030 | |||||
| 2031 and thereafter | |||||
| Total | $ | ||||
9. COMMITMENTS AND CONTINGENCIES
Legal Proceedings
Third Party Claims Against the Company’s Customers
The Company receives indemnification demands from end-user customers who received third party patentee offers to license patents and allegations of patent infringement. Some of the offers and allegations have resulted in ongoing litigation. The Company is not a party to any such litigation. From time to time, license offers to and infringement allegations against the Company’s end-customers are made by non-practicing entities (“NPEs”)—often called “patent trolls”—and not the Company’s competitors. These NPEs may seek to extract settlements from our end-customers, resulting in new or renewed indemnification demands to the Company. At this time, the Company does not believe it is obligated to indemnify any customers or end-customers resulting from license offers or patent infringement allegations by any such NPEs. However, the Company could incur substantial costs if it is determined that it is required to indemnify any customers or end-customers in connection with these offers or allegations. Given the potential for impact to other customers and the industry, the Company is actively monitoring the offers, allegations and any resulting litigation.
Since 2018, United Services Automobile Association (“USAA”) has filed suit against various parties alleging patent infringement concerning USAA-owned patents related to mobile check deposit technology. While these lawsuits do not name the Company as a defendant, the Company continues to believe that its products do not infringe certain patents held by USAA and will vigorously defend the right of its end-users to use its technology.
On January 28, 2025, USAA filed a patent infringement lawsuit against Regions Financial Corporation and Regions Bank (“Regions”) in the U.S. District Court for the Eastern District of Texas. The Company was not named as a defendant or mentioned in connection with any alleged infringement in the complaint. On March 13, 2025, Digital First Holdings d/b/a Candescent, the successor-in-interest of NCR’s digital banking business, sent the Company an indemnification demand relating to the lawsuit. The Company does not believe at this time that it is required to indemnify Candescent or Regions and has notified them of its position. On July 7, 2025, Regions filed a motion to dismiss the complaint alleging that the patent claims are directed to non-patentable subject matter and therefore invalid under 35 U.S.C. § 101. On July 14, 2025, Regions filed a motion to stay the case pending the resolution of
17
its motion to dismiss. The parties to the lawsuit filed a joint motion to stay all claims and notice of settlement on February 3, 2026. The court then dismissed the case with prejudice on March 20, 2026 in view of the settlement.
Claim Against UrbanFT, Inc.
On July 31, 2019, the Company sued UrbanFT, Inc. (“UrbanFT”) for delinquent in payments and declaratory judgment of non-infringement in the United States District Court for the Southern District of California (case No. 19-CV-1432-CAB-DEB), but on December 17, 2020, that case was dismissed for lack of subject matter jurisdiction after it was determined UrbanFT did not own the patents at issue. On December 18, 2020, the Company refiled in the Superior Court of the State of California, County of San Diego (case no. 37-2020-00046670-CU-BC-CTL), where it obtained summary judgment on April 15, 2022, and on June 2, 2022, the court entered a total judgment of $2.3 million in compensatory damages, costs, and attorneys' fees, with the time for UrbanFT to appeal the compensatory damages having since expired. On August 2, 2023, the Company filed a separate Fraud Conveyance Action against Richard Steggall and related entities in San Diego Superior Court (Case No. 37-2023-00033005-CU-FR-CTL), alleging that Mr. Steggall orchestrated a scheme to strip UrbanFT of assets and funnel revenues through other entities to avoid the Company's collection efforts; in January 2026, the case was reassigned to a new judge, vacating the previously scheduled hearing on Mr. Steggall's summary judgment motion, and a Case Management Conference is now set for April 2026 with no pending trial date.
Other Legal Matters
In addition to the foregoing, the Company is subject to various claims and legal proceedings arising in the ordinary course of its business. The Company accrues for such liabilities when it is both (i) probable that a loss has occurred and (ii) the amount of the loss can be reasonably estimated in accordance with ASC 450, Contingencies. While any legal proceeding has an element of uncertainty, the Company believes that the disposition of such matters, in the aggregate, will not have a material effect on the Company’s financial condition or results of operations.
10. LEASES
Leases
The Company leases office and research and development facility space under non-cancelable operating leases for various terms through 2031. Certain lease agreements include renewal options, rent abatement periods, and rental increases throughout the term. As of March 31, 2026, the Company had operating right-of-use (“ROU”) assets of $2.2 million. As of March 31, 2026, total operating lease liabilities of $2.5 million were comprised of current lease liabilities of $0.9 million and non-current lease liabilities of $1.6 million. As of September 30, 2025, the Company had operating ROU assets of $2.6 million. As of September 30, 2025, total operating lease liabilities of $3.0 million were comprised of current lease liabilities of $0.9 million and non-current lease liabilities of $2.1 million.
The following table provides the components of lease cost recognized in the consolidated statements of operations and comprehensive income (loss) for the periods presented (amounts in thousands):
| Three Months Ended March 31, | Six Months Ended March 31, | ||||||||||||||||||||||
| 2026 | 2025 | 2026 | 2025 | ||||||||||||||||||||
| Operating lease costs | $ | $ | |||||||||||||||||||||
| Short-term lease costs | |||||||||||||||||||||||
| Variable lease costs | |||||||||||||||||||||||
| Total lease costs | $ | $ | $ | $ | |||||||||||||||||||
Supplemental cash flow information related to leases was as follows (amounts in thousands):
| Six Months Ended March 31, | |||||||||||
| 2026 | 2025 | ||||||||||
| Right of use assets acquired under new operating leases | $ | $ | |||||||||
Cash paid for amounts included in the measurement of lease liabilities | $ | $ | |||||||||
Other information related to leases as of the balance sheet dates presented was as follows:
| Six Months Ended March 31, | |||||||||||
| 2026 | 2025 | ||||||||||
| Weighted-average remaining lease term (years) - operating leases | |||||||||||
| Weighted-average discount rate - operating leases | % | % | |||||||||
18
Maturities of operating lease liabilities as of March 31, 2026 were as follows (amounts in thousands):
Operating Leases | |||||
| Remaining 2026 | $ | ||||
| 2027 | |||||
| 2028 | |||||
| 2029 | |||||
| 2030 | |||||
| 2031 and thereafter | |||||
| Total lease payments | |||||
| Less: amount representing interest | ( | ||||
| Present value of future lease payments | $ | ||||
19
ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.
