This FIRST AMENDMENT TO LOAN AND SECURITY AGREEMENT (this “Agreement”) is entered into as of May 7, 2025 by and among (a) SILICON VALLEY BANK, A DIVISION OF FIRST-CITIZENS BANK & TRUST COMPANY (“Bank”), (b) MITEK SYSTEMS, INC., a Delaware corporation (“Parent”), (c) A2IA CORP., a Delaware corporation (“A2IA”), and (d) ID R&D, INC., a New York corporation (“ID R&D”; together with Parent and A2IA, jointly and severally, individually and collectively, “Borrower”).

A.    Bank and Borrower have entered into that certain Loan and Security Agreement dated as of February 13, 2024 (as the same may from time to time be amended, modified, supplemented or restated, the “Loan Agreement”). Bank has extended credit to Borrower for the purposes permitted in the Loan Agreement.

B.    Borrower has requested that Bank amend the Loan Agreement to (i) incorporate a new facility to draw Term Loan Advance(s) in an aggregate principal amount of up to Seventy-Five Million Dollars ($75,000,000), (ii) reduce the aggregate principal amount available under the Revolving Line to Twenty-Five Million Dollars ($25,000,000), (iii) adjust the financial covenant set forth in Section 5.10(a) of the Loan Agreement, (iv) extend the Revolving Line Maturity Date to May 1, 2030, (v) adjust the interest rate payable pursuant to Section 1.3(a) of the Loan Agreement, and (vi) make certain other revisions to the Loan Agreement as more fully set forth herein. Bank has agreed to so amend certain provisions of the Loan Agreement, but only to the extent, in accordance with the terms, subject to the conditions and in reliance upon the representations and warranties set forth below.

    Now, Therefore, in consideration of the foregoing recitals and other good and valuable consideration, the receipt and adequacy of which is hereby acknowledged, and intending to be legally bound, the parties hereto agree as follows:

1.Definitions. Capitalized terms used but not defined in this Agreement shall have the meanings given to them in the Loan Agreement.

2.Amendments to Loan Agreement.

2.1Section 1.1.2 (Term Loan). The following new Section 1.1.2 hereby is added to the Loan Agreement to read as follows:

“Section 1.1.2     Term Loan.

        (a)    Availability. Subject to the terms and conditions of this Agreement, upon Borrower’s request, during the Draw Period, Bank shall make term loan advances to Borrower not exceeding the Term Loan Availability Amount (each such advance is referred to herein as a “Term Loan Advance” and, collectively, as the “Term Loan Advances”). Borrower may request Term Loan Advances as set forth on Schedule I hereto.

        (b)    Repayment. Borrower shall repay each Term Loan Advance as set forth in Schedule I hereto. All outstanding principal and accrued and unpaid interest under each Term Loan Advance, and all other outstanding Obligations with respect to such Term Loan Advance, are due and payable in full on the Term Loan Maturity Date.

(c) Permitted Prepayment. Borrower shall have the option to prepay all or any portion of the Term Loan Advances, provided Borrower (i) delivers written notice to Bank of its election to prepay the Term Loan Advances or portion thereof at least ten (10) days prior to such prepayment, which shall, among other things, specify the portion of the principal amount being prepaid, (ii) pays to Bank on the date of such prepayment (A) the outstanding principal being then prepaid plus accrued and unpaid interest with respect to the portion of the Term Loan Advances being prepaid, and (B) all other sums, if any, that shall have become due and payable with respect to the portion of the Term Loan Advances being prepaid, including Lenders’ Expenses and interest at the Default Rate with respect to any past due amounts, and (iii) the portion of the Term Loan Advances being prepaid shall be a minimum of Five Million Dollars ($5,000,000) and increments of One Million Dollars ($1,000,000) (or, if less, the total principal amount outstanding under the Term Loan Advances).

        (d)    Mandatory Prepayment Upon an Acceleration. If the Term Loan Advances are accelerated by Bank following the occurrence and during the continuance of an Event of Default, Borrower shall immediately pay to Bank an amount equal to the sum of (i) all outstanding principal plus accrued and unpaid interest with respect to the Term Loan Advances, and (ii) all other sums, if any, that shall have become due and payable with respect to the Term Loan Advances, including interest at the Default Rate with respect to any past due amounts.”

2.2Section 1.3 (Payment of Interest on the Credit Extensions). Subsections (a) and (b) of Section 1.3 of the Loan Agreement hereby are amended and restated in their entirety to read as follows:

“(a)    Interest Payments.

(i) Advances. Interest on the principal amount of each Advance is payable as set forth on Schedule I hereto.

(ii) Term Loan Advances. Interest on the principal amount of each Term Loan Advance is payable as set forth on Schedule I hereto.

(b)    Interest Rate.

(i) Advances. Subject to Section 1.3(c), the outstanding principal amount of any Advance shall accrue interest as set forth on Schedule I hereto.

(ii) Term Loan Advances. Subject to Section 1.3(c), the outstanding principal amount of any Term Loan Advance shall accrue interest as set forth on Schedule I hereto.

(iii) All-In Rate. Notwithstanding any terms in this Agreement to the contrary, if at any time the interest rate applicable to any Obligations is less than zero percent (0.0%), such interest rate shall be deemed to be zero percent (0.0%) for all purposes of this Agreement.”

2.3Section 1.4(b) (Unused Revolving Line Facility Fee). Section 1.4(b) of the Loan Agreement hereby is amended and restated in its entirety to read as follows:

“(b)    Unused Revolving Line Facility Fee. Payable quarterly in arrears on the last calendar day of each calendar quarter occurring prior to the Revolving Line Maturity Date, and on the Revolving Line Maturity Date, a fee (the “Unused Revolving Line Facility Fee”) in an amount equal to one quarter of one percentage point (0.25%) per annum of the average unused portion of the Revolving Line, as determined by Bank, computed on the basis of a year with the applicable number of days as set forth in Section 1.3(e), which shall be fully earned and non-refundable as of such date. The unused portion of the Revolving Line, for purposes of this calculation, shall be calculated on a calendar year basis and shall equal the difference between (i) the Revolving Line, and (ii) the average for the period of the daily closing balance of the Revolving Line outstanding plus the sum of the aggregate Dollar Equivalent of the face amount of outstanding Letters of Credit (including drawn but unreimbursed Letters of Credit and any Letter of Credit Reserve);”

2.4Section 1.8 (Procedures for Borrowing). Section 1.8 of the Loan Agreement hereby is amended and restated in its entirety to read as follows:

“1.8    Procedures for Borrowing.

