MITK · Mitek Systems Inc

The price reported is a weighted average price. These shares were sold in multiple transactions at prices ranging from $13.94 - $14.66, inclusive. The reporting person undertakes to provide to Mitek Systems, Inc., any security holder of Mitek Systems, Inc., or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in this footnote.

Represents the shares sold on behalf of the reporting person to pay withholding taxes upon the vesting of 240,384 Performance RSUs and 30,048 restricted stock units. This sale does not represent a discretionary trade by the reporting person.

The price reported is a weighted average price. These shares were sold in multiple transactions at prices ranging from $13.92 to $14.02, inclusive. The reporting person undertakes to provide to Mitek Systems, Inc., any security holder of Mitek Systems, Inc., or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in this footnote.

On April 25, 2025, the reporting person was granted Performance RSUs, which vest based upon the achievement of certain performance criteria over the three year period following the date of grant (each such year, a "Performance Period"), with up to 33% of such units vesting (on each anniversary of the date of grant) with respect to each applicable Performance Period. For the April 25, 2026 vesting, 200% of the target shares vested based on the achievement of the performance criteria described below.

The annual performance criteria for each annual Performance Period is for the % increase in value of Mitek's common stock to meet or exceed the % increase in value of the Russell 2000 Index over the applicable annual Performance Period, based on a hypothetical investment in both Mitek's common stock and the Russell 2000 Index with a purchase price equal to the average closing price of each for the 20-trading days immediately preceding the start of the applicable Performance Period. At the end of the applicable Performance Period, the value of the hypothetical investments is determined by assuming the sale of each based on the average closing price of each from the immediately preceding 20-trading days. The % change is determined by comparing the increase in value to the starting investment.

Performance restricted stock units ("Performance RSUs") convert into common stock on a one-for-one basis.

On April 25, 2025, the reporting person was granted Performance RSUs, which vest based upon the achievement of certain performance criteria over the three year period following the date of grant (each such year, a "Performance Period"), with up to 33% of such units vesting (on each anniversary of the date of grant) with respect to each applicable Performance Period. For the April 25, 2026 vesting, 200% of the target shares vested based on the achievement of the performance criteria described below.

The annual performance criteria for each annual Performance Period is for the % increase in value of Mitek's common stock to meet or exceed the % increase in value of the Russell 2000 Index over the applicable annual Performance Period, based on a hypothetical investment in both Mitek's common stock and the Russell 2000 Index with a purchase price equal to the average closing price of each for the 20-trading days immediately preceding the start of the applicable Performance Period. At the end of the applicable Performance Period, the value of the hypothetical investments is determined by assuming the sale of each based on the average closing price of each from the immediately preceding 20-trading days. The % change is determined by comparing the increase in value to the starting investment.

The price reported is a weighted average price. These shares were sold in multiple transactions at prices ranging from $14.66 - $14.85, inclusive. The reporting person undertakes to provide to Mitek Systems, Inc., any security holder of Mitek Systems, Inc., or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in this footnote.

Represents restricted stock units granted on March 3, 2026. This award is the annual equity grant that the Issuer makes to its non-employee directors as part of the director compensation program in connection with its annual meeting of stockholders. Shares subject to the award vest at the later of the date of the next Annual Shareholders Meeting or one year after the date of grant.

Represents restricted stock units granted on March 3, 2026. This award is the annual equity grant that the Issuer makes to its non-employee directors as part of the director compensation program in connection with its annual meeting of stockholders. Shares subject to the award vest at the later of the date of the next Annual Shareholders Meeting or one year after the date of grant.

Represents restricted stock units granted on March 3, 2026. This award is the annual equity grant that the Issuer makes to its non-employee directors as part of the director compensation program in connection with its annual meeting of stockholders. Shares subject to the award vest at the later of the date of the next Annual Shareholders Meeting or one year after the date of grant.

Represents restricted stock units granted on March 3, 2026. This award is the annual equity grant that the Issuer makes to its non-employee directors as part of the director compensation program in connection with its annual meeting of stockholders. Shares subject to the award vest at the later of the date of the next Annual Shareholders Meeting or one year after the date of grant.

Represents restricted stock units granted on March 3, 2026. This award is the annual equity grant that the Issuer makes to its non-employee directors as part of the director compensation program in connection with its annual meeting of stockholders. Shares subject to the award vest at the later of the date of the next Annual Shareholders Meeting or one year after the date of grant.