This Quarterly Report on Form 10-Q (this “Form 10-Q”), contains “forward-looking statements” that involve risks and uncertainties, as well as assumptions that, if they never materialize or they prove incorrect, could cause our results to differ materially and adversely from those expressed or implied by such forward-looking statements. The forward-looking statements are contained principally in this Item 2—“Management’s Discussion and Analysis of Financial Condition and Results of Operations” and Part II, Item 1A—“Risk Factors,” but appear throughout this Form 10-Q. Forward-looking statements may include, but are not limited to, statements relating to our outlook or expectations for earnings, revenues, expenses, asset quality, volatility of our common stock, financial condition or other future financial or business performance, strategies, expectations, or business prospects, our customers, and markets generally, or the impact of legal, regulatory, or supervisory matters on our business, results of operations, or financial condition.
Forward-looking statements can be identified by the use of words such as “estimate,” “plan,” “project,” “forecast,” “intend,” “expect,” “anticipate,” “believe,” “seek,” “target”, “will,” “would,” “could,” “can,” “may”, or similar expressions. Forward-looking statements reflect our judgment based on currently available information and involve a number of risks and uncertainties that could cause actual results to differ materially from those described in the forward-looking statements. Factors that could cause or contribute to such differences include, but are not limited to, those discussed in Part II, Item 1A—“Risk Factors” in this Form 10-Q and in our other filings with the U.S. Securities and Exchange Commission (the “SEC”), including our Annual Report on Form 10-K for the fiscal year ended September 30, 2025, filed with the SEC on December 11, 2025 (“2025 Annual Report”). Additionally, there may be other factors that could preclude us from realizing the predictions made in the forward-looking statements. We operate in a continually changing business environment and new factors emerge from time to time. We cannot predict such factors or assess the impact, if any, of such factors on our financial position or results of operations. All forward-looking statements included in this Form 10-Q speak only as of the date of this Form 10-Q and you are cautioned not to place undue reliance on any such forward-looking statements. Except as required by law, we undertake no obligation to publicly update or release any revisions to these forward-looking statements to reflect any events or circumstances after the date of this Form 10-Q or to reflect the occurrence of unanticipated events.
In this Form 10-Q, unless the context indicates otherwise, the terms “Mitek,” “the Company,” “we,” “us,” and “our” refer to Mitek Systems, Inc., a Delaware corporation and its subsidiaries.
Overview
Mitek Systems, Inc. (“Mitek” or the “Company”) is a global provider of digital identity verification and fraud prevention solutions. Our technologies help organizations verify identities, mitigate fraud risk, and enable secure digital interactions in response to increasingly complex and evolving threats, including those driven by artificial intelligence (“AI”).
Our platform addresses key use cases across digital interactions and customer lifecycle, including new account openings, account access, and mobile check deposit. Core capabilities include AI, machine learning, computer vision, proprietary biometric liveness, and deepfake detection technologies that support identity verification, detect manipulation, and help prevent digital impersonation.
Our mobile check deposit product enables approximately 1.2 billion transactions annually and is widely used by financial institutions to provide consumers with fast, accurate, and secure remote deposit functionality. Our identity verification technologies are embedded within mobile and web applications, delivering real-time, automated identity validation across critical digital interactions.
As of the date of this filing, we serve more than 7,000 organizations globally, including financial institutions, financial technology (“fintech”) companies, telecommunications providers, and digital marketplaces. Our solutions assist customers in addressing fraud risk, complying with Know Your Customer (“KYC”) and anti-money laundering (“AML”) regulations, and improving operational efficiency and user experience.
Second Quarter Fiscal 2026 Highlights
•Revenue for the three months ended March 31, 2026 was $54.8 million, an increase of 6% compared to revenue of $51.9 million in the three months ended March 31, 2025.
•Net income was $9.5 million, or $0.20 per diluted share, during the three months ended March 31, 2026, compared to net income of $9.2 million, or $0.20 per diluted share, during the three months ended March 31, 2025.
•Cash provided by operating activities was $7.1 million for the six months ended March 31, 2026, compared to cash provided by operating activities of $14.3 million for the six months ended March 31, 2025.
•We added a new patent to our portfolio during the three months ended March 31, 2026, bringing our total number of issued patents to 112 as of March 31, 2026. In addition, we had 25 patent applications outstanding as of March 31, 2026.
20
•During the quarter, we repaid the 2026 Notes (as defined below) in full and borrowed $50.0 million under our Term Loan (as defined below), simplifying our capital structure and reducing potential dilution.
Market Opportunities, Challenges & Risks
See Item 1 “Business” in our 2025 Annual Report for details regarding our market opportunities, challenges and risks.
