BELL ERIC CHRISTOPHER 4
4 · MITEK SYSTEMS INC · Filed Feb 6, 2026
Research Summary
AI-generated summary of this filing
Mitek (MITK) CAO Eric Bell Receives RSU and Performance Award
What Happened
- Eric Christopher Bell, Chief Accounting Officer of Mitek Systems, was granted two awards on February 5, 2026: 10,184 restricted stock units (RSUs) and 10,184 target performance RSUs. Both awards are reported as grants (transaction code A) at $0 cash consideration in the Form 4.
- The RSUs vest over four years (25% on the first anniversary, then 25% each year thereafter). The performance RSUs vest only after a three-year performance period and payout can range from 0% to 200% of target based on relative stock performance versus the Russell 2000.
Key Details
- Transaction date: 2026-02-05; reported on Form 4 filed 2026-02-06 (timely filing).
- Price paid: $0 (awarded, not purchased); reported value on Form 4 is $0.
- Shares after transaction: Not disclosed in the Form 4.
- Notable footnotes:
- F1: Time-based RSUs vest 25% per year over four years.
- F2: Performance RSUs vest on the 3rd anniversary and payout ranges from 0% to 200% of target based on achieving 75%–125% relative performance vs. the Russell 2000.
- F3: Relative performance is measured by comparing hypothetical $100 investments in Mitek stock and the Russell 2000 using 40-trading-day averages at start and end of the performance period.
- Transaction type: Award/grant (A); the performance award is listed as a derivative-type award in the filing.
Context
- These grants are compensation awards, not open-market purchases or sales, and are commonly used to retain and align executives with long-term shareholder value. The time-based RSUs provide time-vested ownership; the performance RSUs depend on relative stock performance and may result in more, fewer, or no shares paid out at vesting.
- No indication of tax-withholding sales, 10b5-1 plans, or other trading plans in the filing.
Insider Transaction Report
Form 4
BELL ERIC CHRISTOPHER
Chief Accounting Officer
Transactions
- Award
Common Stock
[F1]2026-02-05+10,184→ 63,699 total - Award
Performance Restricted Stock Units
[F2][F3]2026-02-05+10,184→ 34,744 total→ Common Stock (10,184 underlying)
Footnotes (3)
- [F1]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.
- [F2]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.
- [F3]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.
Signature
/s/ Eric C. Bell|2026-02-06