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STOCKHOLDERS’ EQUITY
 12 Months Ended
Sep. 30, 2025
Equity [Abstract]  
STOCKHOLDERS' EQUITY
6. STOCKHOLDERS’ EQUITY
Stock-Based Compensation Expense
The following table summarizes stock-based compensation expense related to RSUs, Performance RSUs, stock options, Performance Options (as defined below), and ESPP shares for the twelve months ended September 30, 2025, 2024, and 2023, which were allocated as follows (amounts in thousands):
202520242023
Cost of revenue$647 $574 $468 
Selling and marketing3,898 3,041 3,023 
Research and development4,206 3,368 2,757 
General and administrative8,059 5,641 4,215 
Stock-based compensation expense included in expenses
$16,810 $12,624 $10,463 
As of September 30, 2025, the Company had $31.7 million of unrecognized compensation expense expected to be recognized over a weighted-average period of approximately 2.2 years. The Company recorded tax benefits related to stock-based compensation expense of $1.8 million, $2.0 million, and $1.4 million, during the years ended September 30, 2025, 2024, and 2023, respectively.
2020 Incentive Plan
In January 2020, the Company’s Board of Directors (the “Board”) adopted the Mitek Systems, Inc. 2020 Incentive Plan (the “2020 Plan”) upon the recommendation of the Compensation Committee of the Board. On March 4, 2020, the Company’s stockholders approved the 2020 Plan. The total number of shares of Common Stock reserved for issuance under the 2020 Plan is 9,608,000 shares plus such number of shares, not to exceed 107,903, as remained available for issuance under the 2002 Stock Option Plan, 2006 Stock Option Plan, 2010 Stock Option Plan, and 2012 Incentive Plan (collectively, the “Prior Plans”) as of January 17, 2020, plus any shares underlying awards under the Prior Plans that are terminated, forfeited, cancelled, expire unexercised or are settled in cash after January 17, 2020. As of September 30, 2025, (i) 2,545,394 RSUs and 926,415 Performance RSUs were outstanding under the A&R 2020 Plan (as defined below), (ii) 2,804,358 shares of Common Stock were reserved for future grants under the A&R 2020 Plan, and (iii) stock options to purchase an aggregate of 113,589 shares of Common Stock and no RSUs were outstanding under the Prior Plans.
On October 2, 2023, the Company held an annual meeting of its stockholders (the “Annual Meeting”). At the Annual Meeting, the Company’s stockholders approved an amendment and restatement of the 2020 Plan to increase the number of shares authorized for issuance thereunder by 5,108,000 shares (the 2020 Plan as so amended and restated, the “A&R 2020 Plan”).
The A&R 2020 Plan had been previously approved, subject to stockholder approval, by the Board, upon recommendation of the Compensation Committee of the Board, on August 9, 2023. A summary of the A&R 2020 Plan was included in the Company’s definitive proxy statement for the Annual Meeting filed with the U.S. Securities and Exchange Commission on August 22, 2023, as supplemented and amended on September 19, 2023 (the “Proxy Statement”).
Employee Stock Purchase Plan
In January 2018, the Board adopted the ESPP. On March 7, 2018, the Company’s stockholders approved the ESPP. The total number of shares of Common Stock reserved for issuance thereunder is 1,000,000 shares. As of September 30, 2025, (i) 993,980 shares have been issued to participants pursuant to the ESPP and (ii) 6,020 shares of Common Stock were reserved for future purchases under the ESPP. The Company commenced the initial offering period on April 2, 2018.
The ESPP enables eligible employees to purchase shares of Common Stock at a discount from the market price through payroll deductions, subject to certain limitations. Eligible employees may elect to participate in the ESPP only during an open enrollment period. The offering period immediately follows the open enrollment window, at which time ESPP contributions are withheld from the participant's regular paycheck. The ESPP provides for a 15% discount on the market value of the stock at the lower of the grant date price (first day of the offering period) and the purchase date price (last day of the offering period). The Company recognized $0.5 million, $0.2 million, and $0.3 million in stock-based compensation expense related to the ESPP during each of the twelve months ended September 30, 2025, 2024, and 2023, respectively. As of September 30, 2025, the Company had $0.2 million of unrecognized compensation expense related to the ESPP, which is expected to be recognized over a weighted-average period of approximately 0.4 years.