Results of Operations
Comparison of the Three Months Ended March 31, 2026 and 2025
The following table summarizes certain aspects of our results of operations for the three months ended March 31, 2026 and 2025 (amounts in thousands, except percentages):
| Three Months Ended March 31, | |||||||||||||||||||||||||||||||||||
| Percentage of Total Revenue | Increase (Decrease) | ||||||||||||||||||||||||||||||||||
| 2026 | 2025 | 2026 | 2025 | $ | % | ||||||||||||||||||||||||||||||
| Revenue | |||||||||||||||||||||||||||||||||||
| Software license | $ | 25,950 | $ | 26,700 | 47 | % | 51 | % | $ | (750) | (3) | % | |||||||||||||||||||||||
SaaS, maintenance, and other | 28,891 | 25,229 | 53 | % | 49 | % | 3,662 | 15 | % | ||||||||||||||||||||||||||
| Total revenue | $ | 54,841 | $ | 51,929 | 100 | % | 100 | % | $ | 2,912 | 6 | % | |||||||||||||||||||||||
| Cost of revenue | 8,558 | 6,531 | 16 | % | 13 | % | 2,027 | 31 | % | ||||||||||||||||||||||||||
| Selling and marketing | 9,601 | 10,540 | 18 | % | 20 | % | (939) | (9) | % | ||||||||||||||||||||||||||
| Research and development | 7,566 | 9,766 | 14 | % | 19 | % | (2,200) | (23) | % | ||||||||||||||||||||||||||
| General and administrative | 12,244 | 10,098 | 22 | % | 19 | % | 2,146 | 21 | % | ||||||||||||||||||||||||||
Amortization of acquired intangibles and acquisition-related costs | 3,323 | 3,600 | 6 | % | 7 | % | (277) | (8) | % | ||||||||||||||||||||||||||
| Restructuring costs | — | 29 | — | % | — | % | (29) | (100) | % | ||||||||||||||||||||||||||
| Interest expense | 1,450 | 2,407 | 3 | % | 5 | % | (957) | (40) | % | ||||||||||||||||||||||||||
| Other income, net | 637 | 1,110 | 1 | % | 2 | % | (473) | (43) | % | ||||||||||||||||||||||||||
| Income tax benefit (provision) | (3,200) | (916) | 6 | % | 2 | % | (2,284) | nm | |||||||||||||||||||||||||||
| Net income | $ | 9,536 | $ | 9,152 | 17 | % | 18 | % | $ | 384 | (4) | % | |||||||||||||||||||||||
nm - not meaningful
Revenue
Total revenue increased $2.9 million, or 6%, to $54.8 million in the three months ended March 31, 2026 compared to $51.9 million in the three months ended March 31, 2025. Software license revenue decreased $0.8 million, or 3%, to $26.0 million in the three months ended March 31, 2026, compared to $26.7 million in the three months ended March 31, 2025. This decrease is primarily due to a decrease in revenue from our Mobile Deposit® software products, partially offset by increases in our CheckReader™ and biometrics products in the three months ended March 31, 2026 compared to the same period in 2025. SaaS, maintenance and other revenue increased $3.7 million, or 15%, to $28.9 million in the three months ended March 31, 2026, compared to $25.2 million in the three months ended March 31, 2025. This increase is primarily due to increased customer adoption of Mobile Verify® , MiVIP, and Check Fraud Defender products in the three months ended March 31, 2026 compared to the same period in 2025.
Cost of Revenue
Cost of revenue includes personnel costs related to billable services and software support, hosting costs, and the costs of royalties for third party products embedded in our products. Cost of revenue increased $2.0 million, or 31%, to $8.6 million in the three months ended March 31, 2026, compared to $6.5 million in the three months ended March 31, 2025. The increase in cost of revenue is primarily due to an increase in SaaS revenue as well as increased investment in our SaaS products, and increases in service intensive customer work with more personnel costs directly supporting our customers during the three months ended March 31, 2026 compared to the same period in 2025.
21
Selling and Marketing Expenses
Selling and marketing expenses include payroll, employee benefits, stock-based compensation, and other headcount-related costs associated with sales and marketing personnel. Selling and marketing expenses also include non-billable costs of professional services personnel, advertising expenses, product promotion costs, trade shows, and other brand awareness programs. Selling and marketing expenses decreased $0.9 million, or 9%, to $9.6 million in the three months ended March 31, 2026, compared to $10.5 million in the three months ended March 31, 2025. The decrease in selling and marketing expense is primarily due to a re-allocation of headcount to focus on service intensive customer work and $1.3 million increase on deferred contract costs in the three months ended March 31, 2026 compared to the same period in 2025.
Research and Development Expenses
Research and development expenses include payroll, employee benefits, stock-based compensation, third party contractor expenses, and other headcount-related costs associated with software engineering and mobile capture science. Research and development expenses decreased $2.2 million, or 23%, to $7.6 million in the three months ended March 31, 2026, compared to $9.8 million in the three months ended March 31, 2025. The decrease in research and development expenses is primarily due to increased capitalization of costs for internal-use software of $1.3 million commensurate with alignment of priorities and resources to focus on plaform-level capabilities. The decrease in research and development expenses are also driven by lower stock-based compensation expense of $0.9 million, reflecting ongoing optimization of our cost structure and strategic realignment of resources toward platform-level capabilities including reversal of expense for roles that exited the organization as part of this realignment in the three months ended March 31, 2026 compared to the same period in 2025.
General and Administrative Expenses
General and administrative expenses include payroll, employee benefits, stock-based compensation, and other headcount-related costs associated with finance, legal, administration, and information technology functions, as well as third party legal, accounting, and other administrative costs. General and administrative expenses increased $2.1 million, or 21%, to $12.2 million in the three months ended March 31, 2026, compared to $10.1 million in the three months ended March 31, 2025. The increase in general and administrative expenses is primarily due to higher personnel-related costs including stock-based compensation expense and higher bad debt expense due to one customer defaulting on a payment plan, partially offset by lower audit and accounting fees during the three months ended March 31, 2026 compared to the same period in 2025.
Amortization of Acquired Intangibles and Acquisition-related costs
Amortization of acquired intangibles and acquisition-related costs include amortization of intangible assets, adjustments recorded due to changes in the fair value of contingent consideration, and other costs associated with acquisitions. Amortization of acquired intangibles and acquisition-related costs decreased $0.3 million, or 8%, to $3.3 million in the three months ended March 31, 2026, compared to $3.6 million in the three months ended March 31, 2025. The decrease is primarily due to a decrease in amortization expense of intangible assets from previous acquisitions that were fully amortized prior to the three months ended March 31, 2026 compared to the same period in 2025.
Restructuring Costs
Restructuring costs consist of employee severance obligations and other related costs. Restructuring costs were immaterial in the three months ended March 31, 2026. Restructuring costs were immaterial in the three months ended March 31, 2025.
Interest Expense
Interest expense decreased $0.9 million, or 40%, to $1.5 million for the three months ended March 31, 2026, compared to $2.4 million for the three months ended March 31, 2025. The current quarter consisted of $0.8 million of amortization of debt discount and issuance costs and $0.7 million of cash interest, compared to $2.1 million of amortization and $0.3 million of cash interest in the prior year quarter. The decrease was primarily attributable to lower amortization of debt discount and issuance costs following repayment of the 2026 Notes in February 2026, partially offset by interest expense on the Term Loan drawn in January 2026.