Represents restricted stock units granted on March 3, 2026. This award is the annual equity grant that the Issuer makes to its non-employee directors as part of the director compensation program in connection with its annual meeting of stockholders. Shares subject to the award vest at the later of the date of the next Annual Shareholders Meeting or one year after the date of grant.

Represents restricted stock units granted on March 3, 2026. This award is the annual equity grant that the Issuer makes to its non-employee directors as part of the director compensation program in connection with its annual meeting of stockholders. Shares subject to the award vest at the later of the date of the next Annual Shareholders Meeting or one year after the date of grant.

Represents restricted stock units granted on February 5, 2026 under the Issuer's Amended and Restated 2020 Incentive Plan (the ''2020 Plan''). Shares subject to the award vest over four years from the date of grant, with 25% of the shares subject to the award vesting on the first anniversary of the date of grant and an additional 25% of the shares vesting on each subsequent anniversary of the date of grant thereafter.

Represents target performance restricted stock units (''Performance RSUs'') granted on February 5, 2026 under the 2020 Plan, which vest based upon the achievement of certain performance criteria on the third anniversary of the date of grant. Performance criteria is the percentage increase in value of the Issuer's common stock compared to the percentage increase in value of the Russell 2000 Index over a three-year period (the "Performance Period"). The final potential payout will range from 50% to 200% of the number of awarded target Performance RSUs, based on an attainment between 75% to 125% compared to the Russell 2000 Index. The attainment below 75% will result in a 0% payout.

For the purposes of determining the percentage increase in value of the Issuer's common stock and the Russell 2000 Index, a hypothetical investment of $100 will be made in both the Issuer's common stock and the Russell 2000 Index with a purchase price equal to the average closing price of each for the 40-trading days immediately preceding the start of the Performance Period. At the end of the Performance Period, the value of the hypothetical investments shall be determined by assuming the sale of each based on the average closing price of each from the immediately preceding 40-trading days. The percentage change shall be determined by comparing the increase in value to the starting investment of $100.

Represents the disposition of shares that were withheld by the Issuer to pay withholding taxes upon the vesting of 12,958 Performance RSUs and 14,546 restricted stock units.

Performance restricted stock units ("Performance RSUs") convert into common stock on a one-for-one basis.

On January 2, 2024, the reporting person was granted Performance RSUs, which vest based upon the achievement of certain performance criteria over the three year period following the date of grant (each such year, a "Performance Period"), with up to 33% of such units vesting (on each anniversary of the date of grant) with respect to each applicable Performance Period. For the January 2, 2026 vesting, approximately 67% of the target shares vested based on the achievement of the performance criteria described below.

The annual performance criteria for each annual Performance Period is for the % increase in value of Mitek's common stock to meet or exceed the % increase in value of the Russell 2000 Index over the applicable annual Performance Period, based on a hypothetical investment in both Mitek's common stock and the Russell 2000 Index with a purchase price equal to the average closing price of each for the 20-trading days immediately preceding the start of the applicable Performance Period. At the end of the applicable Performance Period, the value of the hypothetical investments is determined by assuming the sale of each based on the average closing price of each from the immediately preceding 20-trading days. The % change is determined by comparing the increase in value to the starting investment.

Additionally, a portion of the Performance RSUs may vest during a later Performance Period if the cumulative % increase in value of Mitek common stock measured over the current and all previous Performance Periods exceeds the cumulative % increase in value of the Russell 2000 Index.

Represents the disposition of shares that were withheld by the Issuer to pay withholding taxes upon the vesting of 20,016 Performance RSUs and 17,281 restricted stock units.

Performance restricted stock units ("Performance RSUs") convert into common stock on a one-for-one basis.

On December 10, 2023, the reporting person was granted Performance RSUs, which vest based upon the achievement of certain performance criteria over the three year period following the date of grant (each such year, a "Performance Period"), with up to 33% of such units vesting (on each anniversary of the date of grant) with respect to each applicable Performance Period. For the December 10, 2025 vesting, approximately 87% of the target shares vested based on the achievement of the performance criteria described below.

