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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 10-Q


☒			QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended ~~June~~December 3031, 2025


☐			TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from to .

Commission File Number 001-35231

MITEK SYSTEMS, INC.

(Exact name of registrant as specified in its charter)


Delaware						87-0418827
(State or other jurisdiction of incorporation or organization)						(I.R.S. Employer Identification No.)

770 First Avenue, Suite 425
San Diego, California						92101
(Address of principal executive offices)						(Zip Code)

(619) 269-6800

(Registrant’s telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Act:


Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, par value $0.001 per share	MITK	The NASDAQ Capital Market

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer

☐

Accelerated filer

☒

Non-accelerated filer

☐

Smaller reporting company

☐

Emerging growth company

☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

There were 45,316,289 shares of the registrant’s common stock outstanding as of January 30, 2026.

MITEK SYSTEMS, INC.

FORM 10-Q

For The Quarterly Period Ended ~~June~~December 3031, 2025

INDEX

	PART I. FINANCIAL INFORMATION	Page No.
Item 1.	Financial Statements	1
	Condensed Consolidated Balance Sheets at June 30, 2025 (Unaudited) and September 30, 2024	1
	Condensed Consolidated Balance Sheets at December 31, 2025 (Unaudited) and September 30, 2025	1
	Condensed Consolidated Statements of Operations and Comprehensive Income (Loss) (Unaudited) for the Three and Nine Months Ended June 30, 2025 and 2024	2
	Condensed Consolidated Statements of Operations and Comprehensive Income (Loss) (Unaudited) for the Three Months Ended December 31, 2025 and 2024	2
	Condensed Consolidated Statements of Stockholders' Equity (Unaudited) for the Three and Nine Months Ended June 30, 2025 and 2024	3
	Condensed Consolidated Statements of Stockholders' Equity (Unaudited) for the Three Ended December 31, 2025 and 2024	3
	Condensed Consolidated Statements of Cash Flows (Unaudited) for the Nine Months Ended June 30, 2025 and 2024	5
	Condensed Consolidated Statements of Cash Flows (Unaudited) for the Three Months Ended December 31, 2025 and 2024	4
	Notes to Condensed Consolidated Financial Statements (Unaudited)	65
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	2019
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	2925
Item 4.	Controls and Procedures	3026
	PART II. OTHER INFORMATION
Item 1.	Legal Proceedings	3227
Item 1A.	Risk Factors	3227
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	3227
Item 3.	Defaults Upon Senior Securities	3227
Item 4.	Mine Safety Disclosures	3227
Item 5.	Other Information	3227
Item 6.	Exhibits	3328
	Signatures	3529

PART I

FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS.

MITEK SYSTEMS, INC.

CONDENSED CONSOLIDATED BALANCE SHEETS

(amounts in thousands except share data)

	June 30, 2025 (Unaudited)		September 30, 2024
	December 31, 2025 (Unaudited)		September 30, 2025
ASSETS
Current assets:
Cash and cash equivalents	$	~~127~~175,~~124~~122	$	93154,~~456~~153
Short-term investments	3914,~~947~~953		3638,~~884~~858
Accounts receivable, net	4031,~~207~~936		3136,~~682~~811
Contract assets, current portion	1211,~~180~~697		1512,~~818~~687
Prepaid expenses	32,~~666~~134		43,~~514~~050
Other current assets	23,~~737~~260		2,~~697~~935
Total current assets	~~225~~239,~~861~~102		~~185~~248,~~051~~494
Long-term investments	81,~~304~~713		113,~~410~~464
Property and equipment, net	23,~~263~~372		2,~~564~~314
Right-of-use assets	2,~~331~~429		42,~~662~~624
Intangible assets, net	4336,~~808~~469		5439,~~137~~799
Goodwill	~~134~~133,~~683~~399		~~131~~133,~~574~~457
Deferred income tax assets	2624,~~261~~973		1925,~~145~~334
Contract assets, non-current portion	1,~~403~~936		31,~~620~~405
Other non-current assets	13,~~801~~060		12,~~590~~218
Total assets	$	446,~~715~~453	$	~~413~~459,~~753~~109
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Accounts payable	$	35,~~554~~057	$	73,~~236~~874
Accrued payroll and related taxes	1310,~~687~~645		1016,~~324~~837
Accrued liabilities	~~426~~245		~~424~~343
Deferred revenue, current portion	25,~~925~~206		2129,~~231~~061
Lease liabilities, current portion	~~660~~911		~~805~~890
Convertible senior notes	~~150~~154,~~004~~464		—152,216
Other current liabilities(1)	4,548		2,127
Other current liabilities	6,581		5,813
Total current liabilities	~~198~~203,~~804~~109		42209,~~147~~034
Convertible senior notes	—		143,601
Deferred revenue, non-current portion	742		1,085
Deferred revenue, non-current portion	843		753
Lease liabilities, non-current portion	1,858		2,080
Lease liabilities, non-current portion	2,063		4,230
Deferred income tax liabilities	295		295
Deferred income tax liabilities	2,890		3,889
Other non-current liabilities	6,793		6,357
Other non-current liabilities	4,523		4,332
Total liabilities	212,797		218,851
Total liabilities	209,123		198,952
Stockholders’ equity:
Preferred stock, $0.001 par value, 1,000,000 shares authorized, none issued and outstanding	—		—
Common stock, $0.001 par value, 120,000,000 shares authorized, 45,621,504 and 44,998,939 issued and outstanding, as of June 30, 2025 and September 30, 2024, respectively	46		45
Common stock, $0.001 par value, 120,000,000 shares authorized, 45,282,535 and 44,998,939 issued and outstanding, as of December 31, 2025 and September 30, 2025, respectively	45		46
Additional paid-in capital	~~261~~266,~~796~~568		~~247~~265,~~326~~835
Accumulated other comprehensive income (loss)	2,340		(2,302)
Accumulated other comprehensive income	474		586
Accumulated deficit	(2633,~~590~~431)		(3026,~~268~~209)
Total stockholders’ equity	~~237~~233,~~592~~656		~~214~~240,~~801~~258
Total liabilities and stockholders’ equity	$	446,~~715~~453	$	~~413~~459,~~753~~109

(1) September 30, 2024 condensed consolidated balance sheet reflects reclassifications to conform to the current year presentation.