Other Income (Expense), Net
Other income (expense), net includes interest income net of amortization and net realized gains or losses on our marketable securities portfolio, and foreign currency transactional gains and losses. Other income (expense), net decreased $0.5 million, or 43%, to $0.6 million of income in the three months ended March 31, 2026, compared to $1.1 million of income in the three months ended March 31, 2025. The decrease was primarily due to higher loss on foreign currency exchange transactional losses from changes in foreign currency rates and decreased investment income as a result of reduced average cash and investment balances following debt repayment activities in the three months ended March 31, 2026, as compared to the same period in 2025.
22
Income Tax Benefit (Provision)
For the three months ended March 31, 2026, we recorded an income tax provision of $3.2 million which yielded an effective tax rate of 25%. For the three months ended March 31, 2025, we recorded an income tax provision of $0.9 million which yielded an effective tax rate of 9%. The difference between the U.S. federal statutory tax rate and our effective tax rate for the three months ended March 31, 2026 was primarily due to a mix of worldwide income, the impact of non-deductible executive compensation, as well as the impact of the global intangible low-taxed income inclusion and federal, state and foreign research and development credits on the tax provision. The difference between the U.S. federal statutory tax rate and our effective tax rate for the three months ended March 31, 2025 was primarily due to a mix of worldwide income, the impact of non-deductible executive compensation, release of valuation allowances relating to one of the Company's operations in a foreign jurisdiction, as well as the impact of stock-based compensation, and federal, state and foreign research and development credits on the tax provision.
Comparison of the Six Months Ended March 31, 2026 and 2025
The following table summarizes certain aspects of our results of operations for the six months ended March 31, 2026 and 2025 (amounts in thousands, except percentages):
| Six Months Ended March 31, | |||||||||||||||||||||||||||||||||||
| Percentage of Total Revenue | Increase (Decrease) | ||||||||||||||||||||||||||||||||||
| 2026 | 2025 | 2026 | 2025 | $ | % | ||||||||||||||||||||||||||||||
| Revenue | |||||||||||||||||||||||||||||||||||
| Software license | $ | 39,851 | $ | 38,685 | 40 | % | 43 | % | $ | 1,166 | 3 | % | |||||||||||||||||||||||
SaaS, maintenance, and other | 59,234 | 50,498 | 60 | % | 57 | % | 8,736 | 17 | % | ||||||||||||||||||||||||||
| Total revenue | $ | 99,085 | $ | 89,183 | 100 | % | 100 | % | $ | 9,902 | 11 | % | |||||||||||||||||||||||
| Cost of revenue | 16,965 | 12,475 | 17 | % | 14 | % | 4,490 | 36 | % | ||||||||||||||||||||||||||
| Selling and marketing | 17,749 | 20,235 | 18 | % | 23 | % | (2,486) | (12) | % | ||||||||||||||||||||||||||
| Research and development | 14,940 | 18,089 | 15 | % | 20 | % | (3,149) | (17) | % | ||||||||||||||||||||||||||
| General and administrative | 23,318 | 21,999 | 24 | % | 25 | % | 1,319 | 6 | % | ||||||||||||||||||||||||||
Amortization of acquired intangibles and acquisition-related costs | 6,609 | 7,257 | 7 | % | 8 | % | (648) | (9) | % | ||||||||||||||||||||||||||
| Restructuring costs | 515 | 837 | 1 | % | 1 | % | (322) | (38) | % | ||||||||||||||||||||||||||
| Interest expense | 3,992 | 4,805 | 4 | % | 5 | % | (813) | (17) | % | ||||||||||||||||||||||||||
| Other income, net | 2,137 | 1,673 | 2 | % | 2 | % | 464 | 28 | % | ||||||||||||||||||||||||||
| Income tax benefit (provision) | (4,826) | (619) | 5 | % | 1 | % | (4,207) | nm | |||||||||||||||||||||||||||
| Net income | $ | 12,308 | $ | 4,540 | 12 | % | 5 | % | $ | 7,768 | 171 | % | |||||||||||||||||||||||
nm - not meaningful
Revenue
Total revenue increased $9.9 million, or 11%, to $99.1 million in the six months ended March 31, 2026, compared to $89.2 million in the six months ended March 31, 2025. Software license revenue increased $1.2 million, or 3%, to $39.9 million in the six months ended March 31, 2026, compared to $38.7 million in the six months ended March 31, 2025. This increase is primarily due to increases in revenue from our standalone biometrics ID Live and our CheckReader™ products, partially offset by a decrease in our Mobile Deposit® software products in the six months ended March 31, 2026, compared to the same period in 2025. SaaS, maintenance and other revenue increased $8.7 million, or 17%, to $59.2 million in the six months ended March 31, 2026, compared to $50.5 million in the six months ended March 31, 2025. This increase is primarily due to strong growth in revenue from our Mobile Verify®, MiVIP, Mobile Deposit®, and Check Fraud Defender products in the six months ended March 31, 2026, compared to the same period in 2025.
Cost of Revenue
Cost of revenue includes personnel costs related to billable services and software support, direct costs associated with our hardware products, hosting costs, and the costs of royalties for third party products embedded in our products. Cost of revenue increased $4.5 million, or 36%, to $17.0 million in the six months ended March 31, 2026, compared to $12.5 million in the six months ended March 31, 2025. The increase in cost of revenue is primarily due to an increase in SaaS revenue as well as increased investment in our SaaS products and increases in service intensive customer work with more personnel costs directly supporting our customers during the six months ended March 31, 2026, compared to the same period in 2025.
23
Selling and Marketing Expenses
Selling and marketing expenses include payroll, employee benefits, stock-based compensation, and other headcount-related costs associated with sales, marketing, and customer success personnel. Selling and marketing expenses also include non-billable costs of professional services personnel, advertising expenses, product promotion costs, trade shows, and other brand awareness programs. Selling and marketing expenses decreased $2.5 million, or 12%, to $17.7 million in the six months ended March 31, 2026, compared to $20.2 million in the six months ended March 31, 2025. The decrease in selling and marketing expense is primarily due to a re-allocation of headcount to focus on service intensive customer work, $2.1 million increase in deferred contract costs, and lower stock-based compensation expense associated with roles that have exited the organization in the six months ended March 31, 2026 compared to the same period in 2025.