    (a)    Advances. Subject to the prior satisfaction of all other applicable conditions to the making of an Advance set forth in this Agreement, to obtain an Advance, Borrower (via an individual duly authorized by an Administrator) shall notify Bank (which notice shall be irrevocable). Such notice shall be made through Bank’s online banking platform, by electronic mail or by telephone, in each case by an individual duly authorized by an Administrator. In connection with any such notification, Borrower shall deliver to Bank by electronic mail or through Bank’s online banking program such reports and information, including without limitation, sales journals, cash receipts journals, accounts receivable aging reports, as Bank may reasonably request. Together with any such electronic notification, Borrower shall deliver to Bank by electronic mail a completed Notice of Borrowing executed by an Authorized Signer or his or her designee. Bank shall have received satisfactory evidence that the Board has approved that such Authorized Signer may provide such notices and request Advances (which requirement may be deemed satisfied by the prior delivery of Borrowing Resolutions or a secretary’s certificate that certifies as to such Board approval). Such Notice of Borrowing must be received by Bank prior to 12:00 p.m. Pacific time, (a) at least three (3) U.S. Government Securities Business Days prior to the requested Funding Date, in the case of any SOFR Advance, and (b) one (1) Business Day prior to the requested Funding Date, in the case of a Prime Rate Advance, specifying: (i) the amount of the Advance; (ii) the requested Funding Date; (iii) whether the Advance is to be comprised of SOFR Advances or Prime Rate Advances; and (iv) the duration of the Interest Period applicable to any such SOFR Advances included in such notice. If no Interest Period is specified with respect to any requested SOFR Advance, Borrower shall be deemed to have selected an Interest Period of one month’s duration.

(b)    Term Loan Advances. Subject to the prior satisfaction of all other applicable conditions to the making of a Term Loan Advance set forth in this Agreement (which must be satisfied no later than 12:00 p.m. Pacific time on the applicable Funding Date), to obtain a Term Loan Advance, Borrower shall notify Bank (which notice shall be irrevocable). Such notice shall be made through Bank’s online banking platform, by electronic mail or by telephone, in each case by an individual duly authorized by an Administrator. In connection with any such notification, Borrower shall deliver to Bank by electronic mail or through Bank’s online banking platform a completed Payment/Advance Form executed by an Authorized Signer and such other reports and information as Bank may reasonably request. Such Payment/Advance Form must be received by Bank prior to 12:00 p.m. Pacific time, (a) at least three (3) U.S. Government Securities Business Days prior to the requested Funding Date, in the case of any SOFR Advance, and (b) one (1) Business Day prior to the requested Funding Date, in the case of a Prime Rate Advance, specifying: (i) the amount of the Term Loan Advance; (ii) the requested Funding Date; (iii) whether the Term Loan Advance is to be comprised of SOFR Advances or Prime Rate Advances; and (iv) the duration of the Interest Period applicable to any such SOFR Advances included in such notice. If no Interest Period is specified with respect to any requested SOFR Advance, Borrower shall be deemed to have selected an Interest Period of one month’s duration.

(c)    Bank shall credit proceeds of a Credit Extension to the Designated Deposit Account. Bank may make Advances and Term Loan Advances under this Agreement based on instructions from an Authorized Signer or without instructions if such Advances or Term Loan Advances are necessary to meet Obligations which have become due.”

2.5Section 2.2 (Conditions Precedent to all Credit Extensions). Section 2.2 of the Loan Agreement hereby is amended by (i) deleting the word “and” from the end of clause (b) therein, (ii) replacing the “.” with “; and” at the end of clause (c) therein, and (iii) adding new clause (d) to read as follows: “(d) with respect to any Term Loan Advance, evidence satisfactory to Bank that the proceeds of such Term Loan Advance have been disbursed directly in payment of amounts outstanding under the 2026 Convertible Senior Notes, or otherwise into a Deposit Account or Securities Account maintained by Borrower with Bank.”

2.6Section 2.4 (Conversion and Continuation Elections; Limitations on SOFR Tranches). Subsections (d) and (e) of Section 2.4 of the Loan Agreement hereby are amended and restated in their entirety to read as follows:

“(d)    After the occurrence and during the continuance of an Event of Default, (i) Borrower may not elect to have an Advance or Term Loan Advance be made or continued as, or converted to, a SOFR Advance, after the expiration of any Interest Period then in effect for such Advance or Term Loan Advance, as applicable, and (ii), any Notice of Conversion/Continuation given by Borrower with respect to a requested conversion/continuation that has not yet occurred shall, at Bank’s option, be deemed to be rescinded by Borrower and be deemed a request to convert or continue Advances or Term Loan Advance, as applicable, referred to therein as Prime Rate Advances.

(e)    Subject to the prior satisfaction of all other applicable conditions to the conversion or continuation of an Advance or Term Loan Advance, as applicable, set forth in this Agreement, a Notice of Conversion/Continuation of a SOFR Advance that requests a conversion of a Prime Rate Advance to a SOFR Advance, continuation of a SOFR Advance or conversion of a SOFR Advance to a Prime Rate Advance must specify: (i) the amount of the Advance or Term Loan Advance, as applicable, to be converted or continued; (ii) the requested conversion or continuation date; (iii) the nature of the proposed conversion or continuation; (iv) in the case of a continuation of a SOFR Advance or a conversion of a Prime Rate Advance to a SOFR Advance, the duration of the Interest Period applicable for such Advance or Term Loan Advance, as applicable; and (v) any other information requested on the form of Notice of Conversion/Continuation. In the case of a continuation of a SOFR Advance or a conversion of a Prime Rate Advance to a SOFR Advance, if no Interest Period is specified in such Notice of Conversion/Continuation, an Interest Period of one month’s duration shall be deemed to have been selected.”

2.7Section 2.5 (Special Provisions Governing SOFR Advances). Subsection (a) of Section 2.5 of the Loan Agreement hereby is amended and restated in its entirety to read as follows:

“(a)    Inability to Determine Interest Rates. Subject to Section 2.5(b), as of any date,

    (i)    if Bank determines (which determination shall be conclusive and binding absent manifest error) that “Adjusted Term SOFR” cannot be determined pursuant to the definition thereof; or

    (ii)    Bank determines that for any reason in connection with any request for a SOFR Advance or a conversion thereto or a continuation thereof that “Adjusted Term SOFR” for any requested Interest Period with respect to a proposed SOFR Advance does not adequately and fairly reflect the cost to Bank of making and maintaining such Advance or Term Loan Advance, as applicable;

Bank will promptly so notify Borrower. Upon notice thereof by Bank to Borrower, any obligation of Bank to make and any right of Borrower to continue SOFR Advances or to convert Prime Rate Advances to SOFR Advances shall be suspended (to the extent of the affected Interest Periods) until Bank revokes such notice. Upon receipt of such notice, (x) Borrower may revoke any pending request for a borrowing of, conversion to or continuation of SOFR Advances (to the extent of the affected Interest Periods) or, failing that, Borrower will be deemed to have converted any such request into a request for an Advance or Term Loan Advance, as applicable, of or conversion to Prime Rate Advances in the amount specified therein and (y) any outstanding affected SOFR Advances will be deemed to have been converted into Prime Rate Advances at the end of the applicable Interest Period.

Upon any such conversion, Borrower shall also pay accrued interest on the amount so converted, together with any additional amounts required pursuant to Section 2.5(c).”