See accompanying notes to condensed consolidated financial statements.

MITEK SYSTEMS, INC.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND

COMPREHENSIVE INCOME (LOSS)

(Unaudited)

(amounts in thousands except per share data)

Three Months Ended June 30,

Nine Months Ended June 30,

Three Months Ended December 31,

2025

2024

~~2025~~

~~2024~~

Revenue

Software and hardware

19,507

22,662

58,192

63,531

Software license

13,901

11,985

Services and other

26,222

22,314

76,720

65,330

SaaS, maintenance, and other

30,343

25,269

Total revenue

4544,~~729~~244

4437,~~976~~254

~~134,912~~

~~128,861~~

Operating costs and expenses

Cost of revenue—software and hardware (exclusive of depreciation & amortization)

136

123

Cost of revenue—software license (exclusive of depreciation & amortization)

Cost of revenue—services and other (exclusive of depreciation & amortization)

6,969

6,428

19,361

18,108

Cost of revenue—SaaS, maintenance, and other (exclusive of depreciation & amortization)

8,374

5,877

Selling and marketing

118,~~127~~148

109,~~354~~695

~~31,362~~

~~31,231~~

Research and development

87,~~960~~374

98,~~982~~323

~~27,049~~

~~28,569~~

General and administrative

11,~~251~~074

1211,~~604~~901

~~33,250~~

~~43,085~~

Amortization and acquisition-related costs

3,560

3,750

10,817

11,581

Amortization of acquired intangibles and acquisition-related costs

3,286

3,657

Restructuring costs

—515

~~1,070~~808

~~837~~

~~1,648~~

Total operating costs and expenses

4138,~~920~~804

4440,~~242~~328

~~122,812~~

~~134,345~~

Operating income (loss)

35,~~809~~440

~~734~~(3,074)

~~12,100~~

~~(5,484)~~

Interest expense

2,~~469~~542

2,~~329~~398

~~7,274~~

~~6,895~~

Other income (expense), net

1,~~805~~500

~~1,436~~563

~~3,478~~

~~4,268~~

Income (loss) before income taxes

34,~~145~~398

(~~159~~4,909)

~~8,304~~

~~(8,111)~~

Income tax benefit (provision)

(~~749~~1,626)

~~375~~297

~~(1,368)~~

~~2,816~~

Net income (loss)

2,~~396~~772

~~216~~(4,612)

~~6,936~~

~~(5,295)~~

Net income (loss) per share—basic

0.0506

(0.0010)

~~0.15~~

~~(0.11)~~

Net income (loss) per share—diluted

0.0506

(0.0010)

~~0.15~~

~~(0.11)~~

Shares used in calculating net income (loss) per share—basic

45,~~894~~702

4745,~~017~~195

~~45,632~~

~~46,764~~

Shares used in calculating net income (loss) per share—diluted

4647,~~848~~162

4845,~~307~~195

~~46,790~~

~~47,792~~

Comprehensive income (loss)

Net income (loss)

2,~~396~~772

~~216~~(4,612)

~~6,936~~

~~(5,295)~~

Other comprehensive income (loss), net of tax

Foreign currency translation adjustment

~~10,300~~(89)

(~~307~~10,510)

~~4,734~~

~~4,270~~

Unrealized gain (loss) on investments, net of tax benefit/(expense) of $3, $(5), $29 and $(37)

(8)

(92)

Unrealized gain (loss) on investments, net of tax benefit/(expense) of $7 and $34

(23)

(138)

Other comprehensive income (loss), net of tax

~~10,292~~(112)

(~~275~~10,648)

~~4,642~~

~~4,363~~

Comprehensive income (loss)

122,~~688~~660

(5915,260)

~~11,578~~

~~(932)~~

See accompanying notes to condensed consolidated financial statements.

MITEK SYSTEMS, INC.

CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY

(Unaudited)

(amounts in thousands)

	Three Months Ended June 30, 2025
	Three Months Ended December 31, 2025
	Common Stock			Additional Paid-In Capital		AccumulatedOtherComprehensiveIncome (Loss)	AccumulatedDeficit		Total Stockholders’ Equity
	Shares	Amount
Balance, March 31, 2025	45,531	$	46	$	257,106		$	(7,952)	$	(28,986)	$	220,214
Balance, September 30, 2025	45,637	$	46	$	265,835		$	586	$	(26,209)	$	240,258
Exercise of stock options	15	—		~~268~~25			—		—		~~268~~25
Settlement of restricted stock units	90719	—		—			—		—		—
Stock-based compensation expense	—	—		4,422			—		—		4,422
Payment of tax withholding obligations related to net share settlements of equity awards	—	—		(1,983)			—		—		(1,983)
Stock-based compensation expense	—	—		2,691			—		—		2,691
Repurchases and retirement of common stock	(1,078)	(1)		—			—		(9,994)		(9,995)
Components of comprehensive income (loss), net of tax:
Net income (loss)	—	—		—			—		2,~~396~~772		2,~~396~~772
Currency translation adjustment	—	—		—			~~10,300~~(89)		—		~~10,300~~(89)
Change in unrealized gain (loss) on investments	—	—		—			(823)		—		(823)
Balance, June 30, 2025	45,622	$	46	$	261,796		$	2,340	$	(26,590)	$	237,592
Balance, December 31, 2025	45,283	$	45	$	266,568		$	474	$	(33,431)	$	233,656