Research and Development Expenses
Research and development expenses include payroll, employee benefits, stock-based compensation, third party contractor expenses, and other headcount-related costs associated with software engineering and mobile capture science. Research and development expenses decreased $3.1 million, or 17%, to $14.9 million in the six months ended March 31, 2026, compared to $18.1 million in the six months ended March 31, 2025. The decrease in research and development expenses is primarily due to increased capitalization of costs for internal-use software of $2.4 million commensurate with alignment of priorities and resources to focus on plaform-level capabilities. The decrease in research and development expenses are also driven by lower stock-based compensation expense of $2.2 million, reflecting ongoing optimization of our cost structure and strategic realignment of resources toward platform-level capabilities including reversal of expense for roles that exited the organization as part of this realignment in the six months ended March 31, 2026 compared to the same period in 2025.
General and Administrative Expenses
General and administrative expenses include payroll, employee benefits, stock-based compensation, and other headcount-related costs associated with finance, legal, administration, and information technology functions, as well as third party legal, accounting, and other administrative costs. General and administrative expenses increased $1.3 million, or 6%, to $23.3 million in the six months ended March 31, 2026, compared to $22.0 million in the six months ended March 31, 2025. The increase was primarily due to higher personnel-related costs including stock-based compensation expense, partially offset by lower audit, accounting and tax fees, lower executive transition costs, and lower legal and other costs as we replaced full-time consultants with full-time employees during the six months ended March 31, 2026, compared to the same period in 2025.
Amortization of acquired intangibles and acquisition-related costs
Amortization of acquired intangibles and acquisition-related costs include amortization of intangible assets, adjustments recorded due to changes in the fair value of contingent consideration, and other costs associated with acquisitions. Amortization of acquired intangibles and acquisition-related costs decreased $0.6 million, or 9%, to $6.6 million in the six months ended March 31, 2026, compared to $7.3 million in the six months ended March 31, 2025. This decrease is primarily due to a decrease in amortization expense of intangible assets from previous acquisitions that had been fully amortized during the six months ended March 31, 2026, compared to the same period in 2025.
Restructuring Costs
Restructuring costs consist of employee severance obligations and other related costs. Restructuring costs were $0.5 million in the six months ended March 31, 2026 related to a restructuring that occurred in the first quarter of fiscal 2026. Restructuring costs were $0.8 million in the six months ended March 31, 2025 and related to a restructuring that occurred in the first quarter of fiscal 2025.
Interest Expense
Interest expense decreased $0.8 million, or 17%, to $4.0 million for the six months ended March 31, 2026, compared to $4.8 million for the six months ended March 31, 2025. The current period consisted of $3.0 million of amortization of debt discount and issuance costs and $1.0 million of cash interest, compared to $4.2 million of amortization and $0.6 million of cash interest in the prior year period. The decrease in amortization following repayment of the 2026 Notes in February 2026 was partially offset by approximately two months of cash interest on the Term Loan drawn in January 2026.
Other Income (Expense), Net
Other income (expense), net includes interest income net of amortization and net realized gains or losses on our marketable securities portfolio and foreign currency transactional gains or losses. Other income (expense), net increased $0.5 million, or 28%, to $2.1 million income in the six months ended March 31, 2026, compared to $1.7 million income in the six months ended March 31,
24
2025. The increase was primarily due to an increase in interest income received from our marketable securities in the six months ended March 31, 2026 as compared to the same period in 2025.
Income Tax Benefit (Provision)
For the six months ended March 31, 2026, we recorded an income tax provision of $4.8 million which yielded an effective tax rate of 28%. For the six months ended March 31, 2025, we recorded an income tax provision of $0.6 million which yielded an effective tax rate of 12%. The difference between the U.S. federal statutory tax rate and our effective tax rate for the six months ended March 31, 2026 was primarily due to a mix of worldwide income, the impact of non-deductible executive compensation, as well as the impact of the global intangible low-taxed income inclusion and federal, state and foreign research and development credits on the tax provision. The difference between the U.S. federal statutory tax rate and our effective tax rate for the six months ended March 31, 2025 was primarily due to a mix of worldwide income, the impact of non-deductible executive compensation, release of valuation allowances relating to one of the Company's operations in a foreign jurisdiction, as well as the impact of stock-based compensation, and federal, state and foreign research and development credits on the tax provision.
Liquidity and Capital Resources
Cash generated from operations, proceeds from the issuance of the 2026 Notes (as defined above) and proceeds from the Term Loan (as defined below) have historically been our primary sources of liquidity to fund operations and investments to grow our business. Our additional sources of liquidity include available cash balances and the Revolving Line (as defined below). On March 31, 2026, we had $77.6 million in cash and cash equivalents and investments compared to $196.5 million on September 30, 2025, a decrease of $118.9 million, or 61%. This decrease was primarily driven by the repayment of $155.3 million for the 2026 Notes, and share repurchases of $17.8 million, partially offset by $50.0 million in borrowings under the Term Loan and cash generated from operations. In summary, our cash flows from continuing operations were as follows (amounts in thousands):
| Six Months Ended March 31, | |||||||||||
| 2026 | 2025 | ||||||||||
Cash provided by (used in) operating activities | $ | 7,073 | $ | 14,308 | |||||||
Cash provided by (used in) investing activities | 31,160 | 460 | |||||||||
Cash provided by (used in) financing activities | (122,620) | (3,093) | |||||||||
Cash Flows from Operating Activities
Cash flows related to operating activities are dependent on net income, adjustments to net income and changes in working capital. Net cash provided by operating activities during the six months ended March 31, 2026 was $7.1 million and resulted primarily from net non-cash charges of $20.3 million and net income of $12.3 million, partially offset by changes in operating assets and liabilities of $25.6 million driven primarily by an increase in accounts receivable. The increase in accounts receivable of $26.9 million relates to large deals executed late in the quarter with cash collections anticipated in the fiscal third quarter, and is partially offset by a decrease in contract assets of $4.0 million and an increase in deferred revenue of $7.6 million. Net cash provided by operating activities during the six months ended March 31, 2025 was $14.3 million and resulted primarily from net non-cash charges of $15.8 million and net income of $4.5 million, partially offset by changes in operating assets and liabilities of $6.0 million, driven primarily by an increase in accounts receivable. The increase in accounts receivable of $18.9 million is partially offset by a decrease in contract assets of $5.6 million and an increase in deferred revenue of $7.9 million. The decrease in cash inflows from operating activities of $7.2 million during the six months ended March 31, 2026, compared to six months ended March 31, 2025 was primarily due to an increase in changes in operating assets and liabilities partially offset by higher net income and non-cash charges.