2.8Section 2.6 (Illegality). Section 2.6 of the Loan Agreement hereby is amended and restated in its entirety to read as follows:

“2.6    Illegality. If Bank determines that any Requirement of Law has made it unlawful, or that any Governmental Authority has asserted that it is unlawful, for Bank or its applicable lending office to make, maintain or fund Advances or Term Loan Advances whose interest is determined by reference to SOFR, the Adjusted Term SOFR, Term SOFR or the Term SOFR Reference Rate, or to determine or charge interest rates based upon SOFR, the Adjusted Term SOFR or the Term SOFR Reference Rate, then, upon notice thereof by Bank to Borrower (an “Illegality Notice”), any obligation of Bank to make, and the right of Borrower to continue SOFR Advances or to convert Prime Rate Advances to SOFR Advances, shall be suspended until Bank notifies Borrower that the circumstances giving rise to such determination no longer exist. Upon receipt of an Illegality Notice, Borrower shall, if necessary to avoid such illegality, upon demand from Bank, prepay or, if applicable, convert all SOFR Advances to Prime Rate Advances on the last day of the Interest Period therefor, if Bank may lawfully continue to maintain such SOFR Advances to such day, or immediately, if Bank may not lawfully continue to maintain such SOFR Advances to such day. Upon any such prepayment or conversion, Borrower shall also pay accrued interest on the amount so prepaid or converted, together with any additional amounts required pursuant to Section 2.5(c).”

2.9Section 5.1 (Use of Proceeds). Section 5.1 of the Loan Agreement hereby is amended and restated in its entirety to read as follows:

“5.1    Use of Proceeds. Cause the proceeds of (a) the Term Loan Advances to be used solely to pay amounts outstanding under the 2026 Convertible Senior Notes and customary fees and expenses in connection therewith, (b) the Advances to be used solely as working capital or to fund its general business purposes, and (c) the Credit Extensions to not be used in furtherance of an offer, payment, promise to pay, or authorization of the payment or giving of money, or anything else of value, to any Person in violation of any applicable anti-corruption law.”

2.10Section 5.10(a) (Maximum Net Leverage Ratio). Section 5.10(a) of the Loan Agreement hereby is amended and restated in its entirety to read as follows:

“(a)    Maximum Net Leverage Ratio. A Maximum Net Leverage Ratio of no greater than 2.50 to 1.00; provided that, if one or more Permitted Acquisitions are consummated during the trailing twelve-month period ended on the applicable test date, the Maximum Net Leverage Ratio shall instead be no greater than 2.75 to 1.00 for such date; and”

2.11Section 6.3 (Mergers or Acquisitions). Section 6.3 of the Loan Agreement hereby is amended and restated in its entirety to read as follows:

“6.3    Mergers or Acquisitions. Merge or consolidate, or permit any of its Subsidiaries to merge or consolidate, with any other Person, or acquire, or permit any of its Subsidiaries to acquire, all or substantially all of the stock, partnership, membership, or other ownership interest or other equity securities or property of another Person (including, without limitation, by the formation of any Subsidiary or pursuant to a Division); provided, however, that (i) any Subsidiary of Parent may merge with and into a Borrower, any Subsidiary that is not a Borrower may merge with any other Person so long as in connection with a Permitted Transfer or a Permitted Investment and (ii) Permitted Acquisitions shall not be prohibited by this Section 6.3.”

2.12 Section 6.7 (Distributions; Investments). Section 6.7 of the Loan Agreement hereby is amended and restated in its entirety to read as follows:

“6.7    Distributions; Investments. (a) Pay any dividends or make any distribution or payment or redeem, retire or purchase any stock, partnership, membership, or other equity ownership interest or other equity securities provided that Borrower or any Subsidiary may (i) convert any of its convertible securities into other securities pursuant to the terms of such convertible securities or otherwise in exchange thereof; (ii) pay dividends solely in common stock; and (iii) repurchase equity interests of the Parent in accordance with any stock repurchase plan or similar arrangement approved by the Board of Directors of Parent so long as (A) Bank has received evidence that Borrower is in compliance with the financial covenants set forth in Section 5.10 on a pro forma basis before and immediately after giving effect to such repurchase, and (B) an Event of Default does not exist at the time of any such repurchase and would not exist after giving effect to any such repurchase or (b) directly or indirectly make any Investment (including, without limitation, by the formation of any Subsidiary) other than Permitted Investments, or permit any of its Subsidiaries to do so.”

2.13Section 6.11 (Term Loan Proceeds). The following new Section 6.11 hereby is added to the Loan Agreement to read as follows:

“6.11    Term Loan Proceeds. To the extent any Term Loan Advance has been funded into Deposit Account or Securities Account maintained by Borrower with Bank, disburse such proceeds for any purpose except in payment of amounts outstanding under the 2026 Convertible Senior Notes (as determined by Bank in its commercially reasonable discretion), either directly or to the trustee of the 2026 Convertible Senior Notes for the purpose of making such payment, and in payment of customary fees and expenses in connection therewith.”

2.14Section 7.1 (Payment Default). Section 7.1 of the Loan Agreement hereby is amended and restated in its entirety to read as follows:

“7.1    Payment Default. Borrower fails to (a) make any payment of principal on any Credit Extension on its due date, or (b) pay any interest on any Credit Extension and any other Obligations within three (3) Business Days after such Obligations are due and payable (which three (3) Business Day cure period shall not apply to payments due on the Revolving Line Maturity Date or the Term Loan Maturity Date). During the cure period, the failure to make or pay any payment specified under clause (b) hereunder is not an Event of Default (but no Credit Extension will be made during the cure period);”

2.15Section 12.2 (Definitions). The following terms and their respective definitions hereby are added or amended and restated in their entirety in Section 12.2 of the Loan Agreement, as appropriate, to read as follows:

““Bank Services” are any products, credit services, and/or financial accommodations previously, now, or hereafter provided to Borrower or any of its Subsidiaries by Bank or any Bank Affiliate, including, without limitation, any letters of credit, cash management services (including, without limitation, merchant services, direct deposit of payroll, business credit cards, and check cashing services), Specified Swap Agreements, interest rate swap arrangements, and foreign exchange services as any such products or services may be identified in Bank’s various agreements related thereto (each, a “Bank Services Agreement”), and shall include, without limitation, any Letters of Credit pursuant to Section 1.1.1.

“Credit Extension” is any Advance, Overadvance, Letter of Credit, FX Contract, amount utilized for cash management services, Term Loan Advance, or any other extension of credit by Bank for Borrower’s benefit.

“First Amendment Effective Date” means May 7, 2025.