	Three Months Ended June 30, 2024
	Three Months Ended December 31, 2024
	Common Stock			AdditionalPaid-InCapital		AccumulatedOtherComprehensiveIncome (Loss)		AccumulatedDeficit		TotalStockholders’Equity
	Shares	Amount
Balance, March 31, 2024	46,791	$	47	$	240,521	$	(9,599)	$	(14,823)	$	216,146
Balance, September 30, 2024	44,999	$	45	$	247,326	$	(2,302)	$	(30,268)	$	214,801
Exercise of stock options	266	—		4177		—		—		4177
Settlement of restricted stock units	~~176~~517	—1		—(1)		—		—		—
Stock-based compensation expense	—	—		34,~~585~~465		—		—		34,~~585~~465
Repurchases and retirement of common stock	(~~820~~370)	(1)		—		—		(103,~~039~~265)		(103,~~040~~266)
Components of comprehensive income (loss), net of tax:
Net income (loss)	—	—		—		—		~~216~~(4,612)		~~216~~(4,612)
Currency translation adjustment	—	—		—		(~~307~~10,510)		—		(~~307~~10,510)
Change in unrealized gain (loss) on investments	—	—		—		32(138)		—		32(138)
Balance, June 30, 2024	46,149	$	46	$	244,110	$	(9,874)	$	(24,646)	$	209,636
Balance, December 31, 2024	45,212	$	45	$	251,967	$	(12,950)	$	(38,145)	$	200,917

See accompanying notes to condensed consolidated financial statements.

MITEK SYSTEMS, INC.

CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY

(Unaudited)

(amounts in thousands)

	Nine Months Ended June 30, 2025
	Common Stock			AdditionalPaid-InCapital		AccumulatedOtherComprehensiveIncome (Loss)		AccumulatedDeficit		TotalStockholders’Equity
	Shares	Amount
Balance, September 30, 2024	44,999	$	45	$	247,326	$	(2,302)	$	(30,268)	$	214,801
Exercise of stock options	117	—		529		—		—		529
Settlement of restricted stock units	781	2		(2)		—		—		—
Issuance of common stock under employee stock purchase plan	95	—		704		—		—		704
Stock-based compensation expense	—	—		13,239		—		—		13,239
Repurchases and retirement of common stock	(370)	(1)		—		—		(3,258)		(3,259)
Components of comprehensive income (loss), net of tax:
Net income (loss)	—	—		—		—		6,936		6,936
Currency translation adjustment	—	—		—		4,734		—		4,734
Change in unrealized gain (loss) on investments	—	—		—		(92)		—		(92)
Balance, June 30, 2025	45,622	$	46	$	261,796	$	2,340	$	(26,590)	$	237,592

	Nine Months Ended June 30, 2024
	Common Stock			AdditionalPaid-InCapital		AccumulatedOtherComprehensiveIncome (Loss)	AccumulatedDeficit		TotalStockholders’Equity
	Shares	Amount
Balance, September 30, 2023	45,591	$	46	$	228,691		$	(14,237)	$	(9,312)	$	205,188
Exercise of stock options	169	—		1,048			—		—		1,048
Settlement of restricted stock units	898	1		(1)			—		—		—
Acquisition-related shares issued	311	—		3,471			—		—		3,471
Stock-based compensation expense	—	—		10,901			—		—		10,901
Repurchases and retirement of common stock	(820)	(1)		—			—		(10,039)		(10,040)
Components of comprehensive income (loss), net of tax:
Net income (loss)	—	—		—			—		(5,295)		(5,295)
Currency translation adjustment	—	—		—			4,270		—		4,270
Change in unrealized gain (loss) on investments	—	—		—			93		—		93
Balance, June 30, 2024	46,149	$	46	$	244,110		$	(9,874)	$	(24,646)	$	209,636

See accompanying notes to condensed consolidated financial statements.

MITEK SYSTEMS, INC.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited)

(amounts in thousands)

	Nine Months Ended June 30,
	Three Months Ended December 31,
	2025		2024
Operating activities:
Net income (loss)	$	62,~~936~~772	$	(54,~~295~~612)
Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities:
Stock-based compensation expense	132,~~239~~691		104,~~901~~465
Loss on extinguishment of revolving credit line	309		—
Amortization of acquired intangible assets	3,286		3,657
Amortization of intangible assets	10,817		11,445
Amortization of costs capitalized to obtain revenue contracts	606		472
Amortization of costs capitalized to obtain revenue contracts	1,394		1,247
Depreciation and amortization expense	353		395
Depreciation expense	1,171		1,380
Bad debt expense	(71)		589
Bad debt expense	520		1,090
Amortization of investment premiums & other	(216)		(797)
Amortization of investment premiums & other	(764)		(1,756)
Accretion and amortization on convertible senior notes	2,249		2,105
Accretion and amortization on debt securities	6,403		6,015
Deferred taxes	366		(343)
Net changes in estimated fair value of acquisition-related contingent consideration	—		136
Deferred taxes	(7,942)		(2,187)
Changes in assets and liabilities, net of acquisitions:
Accounts receivable	(84,~~852)~~911		(101,~~363~~868)
Contract assets	~~5,997~~444		~~5,527~~(163)
Other assets	(~~755~~856)		(~~8,840~~738)
Accounts payable	(31,~~691)~~183		(12,~~358~~161)
Accrued payroll and related taxes	3(6,~~947~~211)		~~249~~(2,532)
Income taxes payable	~~1,990~~802		~~(4,125)~~28
Deferred revenue	(4,~~584~~181)		~~6,568~~849
Restructuring accrual	—		42
Other liabilities	(110)		1,219
Other liabilities	576		(90)
Net cash provided by (used in) operating activities	8,018		565
Net cash provided by (used in) operating activities	35,879		10,586
Investing activities:
Purchases of investments	~~(34,192)~~—		(4512,~~185~~375)
Maturities of investments	3425,~~900~~842		7412,~~172~~300
Purchases of property and equipment, net	(896)		(1,155)
Sales of investments	—		1,250
Net cash provided by (used in) investing activities	(188)		27,832
Purchases of property and equipment, net	(1,426)		(335)
Net cash provided by (used in) investing activities	24,416		840
Financing activities:
Payment of debt issuance costs	(224)		(290)
Proceeds from the issuance of equity plan common stock	25		177
Proceeds from the issuance of equity plan common stock	530		1,048
Repurchases and retirements of common stock	(9,995)		(3,257)
Repurchases and retirements of common stock	(3,259)		(10,040)
Payment of tax withholding obligations related to net share settlements of equity awards	(1,983)		—
Payment of acquisition-related contingent consideration	—		(4,641)
Proceeds from other borrowings	442		—
Proceeds from other borrowings	—		1,175
Principal payments on other borrowings	—		(49)
Principal payments on other borrowings	(142)		(123)
Net cash provided by (used in) financing activities	(11,511)		(3,129)
Net cash provided by (used in) financing activities	(3,095)		(12,871)
Foreign currency effect on cash and cash equivalents	46		(1,115)
Foreign currency effect on cash and cash equivalents	1,072		(109)
Net increase (decrease) in cash and cash equivalents	20,969		(2,839)
Net increase in cash and cash equivalents	33,668		25,438
Cash and cash equivalents at beginning of period	154,153		93,456
Cash and cash equivalents at beginning of period	93,456		58,913
Cash and cash equivalents at end of period	$	175,122	$	90,617
Cash and cash equivalents at end of period	$	127,124	$	84,351
Supplemental disclosures of cash flow information:
Cash paid for interest	$	582	$	685
Cash paid for income taxes	$	80	$	690
Cash paid for income taxes	$	7,065	$	11,942
Supplemental disclosures of non-cash investing and financing activities:
Acquisition-related shares issued	$	—	$	3,471
Unrealized holding loss on available for sale investments	$	(23)	$	(138)
Unrealized holding gain (loss) on available for sale investments	$	(92)	$	93