Cash Flows from Investing Activities
Net cash provided by investing activities was $31.2 million during the six months ended March 31, 2026, which consisted primarily of net sales and maturities of investments of $34.1 million, partially offset by capital expenditures of $3.0 million. Net cash provided by investing activities was $0.5 million during the six months ended March 31, 2025, which consisted primarily of net maturities of investments of $1.0 million, partially offset by capital expenditures of $0.6 million. The increase in cash inflows from investing activities of $30.7 million during the six months ended March 31, 2026, compared to six months ended March 31, 2025 was primarily due to an increase in net sales and maturities of investments in anticipation of the repayment of our 2026 Notes in the second fiscal quarter of 2026.
25
Cash Flows from Financing Activities
Net cash used in financing activities was $122.6 million during the six months ended March 31, 2026, primarily due to a $155.3 million repayment of our 2026 Notes in the second fiscal quarter of 2026, repurchases and retirements of Common Stock of $17.8 million and payment of tax withholding obligations related to net share settlements of equity awards of $2.1 million, partially offset by a Term Loan draw of $50.0 million, net proceeds from the issuance of equity plan Common Stock of $2.2 million, and proceeds on other borrowings of $0.3 million. Net cash used in financing activities was $3.1 million during the six months ended March 31, 2025, primarily due to repurchases and retirements of Common Stock of $3.3 million, partially offset by $0.3 million of net proceeds from the issuance of equity plan Common Stock. The increase in cash outflows from financing activities during the six months ended March 31, 2026 was primarily due to the repayment of our 2026 Notes and higher repurchases and retirements of Common Stock, partially offset by the draw on our Term Loan in the six months ended March 31, 2026.
0.75% Convertible Senior Notes due 2026
In February 2026, we repaid the $155.3 million in aggregate principal of our 0.75% senior notes due 2026 (the “2026 Notes”) at maturity. We funded the repayment through a combination of cash on hand, net sales and maturities of investments, and the $50.0 million Term loan draw described below.
Amended Credit Agreement - Revolving Credit Line and Term Loan
In January 2026, we borrowed $50.0 million under the Term Loan provided for in our Amended Credit Agreement, dated May 7, 2025. The Term Loan matures in May 2030, bears interest at a variable rate (term SOFR or WSJ prime, plus a margin tied to our net leverage ratio), and is secured on a first priority basis by substantially all of our assets. Quarterly amortization payments commenced on April 1, 2026. As of March 31, 2026, $50.0 million was outstanding under the Term Loan,and the Revolving Line was undrawn. See Note 8, "Debt," for additional information regarding the terms of the Amended Credit Agreement, including covenants and events of default.
The Amended Credit Agreement requires the Company to maintain a net leverage ratio of no more than 2.50 to 1.00 and if the Company consummates a permitted acquisition during the trailing twelve-month period, the net leverage ratio may not exceed 2.75 to 1.00. As of March 31, 2026, the Company was in compliance with the net leverage ratio covenant of the Amended Credit Agreement.
Other Borrowings
The Company has certain loan agreements with Spanish government agencies. These agreements have repayment periods of five to twelve years and bear interest rates ranging from —% to 3.72%. As of March 31, 2026, $4.5 million was outstanding under these agreements and $0.3 million and $4.3 million are recorded in other current liabilities and other non-current liabilities, respectively, in the condensed consolidated balance sheets. As of September 30, 2025, $4.3 million was outstanding under these agreements and approximately $0.3 million and $4.0 million is recorded in other current liabilities and other non-current liabilities, respectively, in the condensed consolidated balance sheets.
Share Repurchase Program
During the three and six months ended March 31, 2026, we repurchased and retired 760,238 shares for $7.8 million (average price of $10.24 per share) and 1,838,571 shares for $17.8 million (average price of $9.67 per share), respectively, under our 2024 Share Repurchase Program. As of March 31, 2026, $3.2 million remained available under the 2024 Share Repurchase Program, and the Board of Directors has authorized an additional $50.0 million repurchase program (announced February 2026) that will become effective at the completion of the 2024 Share Repurchase Program and will remain in effect for two years. We have not made any repurchases from April 1, 2026 through May 6, 2026. See Note 7, “Stockholders’ Equity” for additional information.
Other Liquidity Matters
At March 31, 2026, we had investments of $8.4 million, designated as available-for-sale debt securities, which consisted of commercial paper, corporate issuances, and government securities, carried at fair value as determined by quoted market prices for identical or similar assets, with unrealized gains and losses, net of tax, and reported as a separate component of stockholders’ equity. All securities for which maturity or sale is expected within one year are classified as “current” on the condensed consolidated balance sheets. All other securities are classified as “long-term” on the condensed consolidated balance sheets. At March 31, 2026, we had $8.4 million of our available-for-sale securities classified as current and none of our available-for-sale securities classified as long-term. At September 30, 2025, we had $38.9 million of our available-for-sale securities classified as current and $3.5 million of our available-for-sale securities classified as long-term.
26
We had working capital of $96.6 million at March 31, 2026, compared to $39.5 million at September 30, 2025. Our material cash requirements include repayment of the Term Loan as well as those related to leases as described in Note 10. “Leases” of the notes to the condensed consolidated financial statements included in Part I, Item 1 of this Form 10-Q. Based on our current operating plan we believe the current cash and cash equivalents, cash available under the Revolving Line, and cash expected to be generated from operations will be adequate to satisfy our material cash requirements as well as our working capital needs for at least the next twelve months from the date the financial statements are filed and for the foreseeable future.
