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MITEK SYSTEMS INC

For the period ended Jan 26, 2026. Filed Jan 26, 2026.

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What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.

Jan 26, 2026 · Filed Jan 26, 2026

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MITK$17.24+1.8%Stored close · as of Nov 6, 2026
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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of

the Securities Exchange Act of 1934

(Amendment No. )

Filed by the Registrant ☒

Filed by a Party other than the Registrant ☐

Check the appropriate box:

☐Preliminary Proxy Statement
☐Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
☒Definitive Proxy Statement
☐Definitive Additional Materials
☐Soliciting Material under §240.14a-12

MITEK SYSTEMS, INC.

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

☒No fee required.
☐Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11
☐Fee paid previously with preliminary materials.

Notice of 2026 Annual Meeting of Stockholders

Purpose of the Meeting

Board recommendation · Page reference
1Elect eight directors.For9
2Ratify the appointment of BDO USA, P.C. as our independent registered public accounting firm for our 2026 fiscal year.For28
3Approve, on an advisory basis (non-binding) the compensation of our named executive officers.For32
4Amend and restate our Employee Stock Purchase Plan,For67
5Amend and restate our 2020 Stock Plan.For71

Stockholders will also transact such other business as may properly come before the 2026 annual meeting of stockholders (or any adjournment or postponement thereof). Only stockholders of record as of the close of business on January 16, 2026 are entitled to participate and vote at the annual meeting and any adjournments or postponements thereof. This notice, the proxy statement, the accompanying proxy card and our Form 10-K for the year ended September 30, 2025 are being distributed to stockholders on or about January 28, 2026. These documents are also available online at: www.proxydocs.com/MITK.

You are invited to attend the annual meeting in person. Even if you expect to attend the annual meeting, it is important that you complete, sign, date and return the enclosed proxy card as promptly as possible in the enclosed return envelope (which is postage prepaid if mailed in the United States) in order to ensure that your shares are represented at the annual meeting. Even if you have voted by proxy, you may still revoke such proxy and vote in person if you attend the annual meeting. However, please note that if your shares are held of record by a broker, bank or other agent and you wish to vote at the annual meeting, you must obtain a proxy card issued in your name from such record holder.

On behalf of the Board of Directors,

Scott CarterChair of the BoardSan Diego, CAJanuary 26, 2026

Table of Contents

Questions and Answers About the Proxy Materials, Annual Meeting, and Voting1
Proposal No. 1 - Election of Directors9
Director Nominees9
Board and Corporate Governance Practices19
Standards of Business Conduct19
Related Party Transaction Policy19
Board Leadership Structure20
Board's Role in Various Functions20
Board Committees21
Board Meeting Attendance and Director Communications21
Stockholder Engagement22
Director Independence23
Director Nominees23
Director Compensation26
Proposal No. 2 - Ratification of the Appointment of Independent Registered Public Accounting Firm28
Report of the Audit Committee30
Proposal No. 3 - Advisory Vote to Approve the Compensation of our Named Executive Officers32
Compensation Discussion and Analysis36
Named Executive Officers36
Executive Summary36
Process for Establishing Compensation48
Summary Compensation Table51
Outstanding Equity Awards at Fiscal Year-End54
Principal Executive Officer ("PEO") Pay Ratio62
Proposal No. 4 - Approval of the Company's Amended and Restated Employee Stock Purchase Plan67
Proposal No. 5 - Approval of the Company's Amended and Restated 2020 Incentive Plan71
Environmental, Social and Governance Practices81
Stock Ownership Information83
Securities Authorized for Issuance Under Equity Compensation Plans84
Delinquent Section 16(a) Reports85
Other Business86
Appendix A89
Appendix B91
Appendix C99

Cautionary Statement: This proxy statement contains forward-looking statements within the meaning of the federal securities laws, including statements relating to our sustainability related goals and expectations. The forward-looking statements are based on current expectations, estimates, forecasts, and projections about the industry in which we operate and management’s beliefs and assumptions. Forward-looking statements may be identified by the use of words such as “expects,” “anticipates,” “intends,” “plans,” “believes,” “seeks,” “estimates,” “outlook,” “projects,” “forecasts,” “aims,” and similar expressions. Forward-looking statements are not guarantees of future performance, rely on a number of assumptions, and involve certain known and unknown risks and uncertainties that are difficult to predict, many of which are beyond our control. For more information on these risks, uncertainties and other factors, refer to our Annual Report on Form 10-K for the year ended September 30, 2025, under the heading “Risk Factors” in Item 1A, as updated in Part II of our subsequent Quarterly Reports on Form 10-Q, and other filings with the Securities and Exchange Commission. The forward-looking statements contained in this proxy statement speak only as of the date of this proxy statement. We undertake no obligation to update publicly any forward-looking statements, whether as a result of new information, future events or otherwise. For more complete information regarding the company’s fiscal year 2025 performance, please review the company’s Form 10-K for the year ended September 30, 2025.

In our filings with the SEC, information is sometimes “incorporated by reference.” This means that we are referring you to information that has previously been filed with the SEC and the information should be considered as part of the particular filing. As provided under SEC rules, the “Audit Committee Report” and the “Human Capital Committee Report” contained in this Proxy Statement are not incorporated by reference into any of our other filings with the SEC, except to the extent we specifically incorporate either report by reference into a filing. In addition, this Proxy Statement includes several website addresses where additional information may be obtained, These website addresses are intended to provide inactive, textual references only. The information on these websites is not part of or incorporated by reference into this Proxy Statement or any of our other filings with the SEC.

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