See accompanying notes to condensed consolidated financial statements... ..

MITEK SYSTEMS, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

1. NATURE OF OPERATIONS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Nature of Operations

Mitek Systems, Inc. (“Mitek,” the “Company,” “we,” “us,” and “our”) is a ~~pioneer~~global inprovider ~~mobile~~of ~~image~~digital ~~capture~~identity verification and fraud prevention solutions. We are a ~~global~~software ~~provider~~development ofcompany ~~solutions~~with expertise in ~~the~~artificial ~~fraud~~intelligence ~~prevention~~(“AI”) and machine learning. We currently serve more than 7,000 ~~digital~~organizations ~~identity~~globally, ~~verification~~including financial institutions, financial technology (“fintech”) companies, telecommunications providers, and ~~cybersecurity~~digital ~~markets~~marketplaces. ~~Our~~We ~~products~~market ~~address~~and ~~the~~sell ~~increasing~~our ~~sophistication~~products ofand ~~fraud~~services inworldwide ~~areas~~through ~~such~~internal, asdirect ~~new~~sales ~~account~~teams ~~openings,~~located ~~digital~~in ~~account~~the ~~access~~U.S., Europe, and ~~payments~~Latin America as well as through channel partners. ~~Utilizing~~Our ~~artificial~~partner ~~intelligence,~~sales ~~computer~~strategy ~~vision,~~includes ~~and~~channel ~~proprietary~~partners ~~biometrics~~who are financial services technology, ~~our~~and ~~enterprise-grade~~identity verification ~~tools~~providers. ~~protect~~These ~~organizations~~partners ~~from~~integrate ~~escalating~~our ~~check~~products ~~fraud,~~into ~~ongoing~~their ~~account~~solutions ~~opening~~to ~~fraud,~~meet ~~and~~the ~~new~~needs ~~cyber~~of ~~threats~~their ~~such~~customers, astypically ~~deepfakes~~provisioning ~~and~~Mitek ~~voice~~services ~~clones.~~through their respective platforms.

Mitek’s Mobile Check Deposit product is trusted by consumers for its convenience and accuracy verifying checks for deposit, facilitating approximately 1.2 billion transactions annually. This solution powers secure, fast, and convenient deposit services for many organizations, enhancing consumer experience.

We serve over 7,900 financial services organizations, financial technology (“fintech”) brands, telecommunications companies, and marketplace brands globally. Our verification and fraud detection technology is embedded directly within mobile and web applications, providing seamless verification at every touchpoint in the customer lifecycle. By equipping banks, marketplaces, and fintech platforms with these tools, we help reduce the costs associated with fraud, impersonation, Know Your Customer (“KYC”) and anti-money laundering (“AML”) compliance. Additionally, our solutions improve the customer experience, help to ensure regulatory compliance, and lower operational costs.

Summary of Significant Accounting Policies

Basis of Presentation

The accompanying condensed consolidated balance sheet as of ~~June~~December 3031, 2025 and the condensed consolidated statements of operations, comprehensive income, stockholders’ equity and cash flows for the three ~~and nine~~ months ended ~~June~~December 3031, 2025 and 2024, are unaudited.

These financial statements have been prepared in accordance with the instructions to Form 10-Q and Article 10 of Regulation S-X and, accordingly, they do not include all information and footnote disclosures required by accounting principles generally accepted in the U.S. (“GAAP”) for complete financial statements. The Company believes the footnotes and other disclosures made in the financial statements are adequate for a fair presentation of the results of the interim periods presented. The financial statements include all adjustments (solely of a normal recurring nature) which are, in the opinion of management, necessary to make the information presented not misleading.

These unaudited interim condensed consolidated financial statements and the accompanying notes should be read in conjunction with the consolidated financial statements and notes thereto included in the Company’s Annual Report on Form 10-K for the fiscal year ended September 30, ~~2024~~2025, filed with the U.S. Securities and Exchange Commission (the “SEC”) on December 1611, ~~2024~~2025 (the “~~2024~~2025 Annual Report”).

~~Certain~~Results ~~amounts~~for ~~within~~ the ~~prior~~three ~~period’s~~months ~~consolidated~~ended ~~balance~~December sheet have been reclassified to conform to the current period presentation. Income tax payables and accrued interest payable were presented separately on the consolidated balance sheet as of September 3031, ~~2024~~2025, ~~however, they~~ are ~~included~~not innecessarily ~~the~~indicative ~~other~~of ~~current~~results ~~liabilities~~for ~~line~~any inother ~~the~~interim ~~consolidated~~period ~~balance~~or ~~sheet~~for asa offull ~~June~~fiscal ~~30, 2025~~year.