Changes in Critical Accounting Estimates
Our discussion and analysis of our financial condition and results of operations are based on our condensed consolidated financial statements and accompanying notes, which have been prepared in accordance with accounting principles generally accepted in the U.S. The preparation of the condensed consolidated financial statements requires us to make estimates and judgments that affect the reported amounts of assets, liabilities, revenues and expenses and the related disclosure of contingent assets and liabilities. We review our estimates on an ongoing basis, including those related to revenue recognition, stock-based compensation, income taxes and the valuation of goodwill, intangibles and other long-lived assets. We base our estimates on historical experience and on various other assumptions that we believe to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities. Actual results may differ from these estimates under different assumptions or conditions. The critical accounting policies and estimates used in the preparation of our condensed consolidated financial statements are described in Item 7—“Management’s Discussion and Analysis of Financial Condition and Results of Operations,” in our 2025 Annual Report.
There have been no material changes to our critical accounting estimates from those disclosed in our 2025 Annual Report.
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.
For a complete discussion of the Company’s quantitative and qualitative disclosures about market risks, see the section titled Quantitative and Qualitative Disclosures About Market Risks in our 2025 Annual Report. Except as described below, there has been no material change in this information as of March 31, 2026.
Interest Rates
The primary objective of our investment activities is to preserve principal while at the same time maximizing after-tax yields without significantly increasing risk. To achieve this objective, we maintain our investment portfolio of cash equivalents and marketable securities in a variety of securities, including government securities, corporate debt securities, and commercial paper. We have not used derivative financial instruments in our investment portfolio, and none of our investments are held for trading or speculative purposes. Short-term and long-term debt securities are generally classified as available-for-sale and consequently are recorded on the condensed consolidated balance sheets at fair value with unrealized gains or losses reported as a separate component of accumulated other comprehensive income, net of estimated tax. As of March 31, 2026, our marketable securities had remaining maturities between approximately one and 5 months and a fair market value of $8.4 million, representing 2% of our total assets.
The fair value of our cash equivalents and debt securities is subject to change as a result of changes in market interest rates and investment risk related to the issuers’ credit worthiness. We do not utilize financial contracts to manage our investment portfolio’s exposure to changes in market interest rates. A hypothetical 100 basis point increase or decrease in market interest rates would not have a material impact on the fair value of our cash equivalents and debt securities due to the relatively short maturities of these investments. While changes in market interest rates may affect the fair value of our investment portfolio, any gains or losses will not be recognized in our results of operations unless the investment is sold prior to maturity or if the reduction in fair value was determined to be an other-than-temporary impairment.
Foreign Currency Risk
We have operations in the United Kingdom, France, the Netherlands, and Spain that are exposed to fluctuations in the foreign currency exchange rate between the U.S. dollar, the Euro, and the British pound sterling. The functional currency of our French, Dutch, and Spanish operations is the Euro and the functional currency of our United Kingdom operations is the British pound sterling. Our results of operations and cash flows are subject to fluctuations due to changes in foreign currency exchange rates. Translation adjustments resulting from translating the functional currency financial statements into U.S. dollar equivalents are reported separately in the condensed consolidated statements of operations and comprehensive income (loss).
Inflation
We do not believe that inflation had a material effect on our business, financial condition or results of operations during either of the six months ended March 31, 2026 or 2025. If our costs were to become subject to significant inflationary pressures, we may not be able to fully offset such higher costs through price increases. Our inability or failure to do so could harm our business, financial condition, and results of operations.
27
ITEM 4. CONTROLS AND PROCEDURES
Disclosure Controls and Procedures
Under the supervision and with the participation of our management, including our principal executive officer and principal financial officer, we conducted an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures, as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), as of the end of the period covered by this report.
In designing and evaluating our disclosure controls and procedures, management recognizes that any disclosure controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives. In addition, the design of disclosure controls and procedures must reflect the fact that there are resource constraints and that management is required to apply its judgment in evaluating the benefits of possible controls and procedures relative to their costs.
Based on management’s evaluation, our principal executive officer and principal financial officer concluded that, as of the end of the period covered by this report, our disclosure controls and procedures are designed to, and are effective to, provide assurance at a reasonable level, that the information we are required to disclose in reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in Securities and Exchange Commission (“SEC”) rules and forms, and that such information is accumulated and communicated to our management, including our chief executive officer and chief financial officer, as appropriate, to allow timely decisions regarding required disclosures.
Changes in Internal Control over Financial Reporting
Under the supervision and with the participation of our management, including our principal executive officer and principal financial officer, we conducted an evaluation of any changes in our internal control over financial reporting (as such term is defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) that occurred during our most recently completed fiscal quarter. Based on that evaluation, our principal executive officer and principal financial officer concluded that there have been no changes in the Company’s internal control over financial reporting during the quarter ended March 31, 2026 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
28
PART II
OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
The information in Note 9 of the notes to the condensed consolidated financial statements included Part I, Item I of this Form 10-Q is incorporated herein by reference.
ITEM 1A. RISK FACTORS
While we attempt to identify, manage, and mitigate risks and uncertainties associated with our business to the extent practical under the circumstances, some level of risk and uncertainty will always be present. Item 1A—“Risk Factors” in our 2025 Annual Report describes some of the risks and uncertainties associated with our business, which we strongly encourage you to review. These risks and uncertainties have the potential to materially affect our business, financial condition, results of operations, cash flows, projected results, and future prospects. There have been no material changes in our risk factors from those disclosed in our 2025 Annual Report.
ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
There were no unregistered sales of the Company’s equity securities during the quarter ended March 31, 2026, that were not previously disclosed in a Current Report on Form 8-K.
