BELL ERIC CHRISTOPHER 4

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.