Results for the three and nine months ended June 30, 2025, are not necessarily indicative of results for any other interim period or for a full fiscal year.

Principles of Consolidation

The condensed consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries. All significant intercompany balances and transactions have been eliminated in consolidation.

Use of Estimates

The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of certain assets, liabilities, revenue, expenses, deferred taxes, and related ~~disclosure of contingent assets and liabilities~~disclosures. On an ongoing basis, management reviews its estimates based upon currently available information. Actual results could differ materially from those estimates. These estimates include, but are not limited to, assessing the collectability of accounts receivable, estimation of the value of stock-based compensation awards, ~~fair~~assessing ~~value~~for impairment of goodwill, useful lives of intangible assets, ~~and~~standalone ~~liabilities~~selling ~~acquired~~price related to revenue recognition, estimated variable consideration in contracts, and income taxes.

6Segment Reporting

~~impairment~~Operating ofsegments ~~goodwill,~~are ~~useful~~defined ~~lives~~as components of ~~intangible~~an ~~assets,~~enterprise ~~standalone~~for ~~selling~~which ~~price~~separate ~~related~~financial toinformation ~~revenue~~is ~~recognition,~~evaluated ~~estimated~~regularly ~~variable~~by ~~consideration~~the inchief ~~contracts~~operating decision maker (“CODM”), ~~contingent~~in ~~consideration~~deciding how to allocate resources and assess performance. The Company’s CODM is comprised of its Chief Executive Officer, Chief Financial Officer and ~~income~~Chief ~~taxes~~Operating Officer.

The Company provides software and service offerings focused on fraud prevention and check verification. The Company has grown its product and service offerings through both organic development and through acquisitions, which have allowed the Company to expand its offerings, presence and reach in the fraud prevention and check verification markets. While the Company has a number of product and service offerings, and operates in multiple countries, the Company has determined it has one operating segment. This

determination is based on how the CODM evaluates the Company’s financial information, allocates resources, and assesses the performance of these resources, on a consolidated basis. While there are different product and service offerings, the Company manages the development, sale, deployment, and support of its offerings in a similar manner.

The Company’s significant segment expenses are the expenses included in operating income and other segment items, which includes other income (expense), net, and the benefit (provision) for income taxes, are included in the Company’s condensed consolidated statement of operations. An additional component of the Company’s measure of profit or loss is net income. The measure of segment assets is reported on the condensed consolidated balance sheet as total consolidated assets.

Net Income (Loss) Per Share

For the three months ended December 31, 2025 and 2024, the following potentially dilutive common shares were excluded from the calculation of net income (loss) per share, as they would have been antidilutive (amounts in thousands):

Three Months Ended June 30,

Nine Months Ended June 30,

Three Months Ended December 31,

~~2025~~

~~2024~~

2025

2024

Stock options

~~352~~

~~298~~

~~361~~155

~~523~~273

RSUs

~~2,458~~

~~1,731~~

2,~~077~~151

2,~~315~~226

ESPP common stock equivalents

~~125~~

40128

3252

Performance options

~~759~~

~~645~~

~~729~~—

~~800~~717

Performance RSUs

~~1,545~~

~~1,049~~

1,~~154~~183

~~468~~1,908

Convertible senior notes

~~7,448~~

7,448

Warrants

~~7,448~~

7,448

Total potentially dilutive common shares outstanding

~~20,135~~

~~18,662~~

1918,~~257~~513

1920,~~034~~072

The calculation of basic and diluted net income (loss) per share is as follows (amounts in thousands, except per share data):

Three Months Ended June 30,

Nine Months Ended June 30,

Three Months Ended December 31,

~~2025~~

~~2024~~

2025

2024

Net income (loss)

~~2,396~~

~~216~~

62,~~936~~772

(54,~~295~~612)

Weighted-average shares outstanding—basic

~~45,894~~

~~47,017~~

45,~~632~~702

4645,~~764~~195

Common stock equivalents

~~954~~

~~1,290~~

1,~~158~~460

~~1,028~~—

Weighted-average shares outstanding—diluted

~~46,848~~

~~48,307~~

4647,~~790~~162

4745,~~792~~195

Net income (loss) per share:

Basic

~~0.05~~

~~0.00~~

0.1506

(0.1110)

Diluted

~~0.05~~

~~0.00~~

0.1506

(0.1110)

Concentrations of Significant Customers and Assets

For the three months ended ~~June~~December 3031, 2025, the Company derived revenue of $64.15 million from one customer, with such customer accounting for 1310% of the Company’s total revenue. For the three months ended ~~June~~December 3031, 2024, the Company derived revenue of $65.~~7 million from one customer, with such customer accounting for 15% of the Company’s total revenue. For the nine months ended June 30, 2025, the Company derived revenue of $22.~~6 million from ~~one customer, with such customer accounting for 17% of~~ the ~~Company’s~~same ~~total revenue. For the nine months ended June 30, 2024 the Company derived revenue of $22.6 million from one~~ customer, with such customer accounting for 1815% of the Company’s total revenue. The corresponding accounts receivable balances of customers from which revenues were in excess of 10% of total revenue were $53.79 million and $103.84 million at ~~June~~December 3031, 2025 and 2024, respectively.

From a geographic perspective, approximately 7977% and 78% of the Company’s total long-term assets as of ~~June~~December 3031, 2025 and September 30, ~~2024~~2025, respectively, are associated with the Company’s international subsidiaries. From a geographic perspective, approximately 1517% ~~and 19%~~ of the Company’s total long-term assets excluding goodwill and other intangible assets as of ~~June~~December 3031, 2025 and September 30, ~~2024~~2025, respectively, are associated with the Company’s international subsidiaries.

Recently Adopted Accounting Pronouncements

The Company did not adopt any new accounting pronouncements in the ~~nine~~three months ended ~~June~~December 3031, 2025.