The following table is a summary of the Company’s purchases of its common stock during the quarter ended March 31, 2026:
Period | Total number of shares (or units) purchased | Average price paid per share (or unit) | Total number of shares (or units) purchased as part of publicly announced plans or programs(1) | Maximum number (or approximate dollar value) of shares (or units) that may yet be purchased under the plans or programs | ||||||||||
| January 1, 2026 — January 31, 2026 | 569,138 | $ | 10.21 | 569,138 | $ | 5,561,963 | ||||||||
| February 1, 2026 — February 28, 2026 | 191,100 | $ | 9.85 | 191,100 | $ | 53,679,666 | ||||||||
| March 1, 2026 — March 31, 2026 | — | $ | — | — | $ | 53,679,666 | ||||||||
(1) In May 2024, our Board of Directors authorized a share repurchase program for up to $50.0 million of our common stock, effective May 16, 2024 and expiring May 16, 2026 (the "2024 Share Repurchase Program"). On February 5, 2026, we announced the Board authorized an additional $50.0 million share repurchase program, which will become effective upon completion of the 2024 Share Repurchase Program and remain effective for two years thereafter. The timing and amount of repurchases depend on market conditions and other factors, and the programs may be suspended or discontinued at any time. See Note 7, "Stockholders' Equity," to the condensed consolidated financial statements for additional information.
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
None.
ITEM 4. MINE SAFETY DISCLOSURES
None.
ITEM 5. OTHER INFORMATION
29
ITEM 6. EXHIBITS
| Exhibit No. | Description | Incorporated by Reference from Document | ||||||||||||
| 3.1 | (1) | |||||||||||||
| 3.2 | (2) | |||||||||||||
| 3.3 | (3) | |||||||||||||
| 3.4 | (4) | |||||||||||||
10.1 | (5) | |||||||||||||
10.2 | (6) | |||||||||||||
| 31.1 | * | |||||||||||||
| 31.2 | * | |||||||||||||
| 32.1 | * | |||||||||||||
| 101.INS | Inline XBRL Instance Document. The instance document does not appear in the interactive data file because its XBRL tags are embedded within the inline XBRL document. | * | ||||||||||||
| 101.SCH | Inline XBRL Taxonomy Extension Schema Linkbase Document. | * | ||||||||||||
| 101.CAL | Inline XBRL Taxonomy Extension Calculation Linkbase Document. | * | ||||||||||||
| 101.DEF | Inline XBRL Taxonomy Extension Definition Linkbase Document. | * | ||||||||||||
| 101.LAB | Inline XBRL Taxonomy Extension Label Linkbase Document. | * | ||||||||||||
| 101.PRE | Inline XBRL Taxonomy Extension Presentation Linkbase Document. | * | ||||||||||||
| 104 | Cover Page Interactive Data File (formatted as inline XBRL and contained in Exhibit 101). | * | ||||||||||||
| * | Filed herewith. | |||||||
# | Management contract, compensatory plan arrangement. | |||||||
| (1) | Incorporated by reference to Exhibit 3.1 to the Company’s Annual Report on Form 10-K for the fiscal year ended September 30, 2014, filed with the SEC on December 5, 2014. | |||||||
| (2) | Incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K filed with the SEC on March 8, 2022. | |||||||
| (3) | Incorporated by reference to Exhibit 3.3 to the Company’s Annual Report on Form 10-K filed with the SEC on March 19, 2024. | |||||||
| (4) | Incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K filed with the SEC on October 23, 2018. | |||||||
| (5) | Incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K filed with the SEC on March 6, 2026. | |||||||
| (6) | Incorporated by reference to Exhibit 4.2 to the Company’s Current Report on Form 8-K filed with the SEC on March 6, 2026. | |||||||
30
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.
| May 7, 2026 | MITEK SYSTEMS, INC. | ||||||||||
| By: | /s/ Edward H. West | ||||||||||
Edward H. West | |||||||||||
Chief Executive Officer (Principal Executive Officer) | |||||||||||
| By: | /s/ David Lyle | ||||||||||
| David Lyle | |||||||||||
Chief Financial Officer (Principal Financial Officer) | |||||||||||
31
Exhibit 31.1
CERTIFICATION OF CHIEF EXECUTIVE OFFICER
Pursuant to Rule 13a-14(a) adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
I, Edward H. West, certify that:
1.I have reviewed this quarterly report on Form 10-Q of Mitek Systems, Inc.;
2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations, and cash flows of the registrant as of, and for, the periods presented in this report;
4.The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
a.Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
b.Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
c.Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
d.Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
5.The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
a.All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize, and report financial information; and
b.Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
| May 7, 2026 | /s/ Edward H. West | |||||||
| Edward H. West | ||||||||
| Chief Executive Officer (Principal Executive Officer) | ||||||||
Exhibit 31.2
CERTIFICATION OF CHIEF FINANCIAL OFFICER
Pursuant to Rule 13a-14(a) adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
I, David Lyle, certify that:
1.I have reviewed this quarterly report on Form 10-Q of Mitek Systems, Inc.;
2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations, and cash flows of the registrant as of, and for, the periods presented in this report;
4.The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
a.Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
b.Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
c.Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
d.Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
5.The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
a.All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize, and report financial information; and
b.Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
| May 7, 2026 | /s/ David Lyle | |||||||
| David Lyle | ||||||||
| Chief Financial Officer (Principal Financial Officer) | ||||||||
Exhibit 32.1
CERTIFICATIONS
PURSUANT TO SECTION 18 U.S.C. SECTION 1350
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
Each of the undersigned, in his capacity as the principal executive officer or principal financial officer of Mitek Systems, Inc. (the “Company”), as the case may be, hereby certifies, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that, to the best of his knowledge:
1.This Quarterly Report of the Company on Form 10-Q for the period ended March 31, 2026 (this “Quarterly Report”) fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and
2.The information contained in this Quarterly Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
| May 7, 2026 | /s/ Edward H. West | |||||||
| Edward H. West | ||||||||
| Chief Executive Officer (Principal Executive Officer) | ||||||||
| May 7, 2026 | /s/ David Lyle | |||||||
| David Lyle | ||||||||
| Chief Financial Officer (Principal Financial Officer) | ||||||||
A signed original of this written statement required by Section 906 of the Sarbanes-Oxley Act of 2002 has been provided to the Company and will be retained by the Company and furnished to the Securities and Exchange Commission (“SEC”) or its staff upon request.
This certification accompanies this Quarterly Report to which it relates, is not deemed filed with the SEC and is not to be incorporated by reference into any filing of the Company under the Securities Act of 1933, as amended, or the Exchange Act (whether made before or after the date of this Quarterly Report), irrespective of any general incorporation language contained in such filing.