Director Restricted Stock Unit Plan
In January 2011, the Board adopted the Mitek Systems, Inc. Director Restricted Stock Unit Plan, as amended and restated (the “Director Plan”). On March 10, 2017, the Company's stockholders approved an amendment to the Director Plan to increase the number of shares of Common Stock available for future grants. The total number of shares of Common Stock reserved for issuance thereunder is 1,500,000 shares. The Director Plan expired on December 31, 2022. As of September 30, 2025, (i) 73,829 RSUs were outstanding under the Director Plan and (ii) no shares of Common Stock were reserved for future grants under the Director Plan.
Inducement Grants
As of September 30, 2025, (i) 307,619 RSUs, (ii) 1,095,869 Performance RSUs, and (iii) stock options to purchase an aggregate of 45,000 shares of Common Stock were outstanding related to equity granted pursuant to inducement grants.
Stock Options
The following table summarizes stock option activity under the Company’s equity plans during the twelve months ended September 30, 2025, 2024, and 2023:
Number of
Shares
Weighted-
Average
Exercise Price
Weighted-
Average
Remaining
Contractual Term
(in years)
Aggregate Intrinsic Value (in thousands)
Outstanding at September 30, 2022781,092 $7.46 3.7$1,512 
Granted— — 
Exercised(98,952)7.44 338 
Canceled(30,871)9.49 
Outstanding at September 30, 2023651,269 7.37 3.62,185 
Granted— — 
Exercised(189,559)5.82 976 
Canceled— — 
Outstanding at September 30, 2024461,710 8.00 2.71,183 
Granted— — 
Exercised(294,006)7.44 734 
Canceled(9,115)3.82 
Outstanding at September 30, 2025158,589 9.28 4.8204 
Vested at September 30, 2025158,589 9.28 4.8204 
Exercisable at September 30, 2025158,589 $9.28 4.8$204 
The Company recognized no stock-based compensation expense related to outstanding stock options during the twelve months ended September 30, 2025 and 2024. The Company recognized $0.4 million in stock-based compensation expense related to outstanding stock options during the twelve months ended September 30, 2023. As of September 30, 2025, the Company had no unrecognized compensation expense related to outstanding stock options.
Aggregate intrinsic value represents the value of the Company’s closing stock price on the last trading day of the fiscal period in excess of the weighted-average exercise price, multiplied by the number of options outstanding and exercisable. There were no options granted during each of the twelve months ended September 30, 2025, 2024, or 2023.
Restricted Stock Units
The following table summarizes RSU activity under the Company’s equity plans during the twelve months ended September 30, 2025, 2024, and 2023:
Number of
Shares
Weighted-
Average
Fair Value
Per Share
Outstanding at September 30, 20222,441,677 $12.29 
Granted1,101,925 10.24 
Settled(665,635)11.33 
Canceled(689,671)12.49 
Outstanding at September 30, 20232,188,296 11.49 
Granted1,439,138 11.13 
Settled(731,212)11.13 
Canceled(442,592)12.09 
Outstanding at September 30, 20242,453,630 11.25 
Granted1,692,656 8.94 
Settled(848,308)11.46 
Canceled(371,136)10.58 
Outstanding at September 30, 20252,926,842 $9.94 
The cost of RSUs is determined using the fair value of Common Stock on the award date, and the compensation expense is recognized ratably over the vesting period. The Company recognized $10.3 million, $9.8 million, and $7.1 million in stock-based compensation expense related to outstanding RSUs in the twelve months ended September 30, 2025, 2024, and 2023, respectively. As of September 30, 2025, the Company had $18.7 million of unrecognized compensation expense related to outstanding RSUs, which is expected to be recognized over a weighted-average period of approximately 2.5 years.