Change in Significant Accounting Policy

The Company’s significant accounting policies are disclosed in the Company’s audited consolidated financial statements and related notes thereto included in the Company’s ~~2024~~2025 Annual Report. There have been no changes to these accounting policies through ~~June~~December 3031, 2025.

Recently Issued Accounting Pronouncements

7In December 2023, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures, which amends existing income tax disclosure guidance, primarily requiring more detailed disclosure for income taxes paid and the effective tax rate reconciliation. The ASU is effective for the Company’s annual reporting period beginning after October 1, 2025, with early adoption permitted and can be applied on either a prospective or retroactive basis. The enhanced income tax disclosures will be included in the Company’s Annual Report on Form 10-K for the fiscal year ending September 30, 2026.

In November 2024, the ~~Financial Accounting Standards Board (“~~FASB”) issued ~~Accounting Standards Update (“~~ASU”) No. 2024-03, Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses (“ASU 2024-03”), which requires disaggregation of certain costs in a separate note to the financial statements, such as the amounts of employee compensation, depreciation and intangible asset amortization, included in each relevant expense caption in annual and interim consolidated financial statements. ASU 2024-03 is effective for annual periods beginning after December 15, 2026 and for interim periods beginning after December 15, 2027 on a retrospective or prospective basis, with early adoption permitted. The Company is evaluating the effect that ASU 2024-03 will have on its financial statement disclosures.

In ~~December~~September ~~2023~~2025, the FASB issued ASU No. ~~2023~~2025-0906, ~~Income~~Intangibles—Goodwill ~~Taxes~~and Other—Internal-Use Software (~~Topic~~Subtopic ~~740~~350-40): Targeted Improvements to ~~Income~~the ~~Tax~~Accounting ~~Disclosures~~for Internal-Use Software (“ASU 2025-06”), ~~amending~~which ~~existing~~improves ~~income~~the ~~tax~~operability ~~disclosure~~of the guidance, ~~primarily~~by ~~requiring~~removing ~~more~~all ~~detailed~~references ~~disclosure~~to ~~for~~software ~~income~~development ~~taxes~~project ~~paid~~stages ~~and~~so that the ~~effective~~guidance ~~tax~~is ~~rate~~neutral ~~reconciliation.~~to ~~The~~different software development methods, including methods that entities may use to develop software in the future. ASU 2025-06 is effective for annual ~~reporting~~ periods beginning after December 15, ~~2024,~~2027 ~~with~~and ~~early~~for ~~adoption~~interim ~~permitted~~periods ~~and~~within ~~can~~those beannual ~~applied~~periods on ~~either~~ a prospective, retrospective, or ~~retroactive~~modified transition basis, with early adoption permitted. The Company is ~~currently~~ evaluating the ~~ASU~~effect tothat ~~determine~~ASU ~~its~~2025-06 ~~impact~~will have on its ~~income~~financial ~~tax~~statement disclosures.

In ~~November~~December ~~2023~~2025, the FASB issued ASU No. ~~2023~~2025-0711, ~~“Segment~~Interim Reporting (Topic ~~280~~270):. ~~Improvements~~The toASU ~~Reportable~~improves ~~Segment~~the ~~Disclosures”~~navigability ~~(“ASU~~of ~~2023-07”)~~the required interim disclosures and clarifies when the guidance is applicable, ~~which~~as ~~requires~~well as provides additional ~~operating~~guidance ~~segment~~on what disclosures inshould ~~annual~~be ~~and~~provided in interim ~~consolidated~~reporting ~~financial statements~~periods. ~~ASU~~The ~~2023-07~~amendments isin this ASU are effective for annual reporting periods beginning after December 15, ~~2023~~2027, and ~~for~~ interim reporting periods ~~within fiscal years~~ beginning after December 15, ~~2024 on a retrospective basis, with early adoption permitted~~2028. The Company ~~will~~is ~~adopt~~evaluating ~~ASU 2023-07 in~~ the ~~fourth~~impact ~~quarter~~this ofASU ~~fiscal~~will ~~2025~~have ~~and~~on ~~does~~its ~~not~~consolidated ~~expect~~financial ~~the~~statements ~~additional~~which ~~required~~is ~~disclosures~~not expected to ~~have~~be a material ~~impact on its financial statements~~.

No other new accounting pronouncement issued or effective during the ~~nine~~three months ended ~~June~~December 3031, 2025 had, or is expected to have, a material impact on the Company’s condensed consolidated financial statements.

2. REVENUE RECOGNITION

Nature of Goods and Services

The following is a description of principal activities from which the Company generates its revenue. Contracts with customers are evaluated on a contract-by-contract basis as contracts may include multiple types of goods and services as described below.

Software ~~and Hardware~~License

Software ~~and~~license ~~hardware~~ revenue is generated from on premise software license sales~~, as well as sales of on premise appliance products which were phased out in fiscal 2024~~. Software is typically sold as a time-based license with a term of one to three years. For software license agreements that are distinct, the Company recognizes software license revenue upon delivery and after evidence of a contract exists. Our standard payment terms are generally no more than 60 days. Invoices for software are typically issued when the license is made available for customer use.

~~Services~~SaaS, Maintenance, and Other

~~Services~~SaaS, maintenance, and other revenue is generated from the sale of software as a service (“SaaS”) products and services, maintenance associated with the sale of on premise software licenses, and consulting and professional services. The Company’s SaaS offerings give customers the option to be charged upon their incurred usage in arrears (“Pay as You Go”), or commit to a minimum spend over their contracted period, with the ability to purchase additional transactions above the minimum during the contract term. Revenue related to Pay as You Go contracts are generally recognized based on the customer’s actual usage, in the period of usage. For contracts which include a minimum commitment, the Company is stand-ready to provide the services throughout the contract term, and revenue is primarily recognized on a ratable basis over the contract period including an estimate of usage above the minimum commitment. Usage above minimum commitment is estimated by looking at historical usage, expected volume, and other factors to project usage for the remainder of the contract term. The estimated usage-based revenues are constrained to the amount the Company expects to be entitled to receive in exchange for providing access to its platform. Maintenance and support services generally call for the Company to provide software updates and technical support to customers and is recognized ratably over the term of the contract as this is the period the services are delivered. If professional services are deemed to be distinct, revenue is recognized as services are performed. The Company does not view the signing of the contract or the provision of initial setup services as discrete earnings events that are distinct. Our standard payment terms are generally no more than 60 days. SaaS (other than Pay as You Go) and maintenance services are typically invoiced annually in advance, and consulting and professional services are typically invoiced at the time of sale.

that are distinct. Our standard payment terms are generally no more than 60 days. SaaS (other than Pay as You Go) and maintenance services are typically invoiced annually in advance, and consulting and professional services are typically invoiced at the time of sale.