“Interest Period” means, (a) initially, the period commencing on the borrowing or conversion date, as the case may be, with respect to such SOFR Advance and ending on the numerically corresponding day in the month that is one, three or six months thereafter, as selected by Borrower in its Notice of Borrowing or Notice of Conversion/Continuation, as the case may be, given with respect thereto; and (b) thereafter, each period commencing on the last day of the next preceding Interest Period applicable to such SOFR Advance and ending on the numerically corresponding day in the month that is one, three or six months thereafter, as selected by Borrower in a Notice of Conversion/Continuation delivered to Bank not later than 12:00 p.m. Pacific time on the date that is three (3) U.S. Government Securities Business Days prior to the last day of the then current Interest Period with respect thereto; provided that all of the foregoing provisions relating to Interest Periods are subject to the following:

(i)    if any Interest Period would otherwise end on a day that is not a Business Day, such Interest Period shall be extended to the next succeeding Business Day unless the result of such extension would be to carry such Interest Period into another calendar month in which event such Interest Period shall end on the immediately preceding Business Day;

(ii)    Borrower may not select an Interest Period that would extend beyond the Revolving Termination Date (in the case of Advances) or beyond the Term Loan Maturity Date (in the case of Term Loan Advances);

(iii)    any Interest Period that begins on the last Business Day of a calendar month (or on a day for which there is no numerically corresponding day in the calendar month at the end of such Interest Period) shall end on the last Business Day of the last calendar month of such Interest Period; and

(iv)    no tenor that has been removed from this definition pursuant to Section 2.5(b) shall be available for specification in any Notice of Borrowing or Notice of Conversion/Continuation.

“Obligations” are Borrower’s obligations to pay when due any debts, principal, interest, fees, Bank Expenses, the Unused Revolving Line Facility Fee, and other amounts Borrower owes Bank (or in the case of any Specified Swap Agreement, a Qualified Counterparty) now or later, whether under this Agreement, the other Loan Documents, or otherwise, including, without limitation, all obligations relating to Bank Services and interest accruing after Insolvency Proceedings begin and debts, liabilities, or obligations of Borrower assigned to Bank, and to perform Borrower’s duties under the Loan Documents.

“Prime Rate Advance” means an Advance or Term Loan Advance the rate of interest applicable to which is based on upon the Prime Rate.

“Qualified Cash” means, at any time, the sum of the aggregate amount of Borrower’s and its Subsidiaries (a) unrestricted cash and Cash Equivalents held at such time in Deposit Accounts or Securities Accounts maintained with Bank, plus (b) unrestricted cash and Cash Equivalents held at such time at financial institutions other than Bank (subject at all times to a Control Agreement), which in no event shall the sum of (a) and (b) for the purposes of this defined term “Qualified Cash” exceed the aggregate Dollar Equivalent value of the Qualified Cash Percentage of all account balances of Borrower and its Subsidiaries maintained at all financial institutions globally.

“Qualified Cash Percentage” means, at any time, (a) if the 2026 Convertible Senior Notes remain outstanding, and a Term Loan Advance was funded at or before such time, seventy percent (70%), or (b) otherwise, fifty percent (50%).

“Qualified Counterparty” means with respect to any Specified Swap Agreement, any counterparty thereto that is Bank or a Bank Affiliate or, at the time such Specified Swap Agreement was entered into or as of the Closing Date, was Bank or a Bank Affiliate.

“SOFR Advance” means an Advance or Term Loan Advance the rate of interest applicable to which is based on the Term SOFR.

“SOFR Tranche” means the collective reference to SOFR Advances the then current Interest Periods with respect to all of which begin on the same date and end on the same later date (whether or not such Advances or Term Loan Advance, as applicable, shall originally have been made on the same day).

“Specified Swap Agreement” means any Swap Agreement entered into by Borrower and any Qualified Counterparty (or any Person who was a Qualified Counterparty as of the First Amendment Effective Date or as of the date such Swap Agreement was entered into).

“Swap Agreement” means any agreement with respect to any swap, hedge, forward, future or derivative transaction or option or similar agreement involving, or settled by reference to, one or more rates, currencies, commodities, equity or debt instruments or securities, or economic, financial or pricing indices or measures of economic, financial or pricing risk or value or any similar transaction or any combination of these transactions; provided that no phantom stock or similar plan providing for payments only on account of services provided by current or former directors, officers, employees or consultants of the Borrower and its Subsidiaries shall be deemed to be a “Swap Agreement”.

“Term Loan Advance” and “Term Loan Advances” are each defined in Section 1.1.2(a) of this Agreement.        

“Term Loan Amortization Date” is set forth on Schedule I hereto.

“Term Loan Amount” means as of any date of determination, the aggregate principal amount of all outstanding Term Loan Advances.

“Term Loan Availability Amount” is set forth on Schedule I hereto.

“Term Loan Maturity Date” is set forth on Schedule I hereto.”

2.16Section 12.2 (Permitted Acquisition). Clause (d) of the definition of “Permitted Acquisition” and “Permitted Acquisitions” in Section 12.2 of the Loan Agreement hereby is amended and restated in its entirety to read as follows:

“(d)    Bank has received evidence that Borrower is in compliance with the financial covenants set forth in Section 5.10 on a pro forma basis immediately after giving effect to such acquisition;”

2.17Section 12.2 (Permitted Indebtedness). The definition of “Permitted Indebtedness” in Section 12.2 of the Loan Agreement hereby is amended by (i) deleting the word “and” from the end of clause (o) therein, (ii) deleting clause (p) in its entirety, and (iii) adding new clauses (p), (q), (r) and (s) to read as follows: “(p) obligations (contingent or otherwise) of the Borrower or any of its Subsidiaries existing or arising under any Specified Swap Agreement, provided that such obligations are (or were) not entered into by such Person for purposes of speculation;

(q)    Indebtedness of any Foreign Subsidiary (which is not a Borrower) owing to any other Foreign Subsidiary (which is not a Borrower);

(r)    interest-free Indebtedness of any Foreign Subsidiary (which is not a Borrower) owed to the government of Spain and obtained in connection with research and development; and

(s)    extensions, refinancings, modifications, amendments and restatements of any items of Permitted Indebtedness (a) through (r) above, provided that the principal amount thereof is not increased or the terms thereof are not modified to impose more burdensome terms upon Borrower or its Subsidiary, as the case may be.”

2.18Section 12.2 (Permitted Investments). Clause (h) of the definition of “Permitted Investments” in Section 12.2 of the Loan Agreement hereby is amended and restated in its entirety to read as follows:

“(h)    Investments (i) by Borrower in (A) Borrower or a Guarantor, (B) Foreign Subsidiaries in the aggregate in any fiscal year, not to exceed Five Million Dollars ($5,000,000) in the aggregate in any fiscal year, and (B) Domestic Subsidiaries that are not co-Borrowers or Guarantors of the Obligations not to exceed One Million Dollars ($1,000,000) in the aggregate in any fiscal year, and (ii) by Subsidiaries not a co-Borrower or a Guarantor (A) in other Subsidiaries not a co-Borrower or a Guarantor, or (B) in Borrower or a Guarantor;”

2.19Section 12.2 (Definitions). The following defined term and its respective definition hereby is deleted from Section 12.2 and the balance of the Loan Agreement in its entirety: “Term SOFR Adjustment”.

2.20Schedule I (LSA Provisions). The LSA Provisions set forth in Schedule I to the Loan Agreement hereby is replaced with Schedule I attached hereto.

2.21Exhibit A (Compliance Statement). The Compliance Statement set forth in Exhibit A to the Loan Agreement hereby is replaced with Exhibit A attached hereto.

2.22Exhibit B-1 (Form of Notice of Borrowing). The Notice of Borrowing set forth in Exhibit B-1 to the Loan Agreement hereby is replaced with Exhibit B-1 attached hereto.