The annual performance criteria for each annual Performance Period is for the % increase in value of Mitek's common stock to meet or exceed the % increase in value of the Russell 2000 Index over the applicable annual Performance Period, based on a hypothetical investment in both Mitek's common stock and the Russell 2000 Index with a purchase price equal to the average closing price of each for the 20-trading days immediately preceding the start of the applicable Performance Period. At the end of the applicable Performance Period, the value of the hypothetical investments is determined by assuming the sale of each based on the average closing price of each from the immediately preceding 20-trading days. The % change is determined by comparing the increase in value to the starting investment.

Additionally, a portion of the Performance RSUs may vest during a later Performance Period if the cumulative % increase in value of Mitek common stock measured over the current and all previous Performance Periods exceeds the cumulative % increase in value of the Russell 2000 Index.

Represents the disposition of shares that were withheld by the Issuer to pay withholding taxes upon the vesting of 20,479 Performance RSUs and 16,556 restricted stock units.

On December 8, 2024, the reporting person was granted Performance RSUs, which vest based upon the achievement of certain performance criteria over the three year period following the date of grant (each such year, a "Performance Period"), with up to 33% of such units vesting (on each anniversary of the date of grant) with respect to each applicable Performance Period. For the December 8, 2025 vesting, approximately 93% of the target shares vested based on the achievement of the performance criteria described below, and the remaining were cancelled.

The annual performance criteria for each annual Performance Period is for the % increase in value of Mitek's common stock to meet or exceed the % increase in value of the Russell 2000 Index over the applicable annual Performance Period, based on a hypothetical investment in both Mitek's common stock and the Russell 2000 Index with a purchase price equal to the average closing price of each for the 20-trading days immediately preceding the start of the applicable Performance Period. At the end of the applicable Performance Period, the value of the hypothetical investments is determined by assuming the sale of each based on the average closing price of each from the immediately preceding 20-trading days. The % change is determined by comparing the increase in value to the starting investment.

Performance restricted stock units (the "Performance RSUs") convert into common stock on a one-for-one basis.

Performance restricted stock units ("Performance RSUs") convert into common stock on a one-for-one basis.

Represents the disposition of shares that were withheld by the Issuer to pay withholding taxes upon the vesting of 14,506 Performance RSUs and 11,727 restricted stock units.

On December 8, 2024, the reporting person was granted Performance RSUs, which vest based upon the achievement of certain performance criteria over the three year period following the date of grant (each such year, a "Performance Period"), with up to 33% of such units vesting (on each anniversary of the date of grant) with respect to each applicable Performance Period. For the December 8, 2025 vesting, approximately 93% of the target shares vested based on the achievement of the performance criteria described below, and the remaining were cancelled.

The annual performance criteria for each annual Performance Period is for the % increase in value of Mitek's common stock to meet or exceed the % increase in value of the Russell 2000 Index over the applicable annual Performance Period, based on a hypothetical investment in both Mitek's common stock and the Russell 2000 Index with a purchase price equal to the average closing price of each for the 20-trading days immediately preceding the start of the applicable Performance Period. At the end of the applicable Performance Period, the value of the hypothetical investments is determined by assuming the sale of each based on the average closing price of each from the immediately preceding 20-trading days. The % change is determined by comparing the increase in value to the starting investment.

Represents restricted stock units granted on November 19, 2025 under the Issuer's Amended and Restated 2020 Incentive Plan (the ''2020 Plan''). Shares subject to the award vest over four years from the date of grant, with 25% of the shares subject to the award vesting on the first anniversary of the date of grant and an additional 25% of the shares vesting on each subsequent anniversary of the date of grant thereafter.

Represents target performance restricted stock units (''Performance RSUs'') granted on November 19, 2025 under the 2020 Plan, which vest based upon the achievement of certain performance criteria on the third anniversary of the date of grant (''Performance Period''). Performance criteria is the percentage increase in value of the Issuer's common stock compared to the percentage increase in value of the Russell 2000 Index over the Performance Period. The final potential payout will range from 50% to 200% of the number of awarded target Performance RSUs, based on an attainment between 75% to 125% compared to the Russell 2000 Index. The attainment below 75% will result in a 0% payout.

For the purposes of determining the percentage increase in value of the Issuer's common stock and the Russell 2000 Index, a hypothetical investment of $100 will be made in both the Issuer's common stock and the Russell 2000 Index with a purchase price equal to the average closing price of each for the 40-trading days immediately preceding the start of the Performance Period. At the end of the Performance Period, the value of the hypothetical investments shall be determined by assuming the sale of each based on the average closing price of each from the immediately preceding 40-trading days. The percentage change shall be determined by comparing the increase in value to the starting investment of $100.

