MITEK SYSTEMS INC
For the period ended Sep 30, 2025. Filed Dec 11, 2025.
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FY2025 · Filed Dec 11, 2025
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Item 9A. Controls and Procedures
Management’s Evaluation of Disclosure Controls and Procedures
We maintain disclosure controls and procedures, as such term is defined in Rules 13a-15(e) and 15d-15(e) of the Exchange Act of 1934, as amended (the “Exchange Act”), that are designed to provide reasonable assurance that information required to be disclosed by us in the reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC rules and forms, and that such information is accumulated and communicated to our management, including our principal executive officer and principal financial officer, as appropriate, to allow timely decisions regarding required financial disclosures.
Under the supervision and with the participation of our management, including our principal executive officer and principal financial officer, we conducted an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures as of the end of the period covered by this Form 10-K pursuant to Exchange Act Rules 13a-15(b) and 15d-15(b). In making this assessment, management used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission in Internal Control – Integrated Framework (2013). We recognize that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving their objectives and management necessarily applies its judgment in evaluating the cost-benefit relationship of possible controls and procedures. Our principal executive officer and principal financial officer concluded that our disclosure controls and procedures were effective as of September 30, 2025 to provide reasonable assurance that the information we are required to disclose in reports that we file or submit under the Exchange Act is recorded, processed, summarized, and reported within the time periods specific in SEC rules and forms, and that such information is accumulated and communicated to our management, including our chief executive officer and chief financial officer, as appropriate, to allow timely decisions regarding required disclosures.
Management’s Report on Internal Control over Financial Reporting
Management is responsible for establishing and maintaining adequate internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) of the Exchange Act). The Company’s internal control over financial reporting is designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of the Company’s financial statements for external reporting purposes in accordance with U.S. GAAP. A company’s internal control over financial reporting includes those policies and procedures that:
Pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions of the Company;
Provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with U.S. GAAP, and that receipts and expenditures of the Company are being made only in accordance with authorization of management and the directors of the Company; and
Provide reasonable assurance regarding prevention or timely detection of unauthorized use or disposition of the Company’s assets that could have a material effect on the financial statements.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect all misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate. A material weakness is a deficiency, or combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of the Company’s annual or interim financial statements will not be prevented or detected on a timely basis.
Under the supervision and with the participation of our management, including the Company’s principal executive officer and principal financial officer, the Company evaluated the effectiveness of its internal control over financial reporting as of September 30, 2025 using the framework in Internal Control – Integrated Framework (2013), issued by the Committee of Sponsoring Organizations of the Treadway Commission (commonly referred to as the “COSO” framework). Based on the results of that evaluation, management concluded that the Company’s internal control over financial reporting was effective as of September 30, 2025.
The effectiveness of our internal control over financial reporting as of September 30, 2025, has been audited by BDO USA, P.C., an independent registered public accounting firm, and their attestation is included herein.
Remediation of Certain Previously Identified Material Weaknesses in Internal Control over Financial Reporting
As previously disclosed in our Annual Report on Form 10-K for the fiscal year ended September 30, 2024, management concluded that the Company’s internal control over financial reporting was not effective as of September 30, 2024 due to the previously reported material weaknesses listed below, which continued to exist as of September 30, 2024:
Management did not maintain effective controls related to the financial statement close process to ensure the completeness and accuracy of certain amounts and disclosures, specifically related to balance sheet account reconciliations and the Company’s review and preparation of the consolidation and financial statements.
Management did not design and maintain effective controls to ensure proper revenue recognition, including the accounting review of customer contracts.
Management did not perform sufficient risk assessment procedures in order to design and implement effective controls, including consideration of improper segregation of duties, for substantially all of the Company’s financial statement areas.
Management did not design or maintain controls to verify the completeness and accuracy of information used by control owners in the operation of controls across substantially all of the Company’s financial statement areas.
Management did not maintain sufficient evidence of the operation of certain management review controls and activity level controls across substantially all of the Company’s financial statement areas.
Following the identification of these material weaknesses and continuing through the year ended September 30, 2025, management executed its remediation plan for these material weaknesses, including:
Conducted training for all employees who are key control owners, including an added focus on the importance of key information being used in the execution of their control procedures and how to properly document the completeness and accuracy of that information;
Created internal working groups and standard checklists to ensure the appropriate accounting review of customer contracts, including creating key controls that address each of the five steps under ASC 606;
Standardized terms and conditions for certain sales contracts to reduce complexity.
Deployed a close management tool to ensure completeness and accuracy of account reconciliations and procedures;
Implemented standard templates and processes to ensure consistency in financial reporting across legal entities;
Completed a detailed risk assessment process across substantially all financial statement areas, including systems, reports and other information to ensure management has identified and implemented key controls to address risks identified as material;
Designed, tested and implemented new user roles and workflows across multiple systems to mitigate systemic system issues and ensure segregation of duties issues have been identified and mitigated;
Standardized process involved in the order-to-cash management and billing cycles to reduce complexity; and
Enhanced a quarterly subcertification process for all key control owners as a mechanism to strengthen internal information sharing and to help further support the CEO’s and CFO’s certifications and the accuracy of our financial statements and disclosures.
As a result of these remediation activities, management has determined that management’s controls were designed appropriately and at a sufficient level of precision, and have been operating effectively for a sufficient period of time, such that all the material weaknesses previously identified as of September 30, 2024 have been remediated as of September 30, 2025.
Changes in Internal Control over Financial Reporting
Except as described above, there have been no changes in the Company’s internal control over financial reporting during the quarter ended September 30, 2025 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
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