2.23Exhibit B-2 (Form of Notice of Conversion/Continuation). The Notice of Conversion/ Continuation set forth in Exhibit B-2 to the Loan Agreement hereby is replaced with Exhibit B-2 attached hereto.

3.Limitation of Agreement.

3.1This Agreement is effective for the purposes set forth herein and shall be limited precisely as written and shall not be deemed to (a) be a consent to any amendment, waiver or modification of any other term or condition of any Loan Document, or (b) otherwise prejudice any right or remedy which Bank may now have or may have in the future under or in connection with any Loan Document.

3.2This Agreement shall be construed in connection with and as part of the Loan Documents, and all terms, conditions, representations, warranties, covenants and agreements set forth in the Loan Documents, except as herein amended, are hereby ratified and confirmed and shall remain in full force and effect.

4.Representations and Warranties. To induce Bank to enter into this Agreement, Borrower hereby represents and warrants to Bank as follows:

4.1Immediately after giving effect to this Agreement (a) the representations and warranties contained in the Loan Documents are true, accurate and complete in all material respects as of the date hereof (except to the extent such representations and warranties relate to an earlier date, in which case they are true and correct as of such date), and (b) no Default or Event of Default has occurred and is continuing. Borrower understands and agrees that in modifying the existing Obligations, Bank is relying upon Borrower’s representations, warranties, and agreements, as set forth in the Loan Documents;

4.2Borrower has the power and authority to execute and deliver this Agreement and to perform its obligations under the Loan Agreement, as amended by this Agreement;

4.3The organizational documents of Borrower delivered to Bank on the Effective Date remain true, accurate and complete and have not been amended, supplemented or restated and are and continue to be in full force and effect;

4.4The execution and delivery by Borrower of this Agreement and the performance by Borrower of its obligations under the Loan Agreement, as amended by this Agreement, have been duly authorized by all necessary action on the part of Borrower; and

4.5This Agreement has been duly executed and delivered by Borrower and is the binding obligation of Borrower, enforceable against Borrower in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, liquidation, moratorium or other similar laws of general application and equitable principles relating to or affecting creditors’ rights.

5.Updated Perfection Certificate. In connection with this Agreement, Borrower has delivered an updated Perfection Certificate (the “Updated Perfection Certificate”). Borrower and Bank acknowledge and agree that, from and after the date of this Agreement, each reference in the Loan Documents to the “Perfection Certificate” shall be deemed to be a reference to the Updated Perfection Certificate. Borrower acknowledges, confirms and agrees the disclosures and information Borrower provided to Bank in the Updated Perfection Certificate have not changed as of the date hereof.

6.Prior Agreement. The Loan Documents are hereby ratified and reaffirmed and shall remain in full force and effect. Borrower hereby ratifies, confirms, and reaffirms all terms and conditions of all security or other collateral granted to the Bank, and confirms that the indebtedness secured thereby includes, without limitation, the Obligations. This Agreement is not a novation and the terms and conditions of this Agreement shall be in addition to and supplemental to all terms and conditions set forth in the Loan Documents. In the event of any conflict or inconsistency between this Agreement and the terms of such documents, the terms of this Agreement shall be controlling, but such document shall not otherwise be affected or the rights therein impaired.

7.Integration. Except as expressly modified pursuant to this Agreement, the terms of the Loan Documents remain unchanged and in full force and effect. This Agreement and the Loan Documents represent the entire agreement about this subject matter and supersede prior negotiations or agreements. All prior agreements, understandings, representations, warranties, and negotiations between the parties about the subject matter of this Agreement and the Loan Documents merge into this Agreement and the Loan Documents.

8.Fees and Expenses. Borrower shall pay to Bank on the date first listed above (a) all Bank Expenses due and owing as of the date hereof, provided that Borrower has been invoiced for such Bank Expenses, and (b) a commitment fee in an amount equal to One Hundred Twenty-Five Thousand Dollars ($125,000) (which fee shall be fully earned by Bank upon the execution and delivery of this Agreement by the parties hereto and non-refundable). The fees and expenses listed in the previous sentence may be debited from any of Borrower’s accounts at Bank.

9.Conditions to Effectiveness. The parties agree that the obligations of Bank herein shall be effective upon the satisfaction of each of the following conditions precedent, each in form and substance satisfactory to Bank in its sole discretion, on or prior to the date first listed above: (a) the due execution and delivery to Bank of (i) this Agreement by each party hereto, and (ii) the Updated Perfection Certificate, and (b) Bank’s receipt of (i) copies, certified in a certificate executed by a duly authorized officer of Borrower to be true and complete as of the date hereof, of each of (A) the governing documents of Borrower as in effect on the date hereof, (B) the resolutions of Borrower authorizing the execution and delivery of this Agreement, the other documents executed in connection herewith and Borrower’s performance of all of the transactions contemplated hereby, and (C) an incumbency certificate giving the name and bearing a specimen signature of each individual who shall be so authorized on behalf of Borrower, (ii) a good standing certificate of Borrower, certified by the Secretary of State of the state of incorporation of Borrower and each jurisdiction in which Borrower is qualified to do business, dated as of a date no earlier than thirty (30) days prior to the date hereof, (iii) certified copies, dated as of a recent date, of financing statement and other lien searches of Borrower, as Bank may request and which shall be obtained by Bank, accompanied by written evidence (including any UCC termination statements) that the Liens revealed in any such searched either (A) will be terminated prior to or in connection with the execution of this Agreement, or (B) in the sole discretion of Bank, will constitute Permitted Liens, (iv) a legal opinion of Borrower’s counsel dated as of the date of this Agreement, and (v) the payment of all fees and expenses owing by Borrower to Bank under Section 8 above.

10.Notices. Borrower hereby notifies Bank of its updated mailing and electronic mail address set forth below for delivery of notices pursuant to Section 9 of the Loan Agreement:

If to Borrower:            MITEK SYSTEMS, INC., on behalf of each Borrower

770 First Street, Suite 425
San Diego, CA 92101

Attn: Andrea Williston, Head of Treasury

                Email: awilliston@miteksystems.com

                And: Jason Gray, Chief Legal Officer

                Email: jgray@miteksystems.com

with a copy to (which shall not constitute notice):

    

Barnes & Thornburg LLP

                1600 West End Avenue, Suite 800

Nashville, TN 37203

                Attn: Vincent Lillegard

                Email: vincent.lillegard@btlaw.com

11.Post-Closing Obligation. Borrower shall deliver to Bank, in form and substance satisfactory to Bank: (a) within thirty (30) days after the date of this Agreement (or such later date as Bank may approve in writing), evidence that the insurance policies required for Borrower are in full force and effect, together with appropriate evidence showing lender loss payable, notice of cancellation, and additional insured clauses or endorsements in favor of Bank; and (b) within sixty (60) days after the date of this Agreement (or such later date as Bank may approve in writing), evidence that any federal tax lien filed with the New York Department of State against ID R&D and outstanding on the date hereof has been released of record in full.

12.Miscellaneous.

