Gafke Garrett 4
4 · MITEK SYSTEMS INC · Filed Apr 28, 2026
Research Summary
AI-generated summary of this filing
Mitek Systems (MITK) COO Gafke Garrett Sells 152,529 Shares
What Happened
- Gafke Garrett, Chief Operating Officer of Mitek Systems (MITK), had Performance RSUs convert/vest and then sold shares to cover taxes. The Form 4 reports conversion/exercise or conversion of 240,384 derivative shares (recorded 2026-04-25) and a 2026-04-28 open-market sale of 152,529 shares at a weighted-average price of $13.92 for proceeds of $2,123,204. The filing also records a grant/award entry of 120,192 derivative shares on 2026-04-25.
- The sale was executed to satisfy withholding tax obligations related to the vesting (not a discretionary trading decision). Footnotes note the sold shares relate to the vesting of 240,384 Performance RSUs and 30,048 restricted stock units.
Key Details
- Transaction dates/prices: conversion/vesting recorded 2026-04-25; open-market sale on 2026-04-28 at a weighted average $13.92 (range $13.92–$14.02 per share). Proceeds reported: $2,123,204.
- Nature of transactions: M = exercise/conversion of derivatives (Performance RSUs converting 1:1 to common stock); A = grant/award; S = open-market sale. The reported sale was a sell-to-cover for tax withholding (footnote F2).
- Performance vesting note: The Performance RSUs were granted 4/25/2025 and, for the April 25, 2026 vesting, vested at 200% of target based on achievement versus the Russell 2000 (see footnotes F4–F5).
- Shares owned after the transactions: not specified in the provided summary of the filing.
- Timeliness: Form filed 2026-04-28 for transactions reported 2026-04-25 (filed within the normal Form 4 window).
Context
- This appears to be an administrative sell-to-cover of tax withholding following performance-based RSU vesting, rather than a discretionary sale that would signal trading intent. Performance RSUs were measured against Russell 2000-based criteria; for the first-year vesting period the performance exceeded target, yielding 200% of target shares vested.
Insider Transaction Report
Form 4
Gafke Garrett
Chief Operating Officer
Transactions
- Exercise/Conversion
Common Stock
[F1]2026-04-25+240,384→ 417,916 total - Sale
Common Stock
[F2][F3]2026-04-28$13.92/sh−152,529$2,123,204→ 265,387 total - Award
Performance Restricted Stock Units
[F4][F5]2026-04-25+120,192→ 652,787 total→ Common Stock (120,192 underlying) - Exercise/Conversion
Performance Restricted Stock Units
[F4][F5]2026-04-25−240,384→ 412,403 total→ Common Stock (240,384 underlying)
Footnotes (5)
- [F1]Performance restricted stock units ("Performance RSUs") convert into common stock on a one-for-one basis.
- [F2]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.
- [F3]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.
- [F4]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.
- [F5]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.
Signature
/s/ Eric Bell, by Power of Attorney|2026-04-28