MITEK SYSTEMS INC

Code

S

Shares

152,529

Price

$13.92

Footnotes

5

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