Represents restricted stock units granted on November 19, 2025 under the Issuer's Amended and Restated 2020 Incentive Plan (the ''2020 Plan''). Shares subject to the award vest over four years from the date of grant, with 25% of the shares subject to the award vesting on the first anniversary of the date of grant and an additional 25% of the shares vesting on each subsequent anniversary of the date of grant thereafter.

Includes 2,000 and 784 shares acquired under the Mitek employee stock purchase plan on February 14, 2025 and August 15, 2025, respectively, in transactions that were exempt under both Rule 16b-3(d) and Rule 16b-3(c).

Represents restricted stock units granted on November 19, 2025 under the Issuer's Amended and Restated 2020 Incentive Plan (the ''2020 Plan''). Shares subject to the award vest over four years from the date of grant, with 25% of the shares subject to the award vesting on the first anniversary of the date of grant and an additional 25% of the shares vesting on each subsequent anniversary of the date of grant thereafter.

Represents target performance restricted stock units (''Performance RSUs'') granted on November 19, 2025 under the 2020 Plan, which vest based upon the achievement of certain performance criteria on the third anniversary of the date of grant (''Performance Period''). Performance criteria is the percentage increase in value of the Issuer's common stock compared to the percentage increase in value of the Russell 2000 Index over the Performance Period. The final potential payout will range from 50% to 200% of the number of awarded target Performance RSUs, based on an attainment between 75% to 125% compared to the Russell 2000 Index. The attainment below 75% will result in a 0% payout.

For the purposes of determining the percentage increase in value of the Issuer's common stock and the Russell 2000 Index, a hypothetical investment of $100 will be made in both the Issuer's common stock and the Russell 2000 Index with a purchase price equal to the average closing price of each for the 40-trading days immediately preceding the start of the Performance Period. At the end of the Performance Period, the value of the hypothetical investments shall be determined by assuming the sale of each based on the average closing price of each from the immediately preceding 40-trading days. The percentage change shall be determined by comparing the increase in value to the starting investment of $100.

Represents restricted stock units granted on November 19, 2025 under the Issuer's Amended and Restated 2020 Incentive Plan (the ''2020 Plan''). Shares subject to the award vest over four years from the date of grant, with 25% of the shares subject to the award vesting on the first anniversary of the date of grant and an additional 25% of the shares vesting on each subsequent anniversary of the date of grant thereafter.

Represents target performance restricted stock units (''Performance RSUs'') granted on November 19, 2025 under the 2020 Plan, which vest based upon the achievement of certain performance criteria on the third anniversary of the date of grant (''Performance Period''). Performance criteria is the percentage increase in value of the Issuer's common stock compared to the percentage increase in value of the Russell 2000 Index over the Performance Period. The final potential payout will range from 50% to 200% of the number of awarded target Performance RSUs, based on an attainment between 75% to 125% compared to the Russell 2000 Index. The attainment below 75% will result in a 0% payout.

For the purposes of determining the percentage increase in value of the Issuer's common stock and the Russell 2000 Index, a hypothetical investment of $100 will be made in both the Issuer's common stock and the Russell 2000 Index with a purchase price equal to the average closing price of each for the 40-trading days immediately preceding the start of the Performance Period. At the end of the Performance Period, the value of the hypothetical investments shall be determined by assuming the sale of each based on the average closing price of each from the immediately preceding 40-trading days. The percentage change shall be determined by comparing the increase in value to the starting investment of $100.

Represents target performance restricted stock units (''Performance RSUs'') granted on November 19, 2025 under the 2020 Plan, which vest based upon the achievement of certain performance criteria on the third anniversary of the date of grant (''Performance Period''). Performance criteria is the percentage increase in value of the Issuer's common stock compared to the percentage increase in value of the Russell 2000 Index over the Performance Period. The final potential payout will range from 50% to 200% of the number of awarded target Performance RSUs, based on an attainment between 75% to 125% compared to the Russell 2000 Index. The attainment below 75% will result in a 0% payout.

