of this Current Report on Form 8-K, including Exhibit 99.1, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liability of that section, and shall not be incorporated by reference into any registration statement or other document filed under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such filing. 8.01. Other…

of this Current Report on Form 8-K, including Exhibit 99.1, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liability of that section, and shall not be incorporated by reference into any registration statement or other document filed under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.

The filing describes the adoption of an Annual Incentive Plan for employees, including executives.

Chief Accounting Officer — Eric Bell: Eric Bell was promoted to Chief Accounting Officer within the company.

of this Current Report on Form 8-K, including Exhibit 99.1, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liability of that section, and shall not be incorporated by reference into any registration statement or other document filed under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.

Termination of a Material Definitive Agreement. On February 1, 2026, Mitek Systems, Inc. (the “Company”) repaid in full its 0.750% Convertible Senior Notes due February 1, 2026, which included $155,250,000 million in aggregate principal plus all accrued interest and terminated all lending commitments thereunder.

Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant. On January 21, 2026, Mitek Systems, Inc. (the “Company”) borrowed $50,000,000 under its delayed draw term loan facility established under that certain Loan and Security Agreement, dated February 13, 2024, by and among the Company, A2iA Corp., ID R&D, Inc. and Silicon Valley Bank, a division of First-Citizens Bank & Trust Company, as amended by that certain First Amendment to Loan…

of this Current Report on Form 8-K, including Exhibit 99.1, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liability of that section, and shall not be incorporated by reference into any registration statement or other document filed under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.

Chief Product Officer — Christopher Briggs: Mr. Briggs tendered his resignation from the position of Chief Product Officer.

of this Current Report on Form 8-K, including Exhibit 99.1, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liability of that section, and shall not be incorporated by reference into any registration statement or other document filed under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.

Entry into a Material Definitive Agreement. On May 7, 2025, Mitek Systems, Inc. (the “Company”) entered into the First Amendment to Loan and Security Agreement (the “Amendment”), amending that certain Loan and Security Agreement, dated as of February 13, 2024 (the “Credit Agreement,” and as amended by the Amendment, the “Amended Credit Agreement”), with A2iA Corp., a Delaware corporation, and ID R&D, Inc., a New York corporation (collectively with the Company, the “Borrower”), and Silicon Val…

of this Current Report on Form 8-K, including Exhibit 99.1, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liability of that section, and shall not be incorporated by reference into any registration statement or other document filed under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.

Creation of a Direct Financial Obligation. The information set forth in

Unregistered Sale of Equity Securities The information contained in

Chief Operating Officer — Garret Gafke: Garret Gafke was appointed as the Company’s Chief Operating Officer.

of this Current Report on Form 8-K, including Exhibit 99.1, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liability of that section, and shall not be incorporated by reference into any registration statement or other document filed under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.

The filing describes the Company's annual incentive program for executives and employees, with no management changes.

of this Current Report on Form 8-K, including Exhibit 99.1, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liability of that section, and shall not be incorporated by reference into any registration statement or other document filed under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.

Director — James C. Hale: Mr. James C. Hale decided not to stand for re-election at the 2025 Annual Meeting, while a new director, Mr. J.D. Fay, was appointed.

Unregistered Sale of Equity Securities The information contained in

Chief Executive Officer — Edward H. West: Edward H. West was appointed as the Company’s Chief Executive Officer and Board member, replacing Scott Carter who returns to his role as non-executive chairman.

of this Current Report on Form 8-K, including Exhibit 99.1, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liability of that section, and shall not be incorporated by reference into any registration statement or other document filed under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.

Director — Mr. Scipio 'Max' Carnecchia: Mr. Carnecchia resigned from the Board of Directors for personal reasons and was previously terminated as CEO.

Interim Chief Executive Officer — Scott Carter: Scott Carter was appointed as Interim Chief Executive Officer and received equity grants.

Chief Executive Officer — Scipio 'Max' Carnecchia: Mr. Carnecchia's employment as CEO will terminate, and he will be replaced by Scott Carter as Interim Chief Executive Officer.