Gafke Garrett 4

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.