For the purposes of determining the percentage increase in value of the Issuer's common stock and the Russell 2000 Index, a hypothetical investment of $100 will be made in both the Issuer's common stock and the Russell 2000 Index with a purchase price equal to the average closing price of each for the 40-trading days immediately preceding the start of the Performance Period. At the end of the Performance Period, the value of the hypothetical investments shall be determined by assuming the sale of each based on the average closing price of each from the immediately preceding 40-trading days. The percentage change shall be determined by comparing the increase in value to the starting investment of $100.

On October 1, 2024, the reporting person was granted Performance RSUs, which vest based upon the achievement of certain performance criteria over the three year period following the date of grant (each such year, a "Performance Period"), with up to 33% of such units vesting (on each anniversary of the date of grant) with respect to each applicable Performance Period. Performance criteria is measured on both an annual and cumulative basis as described below.

The annual performance criteria for each annual Performance Period shall be for the % increase in value of Mitek's common stock to meet or exceed the % increase in value of the Russell 2000 Index over the applicable annual Performance Period, based on a hypothetical investment in both Mitek's common stock and the Russell 2000 Index with a purchase price equal to the average closing price of each for the 20-trading days immediately preceding the start of the applicable Performance Period. At the end of the applicable Performance Period, the value of the hypothetical investments shall be determined by assuming the sale of each based on the average closing price of each from the immediately preceding 20-trading days. The % change shall be determined by comparing the increase in value to the starting investment.

Additionally, a portion of the Performance RSUs may vest during a later Performance Period if the cumulative % increase in value of Mitek common stock measured over the current and all previous Performance Periods exceeds the cumulative % increase in value of the Russell 2000 Index.

Performance restricted stock units convert into common stock on a one-for-one basis.

Represents the disposition of shares that were withheld by the Issuer to pay withholding taxes upon the vesting of 46,856 restricted stock units and 223,524 performance restricted stock units (the "Performance RSUs").

The reported sale of 70,352 shares of Common Stock occurred automatically pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on March 14, 2025.

Represents the disposition of shares that were automatically sold by the Issuer to pay withholding taxes upon the vesting of 7,369 restricted stock units.

Represents 360,576 performance restricted stock units (the "Performance RSUs") granted on April 25, 2025. The Performance RSUs vest based upon the achievement of certain performance criteria over the three-year period following the date of grant (each such year, a "Performance Period"). Performance criteria is measured on both an annual and cumulative basis as described below. 360,576 of the Performance RSUs vest if certain at-target performance criteria is met (the "At-Target Performance RSUs") and 360,576 of the Performance RSUs vest if certain above-target performance criteria is met (the "Above-Target Performance RSUs"). The Performance RSUs were granted pursuant to an inducement award agreement outside of the 2020 Plan as a material inducement to the reporting person's acceptance of employment with the Issuer in accordance with NASDAQ Listing Rule 5635(c)(4).

With respect to the Performance RSUs, the annual performance criteria for each annual Performance Period shall be for the percentage increase in value of the Issuer's common stock to meet or exceed the percentage increase in value of the Russell 2000 Index over the applicable annual Performance Period.

Up to 33% of the Performance RSUs shall vest on each one-year anniversary of the date of grant if the annual performance criteria for the applicable Performance Period has been met. For the Issuer's common stock performance between 75% through 100% of the performance of the Russell 2000 Index, a pro-rata portion of the Performance RSUs will vest.

For the purposes of determining the percentage increase in value of the Issuer's common stock and the Russell 2000 Index, a hypothetical investment of $100 will be made in both the Issuer's common stock and the Russell 2000 Index with a purchase price equal to the average closing price of each for the 20-trading days immediately preceding the start of the applicable Performance Period. At the end of the applicable Performance Period, the value of the hypothetical investments shall be determined by assuming the sale of each based on the average closing price of each from the immediately preceding 20-trading days. The percentage change shall be determined by comparing the increase in value to the starting investment of $100.

Represents restricted stock units granted on April 25, 2025 (the "RSUs"). Shares subject to the award vest as follows: 25% shall vest on the first anniversary of the date of grant and thereafter an additional 25% shall vest on each subsequent anniversary of the grant date. The RSUs were granted pursuant to an inducement award agreement outside of the Issuer's Amended and Restated 2020 Incentive Plan (the "2020 Plan") as a material inducement to the reporting person's acceptance of employment with the Issuer in accordance with NASDAQ Listing Rule 5635(c)(4).