Performance Restricted Stock Units
The following table summarizes Performance RSU activity under the Company’s equity plans during the twelve months ended September 30, 2025, 2024, and 2023:
Number of
Shares
Weighted-
Average
Fair Market Value
Per Share
Outstanding at September 30, 2022919,456 $13.43 
Granted325,837 10.23 
Settled(27,245)9.25 
Canceled(487,655)11.61 
Outstanding at September 30, 2023730,393 13.37 
Granted818,587 11.12 
Settled(232,969)10.11 
Canceled(616,553)12.24 
Outstanding at September 30, 2024699,458 12.82 
Granted1,612,879 8.62 
Settled— — 
Canceled(290,053)12.70 
Outstanding at September 30, 20252,022,284 $9.49 
The cost of Performance RSUs is determined using a Monte Carlo simulation to estimate the fair value on the award date, and the compensation expense is recognized ratably over the vesting period. The Company recognized $6.0 million, $1.7 million, and $2.7 million in stock-based compensation expense related to outstanding Performance RSUs in the twelve months ended September 30, 2025, 2024, and 2023, respectively. As of September 30, 2025, the Company had $12.8 million of unrecognized compensation expense related to outstanding Performance RSUs expected to be recognized over a weighted-average period of approximately 1.8 years.
Performance Options
On November 6, 2018, as an inducement grant pursuant to Nasdaq Listing Rule 5635(c)(4), the Company’s then-current Chief Executive Officer was granted performance options (the “Performance Options”) to purchase up to 800,000 shares of Common Stock at an exercise price of $9.50 per share, the closing market price for a share of Common Stock on the date of the grant. In November 2021, the time vesting condition was met and during the fiscal year ended September 30, 2023, the performance conditions were achieved and the performance options vested in full. The contractual term of the Performance Options expired on September 30, 2025. The Company did not recognize any stock-based compensation expense related to outstanding Performance Options during each of the twelve months ended September 30, 2025 and 2023, and recognized $1.0 million of stock-based compensation expense during the twelve months ended September 30, 2024. As of September 30, 2025, there were no Performance Options outstanding.
Share Repurchase Program
On May 13, 2024, the Board authorized and approved a share repurchase program for up to $50 million of the currently outstanding shares of our Common Stock. The share repurchase program was effective as of May 16, 2024 and will expire on May 16, 2026. The timing, price and actual number of shares of Common Stock repurchased will depend on a variety of factors including price, market conditions and corporate and regulatory requirements. The repurchases may be made from time to time (i) through open market purchases, block trades, privately negotiated transactions, one or more trading plans adopted in accordance with Rule 10b5-1 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) or any combination of the foregoing, in each case in accordance with applicable laws, rules and regulations or (ii) in such other manner as will comply with the provisions of the Exchange Act. The share repurchase program does not require the Company to repurchase shares of its Common Stock and it may be discontinued, suspended or amended at any time.
During the twelve months ended September 30, 2025, the Company made purchases of approximately $4.7 million or 527,172 shares, at an average price of $8.98 per share and subsequently retired the shares. During twelve months ended September 30, 2024, the Company made purchases of approximately $24.2 million or 2,247,504 shares, at an average price of $10.78 per share and subsequently retired the shares. Total purchases made under the share repurchase program were $29.0 million as of September 30, 2025 and the repurchased shares were retired.
Accumulated Other Comprehensive Income (Loss)
Accumulated other comprehensive income (loss) is recorded in the stockholders’ equity section of our consolidated balance sheets and is excluded from net income (loss). Accumulated other comprehensive income (loss) consists of unrealized gains and losses on marketable debt securities classified as available-for-sale and foreign currency translation adjustments for the Company’s subsidiaries with functional currencies other than the U.S. dollar.
The following table shows the components of accumulated other comprehensive income (loss), net of income taxes, as of September 30, 2025 and 2024 (amounts in thousands):
September 30, 2025September 30, 2024
Unrealized gain (loss) on available-for-sale debt securities
$48 $116 
Foreign currency translation adjustments
538 (2,418)
Total accumulated other comprehensive income (loss)
$586 $(2,302)