Significant Judgments in Application of the Guidance

The Company uses the following methods, inputs, and assumptions in determining amounts of revenue to recognize:

Identification of Performance Obligations

For contracts that contain multiple performance obligations, which include combinations of software licenses, maintenance, and services, the Company accounts for individual goods or services as a separate performance obligation if they are distinct. The good or service is distinct if the good or service is separately identifiable from other items in the arrangement and if a customer can benefit from it on its own or with other resources that are readily available to the customer. If these criteria are not met, the promised goods or services are accounted for as a combined performance obligation.

Determination of Transaction Price

The transaction price is determined based on the consideration to which the Company will be entitled in exchange for transferring products or services to the customer. The Company includes any fixed charges within its contracts as part of the total transaction price. To the extent that variable consideration is not constrained, the Company includes an estimate of the variable amount, as appropriate, within the total transaction price and updates its assumptions over the duration of the contract.

Assessment of Estimates of Variable Consideration

Certain of the Company’s contracts with customers contain some component of variable consideration; however, variable consideration will only be included in the transaction price to the extent it is probable that a significant reversal of revenues recognized will not occur when the uncertainty associated with the variable consideration is resolved. The Company may constrain the estimated transaction price in the event of a high degree of uncertainty as to the final consideration amount owed because of an extended length of time over which the fees may be adjusted or due to uncertainty surrounding collectability. The Company estimates variable consideration in its contracts primarily using the expected value method as the Company believes this method represents the most appropriate estimate for this consideration, based on historical usage trends, the individual contract considerations, and its best judgment at the time.

Allocation of Transaction Price

The transaction price, including any discounts, is allocated between separate goods and services in a contract that contains multiple performance obligations based on their relative standalone selling prices. The standalone selling prices are based on the prices at which the Company separately sells each good or service. For items that are not sold separately, the Company estimates the standalone selling prices using available information such as market conditions and internally approved pricing guidelines. In certain situations, primarily transactional SaaS revenue described above, the Company allocates variable consideration to a series of distinct goods or services within a contract. The Company allocates variable payments to one or more, but not all, of the distinct goods or services or to a series of distinct goods or services in a contract when (i) the variable payment relates specifically to the Company’s efforts to transfer the distinct good or service and (ii) the variable payment is for an amount that depicts the amount of consideration to which the Company expects to be entitled in exchange for transferring the promised goods or services to its customer.

Disaggregation of Revenue

The following table presents the Company's revenue disaggregated by major product category (amounts in thousands):

	Three Months Ended June 30,				Nine Months Ended June 30,
			Three Months Ended December 31,
	~~2025~~		~~2024~~		2025		2024
Major product category
Deposits software and hardware	$	17,529	$	21,793	$	53,326	$	58,335
Fraud and identity solutions
Deposits services and other	8,693		7,493		25,870		21,539
SaaS					$	20,916	$	17,293
Deposits revenue	26,222		29,286		79,196		79,874
Software license and support					3,908		1,722
Identity verification software and hardware	1,978		869		4,866		5,196
Professional services and other					646		554
Identity verification services and other	17,529		14,821		50,850		43,791
Total fraud and identity solutions revenue					25,470		19,569
Identity verification revenue	19,507		15,690		55,716		48,987
Check verification solutions
Total revenue	$	45,729	$	44,976	$	134,912	$	128,861
SaaS					1,321		1,134
Software license and support					16,907		16,374
Professional services and other					546		177
Total check verification solutions revenue					18,774		17,685
Total by revenue type
SaaS					22,237		18,427
Software license and support					20,815		18,096
Professional services and other					1,192		731
Total revenue					$	44,244	$	37,254

Total Revenue by Geographic Location

Revenues by geography are determined based on the region of the Company's contracting entity, which may be different than the region of the customer. The United States and the United Kingdom were the only countries that accounted for more than 10% of the Company’s revenue in the three months ended ~~June~~December 3031, 2025. ~~The United States was the only country that accounted for more than 10% of the Company’s revenue in the three months ended June 30, 2024. The United States~~ and ~~the United Kingdom were the only countries that accounted for more than 10% of the Company’s revenue in the nine months ended June 30, 2025 and~~ 2024. Revenue for the three ~~and nine~~ months ended ~~June~~December 3031, 2025 and 2024 were as follows (amounts in thousands):


	Three Months Ended December 31,
		2025		2024
United States		$	32,467	$	25,618
United Kingdom		6,015		5,184
All other countries		5,762		6,452
Total revenue		$	44,244	$	37,254

	Three Months Ended June 30,				Nine Months Ended June 30,
	2025		2024		2025		2024
United States	$	35,354	$	35,902	$	103,430	$	102,193
United Kingdom	5,669		*		15,442		12,587
All other countries	4,706		9,074		16,040		14,081
Total revenue	$	45,729	$	44,976	$	134,912	$	128,861

*Revenues from the United Kingdom were not greater than 10% of the Company’s total revenue for this period.

