SEC FORM 3

SEC FORM 3 SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person^*

BELL ERIC CHRISTOPHER

(Last)

(First)

(Middle)

770 FIRST AVENUE

SUITE 425

(Street)

SAN DIEGO

92101

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
02/05/2026

3. Issuer Name and Ticker or Trading Symbol
MITEK SYSTEMS INC [ MITK ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	Chief Accounting Officer

5. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock	53,515⁽¹⁾	D

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
Performance Restricted Stock Units	⁽²⁾⁽³⁾⁽⁴⁾	⁽²⁾	Common Stock	24,560	⁽²⁾	D

Explanation of Responses:

1. Represents 13,667 shares of the Issuer's common stock owned outright by the reporting person, and 39,848 restricted stock units ("RSUs") granted under the Issuer's Amended and Restated 2020 Incentive Plan (the "2020 Plan"). RSUs 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.

2. Represents the target number of performance restricted stock units that may settle pursuant to awards granted under the 2020 Plan (''Performance RSUs'') . 7,358 Performance RSUs vest upon the achievement of certain performance criteria over the three year period following the date of grant (each such year, a "Yearly Performance Period"), with 33% of target Performance RSUs, if any, vesting on each anniversary of the date of grant with respect to each applicable Yearly Performance Period. 17,202 Performance RSUs vest upon the achievement of certain performance criteria on the third anniversary of the date of grant.

3. Performance criteria for all Performance RSUs 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 each 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.

4. For the purpose 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 20-trading days or 40-trading days immediately preceding the start of the Performance Period (depending on the award). 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 20-trading days or 40-trading days (depending on the award). The percentage change shall be determined by comparing the increase in value to the starting investment of $100.

Remarks:

	/s/ Eric C. Bell	02/06/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

New insider Bell Eric Christopher claimed ownership of 53,515 shares (SEC Form 3)