12.1This Agreement shall constitute a Loan Document under the Loan Agreement; the failure to comply with the covenants contained herein shall constitute an Event of Default under the Loan Agreement; and all obligations included in this Agreement (including, without limitation, all obligations for the payment of principal, interest, fees, and other amounts and expenses) shall constitute obligations under the Loan Agreement and secured by the Collateral.

12.2Each provision of this Agreement is severable from every other provision in determining the enforceability of any provision.

12.3This Agreement may be executed in any number of counterparts and all of such counterparts taken together shall be deemed to constitute one and the same instrument.

12.4The Loan Documents are hereby amended wherever necessary to reflect the changes described above.

12.5Section 11.9 of the Loan Agreement applies to this Agreement.

12.6This Agreement and the rights and obligations of the parties hereto shall be governed by and construed in accordance with the laws of the State of California.

[Signature page follows.]

In Witness Whereof, the parties hereto have caused this Agreement to be duly executed and delivered as of the date first written above.

TO:        SILICON VALLEY BANK, a division of First-Citizens Bank & Trust Company

FROM:        MITEK SYSTEMS, INC., on behalf of each Borrower

Date:         

Under the terms and conditions of the Loan and Security Agreement between Borrower and Bank (as amended, modified, supplemented and/or restated from time to time, the “Agreement”), Borrower is in complete compliance for the period ending _______________ with all required covenants except as noted below. Attached are the required documents evidencing such compliance, setting forth calculations prepared in accordance with GAAP consistently applied from one period to the next except as explained in an accompanying letter or footnotes. Capitalized terms used but not otherwise defined herein shall have the meanings given them in the Agreement.

    The following financial covenant analyses and information set forth in Schedule 1 attached hereto are true and correct as of the date of this Compliance Statement.

    The following are the exceptions with respect to the statements above: (If no exceptions exist, state “No exceptions to note.”)

-----------------------------------------------------------------------------------------------------------------------------------------------

In the event of a conflict between this Schedule and the Agreement, the terms of the Agreement shall govern.

Dated:    ____________________

I.Maximum Net Leverage Ratio (Section 5.10(a))

Required:    A Maximum Net Leverage Ratio (subject to periodic reporting as of the last day of each calendar quarter) of no greater than 2.50 to 1.00; provided that, if one or more Permitted Acquisitions are consummated during the trailing twelve-month period ended on the applicable test date, the Maximum Net Leverage Ratio shall instead be no greater than 2.75 to 1.00 for such date only.

Is line P less than or equal to 2.50 (or if applicable, 2.75) to 1.00 for the relevant measuring period?

II.Minimum Fixed Charge Coverage Ratio (Section 5.10(b))

Required:    A minimum Fixed Charge Coverage Ratio (subject to periodic reporting as of the last day of each calendar quarter) of 1.35 to 1.00.

Is line F at least 1.35 to 1.00 for the relevant measuring period?

The undersigned refers to the Loan Agreement, the terms defined therein and used herein as so defined, and hereby gives you notice irrevocably, pursuant to Section 1.8 of the Loan Agreement, of the borrowing of [an Advance][a Term Loan Advance][an Advance and Term Loan Advance].

1.The Funding Date, which shall be a Business Day, of the requested [Advance][Term Loan Advance][Advance and Term Loan Advance] is _______________.

2.[The aggregate amount of the requested Advance is $_____________.]

3.[The aggregate amount of the requested Term Loan Advance is $_____________.]

4.[The requested Advance shall consist of $___________ of Prime Rate Advances and $______ of SOFR Advances, bearing interest at Adjusted Term SOFR.]

5.[The requested Term Loan Advance shall consist of $___________ of Prime Rate Advances and $______ of SOFR Advances, bearing interest at Adjusted Term SOFR.]

6.[The duration of the Interest Period for the SOFR Advances bearing interest at Adjusted Term SOFR included in the requested Advance shall be __________ months.]

7.[The duration of the Interest Period for the SOFR Advances bearing interest at Adjusted Term SOFR included in the requested Term Loan Advance shall be __________ months.]

The undersigned hereby certifies that the following statements are true on the date hereof, and will be true on the date of the proposed [Advance][Term Loan Advance][Advance and Term Loan Advance] before and after giving effect thereto, and to the application of the proceeds therefrom, as applicable:

(a) all representations and warranties of Borrower contained in the Loan Agreement are true, accurate and complete in all material respects as of the date hereof; provided, however, that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof; and provided, further that those representations and warranties expressly referring to a specific date shall be true, accurate and complete in all material respects or all respects, as applicable, as of such date;

(b)    no Event of Default has occurred and is continuing, or would result from such proposed [Advance][Term Loan Advance][Advance and Term Loan Advance];[ and

(c)    immediately prior to making such Advance, the Availability Amount is greater than or equal to the amount of such requested Advance.][and

(d)    annexed hereto is evidence that the proceeds of such Term Loan Advance have been disbursed [directly in payment of amounts outstanding under the 2026 Convertible Senior Notes][into a Deposit Account or Securities Account held by Borrower with Bank].]

                        By:                          

                        Name:                          

                        Title:                          

           

The undersigned refers to the Loan Agreement, the terms defined therein being used herein as therein defined, and hereby gives you notice irrevocably, pursuant to Section 2.4 of the Loan Agreement, of the [conversion] or [continuation] of the [Advance][Term Loan Advance][Advance and Term Loan Advance] specified herein, that::

1.    The date of the [conversion] [continuation] is                                            , 20___.

2.    [The aggregate amount of the proposed Advances to be [converted] is
$                          or [continued] is $                                  .]

3.    [The aggregate amount of the proposed Term Loan Advances to be [converted] is
$                          or [continued] is $                                  .]

4.    [The Advances are to be [converted into] [continued as] [SOFR] [Prime Rate] Advances.]

5.    [The Term Loan Advances are to be [converted into] [continued as] [SOFR] [Prime Rate] Advances.]

6.    [The duration of the Interest Period for the Advances that are SOFR Advances included in the [conversion] [continuation] shall be            months.]

7.    [The duration of the Interest Period for the Term Loan Advances that are SOFR Advances included in the [conversion] [continuation] shall be            months.]

The undersigned, on behalf of Borrower, hereby certifies that the following statements are true on the date hereof, and will be true on the date of the proposed [conversion] [continuation], before and after giving effect thereto and to the application of the proceeds therefrom:

(a) all representations and warranties of Borrower stated in the Loan Agreement are true, accurate and complete in all material respects as of the date hereof; provided, however, that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof; and provided, further that those representations and warranties expressly referring to a specific date shall be true, accurate and complete in all material respects or all respects, as applicable, as of such date; and

(b)     no Event of Default has occurred and is continuing, or would result from such proposed [conversion] [continuation].

                        By:                          

                        Name:                          

                        Title:                          

SAN DIEGO, CA, May 8, 2025 - Mitek Systems, Inc. (NASDAQ: MITK, www.miteksystems.com, “Mitek” or the “Company”), a global leader in digital identity verification, mobile capture and fraud management, today reported financial results for its second quarter ended March 31, 2025 and raised its adjusted EBITDA margin guidance range for its fiscal 2025 full year ending September 30, 2025 (“fiscal 2025”).

“Mitek delivered a strong second quarter, achieving all-time record revenue and record profitability, underscoring our continued momentum,” said Ed West, Mitek’s CEO. “SaaS revenue growth was particularly strong, increasing 15% year over year, as customers increasingly rely on our Identity Verification and Fraud solutions to address real-world challenges with speed and precision. At the same time, we are building a more agile Mitek, strengthening our foundation, and deepening engagement with banks, fintechs, telecoms and enterprises. These results reflect meaningful progress and position our core technologies as catalysts for durable, long-term growth. As we enter the second half of the year, our focus remains on disciplined execution.”

•Revenue of $51.9 million was an 11% increase year-over-year, compared to $47.0 million a year ago.

•Gross profit of $42.1 million was a 12% increase year-over-year, compared to $37.5 million a year ago.

•GAAP gross profit margin was 81.2%, up from 79.8% a year ago.

•GAAP net income was $9.2 million, compared to a GAAP net income of $0.3 million a year ago.

•GAAP net income per diluted share was $0.20, compared to $0.01 a year ago.

•Total cash and investments was $152.4 million at March 31, 2025, an increase of $10.6 million from $141.8 million at September 30, 2024.

•Non-GAAP gross profit of $45.6 million was an 11% increase year-over-year, compared to $40.9 million a year ago.

•Non-GAAP gross profit margin was 87.7%, compared to 87.0% a year ago.

•Adjusted EBITDA was $20.2 million, compared to $13.3 million a year ago.

•Adjusted EBITDA margin was 38.8%, compared to 28.2% a year ago.

•Non-GAAP net income was $16.7 million, compared to $11.5 million a year ago.

•Non-GAAP net income per diluted share was $0.36, compared to $0.24 a year ago.

•Free cash flow was $13.7 million for the six months ended March 31, 2025, compared to negative $3.1 million for the corresponding period a year ago, and was $47.1 million for the twelve months ended March 31, 2025, compared to $16.2 million for the corresponding period a year ago.

Mitek is updating its guidance for its fiscal 2025 year ending September 30, 2025, as follows:

•Mitek is maintaining its fiscal 2025 full-year revenue guidance of $170 million to $180 million.

•Mitek is raising its fiscal 2025 full-year adjusted EBITDA margin guidance range by 100 basis points, resulting in a new guidance range of 26%-29%.

Mitek also announced an amendment to its existing credit facility with Silicon Valley Bank, a division of First Citizens Bank & Trust Company, to provide for a new $75 million term loan and a revised $25 million revolving line of credit. Mitek intends to utilize up to $75 million of the term loan, along with Company cash, to retire the Company’s outstanding Convertible Notes on or before their maturity date of February 1, 2026. Dave Lyle, Mitek’s CFO stated, “This transaction coupled with our strong balance sheet and cash flows, secures our financial flexibility with respect to the timing and structure of repaying our Convertible Notes.”

Mitek management will host a conference call and live webcast for analysts and investors today at 2:00 p.m. Pacific Time (5:00 p.m. Eastern Time) to discuss the Company’s financial results for its fiscal 2025 second quarter. To access the live call, dial 844-481-3005 (US and Canada) or +1 412-317-1889 (International) and ask to be joined to the Mitek call. A live and archived conference call webcast will also be accessible on the Investor Relations section of the Company’s website at www.miteksystems.com. A phone replay will be available approximately two hours after the end of the call and will remain available for one week. The phone call replay can be accessed by dialing 877-344-7529 (US or Canada) or +1 412-317-0088 (International) and entering the passcode: 9085084.

About Mitek Systems, Inc.

Mitek (NASDAQ: MITK) is a global leader in digital access, founded to bridge the physical and digital worlds. Mitek’s advanced identity verification technologies and global platform make digital access faster and more secure, providing companies new levels of control, deployment ease and operation, while protecting the entire customer journey. With solutions trusted by 7,900 organizations around the world, including the majority of North American financial institutions which rely on our mobile check deposit solutions, Mitek helps companies reduce risk and meet regulatory requirements. Learn more at www.miteksystems.com. [(MITK-F)]

Follow Mitek on LinkedIn and YouTube, and read Mitek’s latest blog posts here.

Statements contained in this news release relating to the Company or its management’s intentions, hopes, beliefs, expectations or predictions of the future, including, but not limited to, statements relating to the Company’s fiscal 2025 guidance, are forward-looking statements. Such forward-looking statements are subject to a number of risks and uncertainties, including, but not limited to, risks related to the Company’s ability to withstand negative conditions in the global economy, a lack of demand for or market acceptance of the Company’s products, the Company’s ability to continue to develop, produce and introduce innovative new products in a timely manner, the Company’s ability to capitalize on a growing market, quarterly variations in revenue, the profitability of certain sectors of the Company, the performance of the Company’s growth initiatives, the outcome of any pending or threatened litigation or investigation, and the timing of the implementation and launch of the Company’s products by the Company’s signed customers.

Additional risks and uncertainties faced by the Company are contained from time to time in the Company’s filings with the U.S. Securities and Exchange Commission (SEC), including, but not limited to, the Company’s Annual Report on Form 10-K for the fiscal year ended September 30, 2024, as filed with the SEC on December 16, 2024 and its quarterly reports on Form 10-Q and current reports on Form 8-K, which you may obtain for free on the SEC’s website at www.sec.gov. Collectively, these risks and uncertainties could cause the Company’s actual results to differ materially from those projected in its forward-looking statements and you are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date hereof.

The Company disclaims any intention or obligation to update, amend or clarify these forward-looking statements, whether as a result of new information, future events or otherwise, except as may be required under applicable securities laws.

Todd Kehrli or Jim Byers

ir@miteksystems.com

This news release contains non-U.S. generally accepted accounting principles (“GAAP”) financial measures for non-GAAP gross profit, non-GAAP cost of revenue, non-GAAP gross margin, non-GAAP net income, non-GAAP net income per share, non-GAAP operating income, non-GAAP operating margin, adjusted EBITDA, and adjusted EBITDA margin and non-GAAP operating expense that exclude amortization of acquisition-related intangibles, net changes in estimated fair value of acquisition-related contingent consideration, litigation and other legal costs, executive transition costs, stock-based compensation expense, non-recurring audit fees, enterprise risk, portfolio positioning and other related costs, restructuring costs, and amortization of debt discount and issuance costs. These financial measures are not calculated in accordance with GAAP and are not based on any comprehensive set of accounting rules or principles. In evaluating the Company’s performance, management uses certain non-GAAP financial measures to supplement financial statements prepared under GAAP. Management believes these non-GAAP financial measures provide a useful measure of the Company’s operating results, a meaningful comparison with historical results and with the results of other companies, and insight into the Company’s ongoing operating performance. Further, management and the Board of Directors of the Company utilize these non-GAAP financial measures to gain a better understanding of the Company’s comparative operating performance from period-to-period and as a basis for planning and forecasting future periods. Management believes these non-GAAP financial measures, when read in conjunction with the Company’s GAAP financial statements, are useful to investors because they provide a basis for meaningful period-to-period comparisons of the Company’s ongoing operating results, including results of operations against investor and analyst financial models, which helps identify trends in the Company’s underlying business and provides a better understanding of how management plans and measures the Company’s underlying business.

The Company has not provided a reconciliation of its forward outlook for non-GAAP adjusted EBITDA margin with its forward-looking GAAP net income margin in reliance on the unreasonable efforts exception provided under Item 10(e)(1)(i)(B) of Regulation S-K. The Company is unable, without unreasonable efforts, to quantify share-based compensation expense, which is excluded from our non-GAAP adjusted EBITDA margin, as it requires additional inputs such as the number of shares granted and market prices that are not ascertainable due to the volatility of the Company’s share price. Additionally, a significant portion of the Company’s operations are in foreign countries and the transactional currencies are primarily Euros and British pound sterling and the Company is not able to predict fluctuations in those currencies without unreasonable efforts. The Company expects these items may have a potentially significant impact on future GAAP financial results.

We define free cash flow as net cash provided by operating activities, less cash used for purchases of property and equipment. We define free cash flow margin as free cash flow as a percentage of revenue. In addition to the reasons stated above, we believe that free cash flow is useful to investors as a liquidity measure because it measures our ability to generate or use cash in excess of our capital investments in property and equipment in order to enhance the strength of our balance sheet and further invest in our business and potential strategic initiatives. A limitation of the utility of free cash flow as a measure of our liquidity is that it does not represent the total increase or decrease in our cash balance for the period. We use free cash flow in conjunction with traditional U.S. GAAP measures as part of our overall assessment of our liquidity, including the preparation of our annual operating budget and quarterly forecasts and to evaluate the effectiveness of our business strategies. There are a number of limitations related to the use of free cash flow as compared to net cash provided by operating activities, including that free cash flow includes capital expenditures, the benefits of which are realized in periods subsequent to those when expenditures are made. We may refer to certain financial metrics on a Last Twelve Months (“LTM”) basis. LTM figures represent the sum of the most recently reported four fiscal quarters and are used to provide a view of the company's financial performance over the past year.

Mitek encourages investors to review the related GAAP financial measures and the reconciliation of these non-GAAP financial measures to their most directly comparable GAAP financial measures, which it includes in press releases announcing quarterly financial results, including this press release, and not to rely on any single financial measure to evaluate Mitek’s business.

(1)During the three and six months ended March 31, 2024, our legal team used third party legal experts to perform and provide advice regarding a variety of activities including intellectual property litigation matters and risk analysis and in providing support for customers in their litigation, matters and options related to getting our SEC filings current, the process for a potential delisting from the Nasdaq Capital Market, ongoing litigation support, and various other projects.

(2)During the six months ended March 31, 2024, we used three third party experts to evaluate our product portfolio positioning, competitive landscape, enterprise risk and other related analyses.

(1)During the three and six months ended March 31, 2024, our legal team used third party legal experts to perform and provide advice regarding a variety of activities including intellectual property litigation matters and risk analysis and in providing support for customers in their litigation, matters and options related to getting our SEC filings current, the process for a potential delisting from the Nasdaq Capital Market, ongoing litigation support, and various other projects.

(2)During the six months ended March 31, 2024, we used three third party experts to evaluate our product portfolio positioning, competitive landscape, enterprise risk and other related analyses.

(3)Restructuring costs consist of employee severance obligations and other related costs. Restructuring costs were $0.8 million in the six months ended March 31, 2025 and were related to a restructuring that occurred in the first quarter of fiscal 2025. Restructuring costs were $0.6 million in the six months ended March 31, 2024 and were related to expenses incurred to relocate employees.

  

MITEK SYSTEMS, INC.
NON-GAAP NET INCOME RECONCILIATION
(Unaudited)
(amounts in thousands except per share data)
			Three Months Ended March 31,												Six Months Ended March 31,
			2025						2024						2025						2024
Net income (loss)			$	9,152					$	282					$	4,540					$	(5,511)
Non-GAAP adjustments:
Amortization of acquisition-related intangibles(1)			3,600						3,848						7,257						7,695
Net changes in estimated fair value of acquisition-related contingent consideration(1)			—						—						—						136
Litigation and other legal costs(2)			187						918						420						3,087
Executive transition costs			27						559						521						768
Stock-based compensation expense			4,352						3,888						8,817						7,318
Non-recurring audit fees			263						2,373						1,130						4,011
Enterprise risk, portfolio positioning and other related costs(3)			—						—						—						996
Restructuring costs(4)			29						530						837						578
Amortization of debt discount and issuance costs			2,162						2,006						4,309						3,975
Income tax effect of pre-tax adjustments			(3,440)						(4,427)						(5,359)						(7,394)
Cash tax difference(5)			414						1,559						907						2,200
Non-GAAP net income			$	16,746					$	11,536					$	23,379					$	17,859
Non-GAAP net income per share—basic			$	0.37					$	0.25					$	0.51					$	0.38
Non-GAAP net income per share—diluted			$	0.36					$	0.24					$	0.50					$	0.38
Shares used in calculating non-GAAP net income per share—basic			45,651						46,896						45,501						46,593
Shares used in calculating non-GAAP net income per share—diluted			46,610						48,041						46,599						46,593

(1)March 31, 2024 amounts reflect reclassifications to conform to the current year presentation.

(2)During the three and six months ended March 31, 2024, our legal team used third party legal experts to perform and provide advice regarding a variety of activities including intellectual property litigation matters and risk analysis and in providing support for customers in their litigation, matters and options related to getting our SEC filings current, the process for a potential delisting from the Nasdaq Capital Market, ongoing litigation support, and various other projects.

(3)During the six months ended March 31, 2024, we used three third party experts to evaluate our product portfolio positioning, competitive landscape, enterprise risk and other related analyses.

(4)Restructuring costs consist of employee severance obligations and other related costs. Restructuring costs were $0.8 million in the six months ended March 31, 2025 and were related to a restructuring that occurred in the first quarter of fiscal 2025. Restructuring costs were $0.6 million in the six months ended March 31, 2024 and were related to expenses incurred to relocate employees.

(5)The Company’s non-GAAP net income is calculated using a cash tax rate of 18% in fiscal 2025 and 13% in fiscal 2024. The estimated cash tax rate is the estimated annual tax payable on the Company’s tax returns as a percentage of estimated annual non-GAAP pre-tax net income. The Company uses an estimated cash tax rate to adjust for the historical variation in the effective book tax rate associated with the reversal of valuation allowances, and the utilization of research and development tax credits which currently have an overall effect of reducing taxes payable. The Company believes that the cash tax rate provides a more transparent view of the Company’s operating results. The Company’s effective tax rate used for the purposes of calculating GAAP net income for the three months ended March 31, 2025 and 2024 was 9% and 168%, respectively. The Company’s effective tax rate used for the purposes of calculating GAAP net income for the six months ended March 31, 2025 and 2024 was 12% and 31%, respectively.