Contract Balances

The following table provides information about accounts receivable, contract assets and contract liabilities from contracts with customers (amounts in thousands):

June 30, 2025

September 30, 2024

June 30, 2024

September 30, 2023

December 31, 2025

September 30, 2025

December 31, 2024

September 30, 2024

Accounts receivable, net

4031,~~207~~936

3136,~~682~~811

4132,~~609~~348

3231,~~132~~682

Contract assets, current

1211,~~180~~697

1512,~~818~~687

1615,~~805~~588

1815,~~355~~818

Contract assets, non-current

1,~~403~~936

31,~~620~~405

13,~~793~~897

53,~~579~~620

Contract liabilities (deferred revenue), current

25,~~925~~206

2129,~~231~~061

2321,~~746~~694

1721,~~360~~231

Contract liabilities (deferred revenue), non-current

~~843~~742

~~753~~1,085

~~1,257~~692

~~957~~753

Contract assets primarily result from when transfer of control occurs but the right to receive consideration is conditional upon factors other than the passage of time. Contract liabilities primarily relate to advance consideration received from customers (deferred revenue), for which transfer of control occurs, and therefore revenue is recognized, as services are provided. Contract balances are reported in a net contract asset or liability position on a contract-by-contract basis at the end of each reporting period. The Company recognized $314.6 million and $210.6 million of revenue during the three months ended ~~June~~December 3031, 2025, and 2024, respectively, and $19.9 million and $16.3 million of revenue during the nine months ended June 30, 2025 and 2024, respectively, which was included in the contract liability balance at the beginning of each such period. Unbilled receivables are included within accounts receivable, net on the condensed consolidated balance sheets and were $1.9 million and $0.4 million as of June 30, 2025 and September 30, 2024, respectively. The Company maintained an allowance for credit losses of $2.5 million and $2.1 million as of June 30, 2025 and September 30, 2024, respectively.

which was included in the contract liability balance at the beginning of each such period. Unbilled receivables are included within accounts receivable, net on the condensed consolidated balance sheets and were $3.3 million and $2.0 million as of December 31, 2025 and September 30, 2025, respectively. The Company maintained an allowance for credit losses of $2.6 million and $2.8 million as of December 31, 2025 and September 30, 2025, respectively.

Transaction Price Allocated to the Remaining Performance Obligation

Remaining performance obligation represents contracted revenue that has not yet been recognized and includes unearned revenue and unbilled amounts that will be recognized as revenue in future periods. Transaction price allocated to the remaining performance obligation is based on stand-alone selling price. Remaining performance obligation is influenced by several factors, including the timing of renewals, the timing of software license deliveries, average contract terms and foreign currency exchange rates. ~~Remaining performance obligation is also impacted by acquisitions.~~ Unbilled portions of the remaining performance obligation denominated in foreign currencies are revalued each period based on the period end exchange rates. Remaining performance obligation is subject to future economic risks, including bankruptcies, regulatory changes and other market factors. The majority of the non-current remaining performance obligation is expected to be recognized in the next 13-36 months.

Remaining performance obligation consisted of the following as of ~~June~~December 3031, 2025 (amounts in thousands):

June 30, 2025

December 31, 2025

Current

6081,~~983~~043

Non-current

1922,~~656~~651

Total

80103,~~639~~694

Contract Costs

Contract costs included in other current and non-current assets on the condensed consolidated balance sheets totaled $35.31 million and $24.70 million as of ~~June~~December 3031, 2025 and September 30, ~~2024~~2025, respectively. Contract origination costs consist primarily of: (1) sales commissions and incentive payments made to the Company’s direct and indirect sales personnel, and (2) the associated payroll taxes and fringe benefit costs associated with the payments to the Company’s employees. Contract origination costs are amortized based on the transfer of goods or services to which the asset relates, including consideration of the expected customer benefit period. Contract fulfillment costs related to goods or services transferred under a specific anticipated contract have historically been immaterial. ~~These~~Amortization of contract origination costs are included in selling and marketing expenses in the condensed consolidated statement of operations and comprehensive income (loss) and totaled $0.56 million during each of the three months ended ~~June~~December 3031, 2025 and 2024. There were no impairment losses recognized during both the three months ended December 31, 2025 and ~~$1.4~~2024 ~~million~~related to capitalized contract costs.

and $1.2 million during the nine months ended June 30, 2025 and 2024, respectively. There were no impairment losses recognized during both the nine months ended June 30, 2025 and 2024 related to capitalized contract costs.

3. INVESTMENTS

The following tables summarize investments by type of security as of December 31, 2025 and September 30, 2025 (amounts in thousands):

June 30, 2025:	Cost		GrossUnrealizedGains		GrossUnrealizedLosses		Fair MarketValue
December 31, 2025:	Cost		GrossUnrealizedGains		GrossUnrealizedLosses		Fair MarketValue
Available-for-sale securities:
U.S. Government and agency securities, short-term	$	1,488	$	—	$	—	$	1,488
Commercial paper, short-term	$	998	$	—	$	—	$	998
Commercial paper, short-term	17,286		—		(12)		17,274
Corporate debt securities, short-term	13,930		25		—		13,955
Corporate debt securities, short-term	21,164		29		(8)		21,185
Corporate debt securities, long-term	1,702		11		—		1,713
U.S. Government and agency securities, long-term	500		—		(1)		499
Total	$	16,630	$	36	$	—	$	16,666
Corporate debt securities, long-term	7,780		29		(4)		7,805
Total	$	48,218	$	58	$	(25)	$	48,251

September 30, 2024:	Cost		GrossUnrealizedGains		GrossUnrealizedLosses		Fair MarketValue
September 30, 2025:	Cost		GrossUnrealizedGains		GrossUnrealizedLosses		Fair MarketValue
Available-for-sale securities:
U.S. Treasury, short-term	$	3,841	$	1	$	(6)	$	3,836
U.S. government and agency securities, short-term	$	998	$	—	$	—	$	998
Commercial paper, short-term	1519,~~964~~575		201		—(1)		1519,~~984~~575
Corporate debt securities, short-term	1718,~~008~~253		5634		—(2)		1718,~~064~~285
Corporate debt securities, long-term	113,~~328~~431		8433		~~(2)~~—		113,~~410~~464
Total	$	4842,~~141~~257	$	~~161~~68	$	(83)	$	4842,~~294~~322

All of the Company’s investments are designated as available-for-sale debt securities. As of June 30, 2025 and September 30, 2024, the Company’s short-term investments have maturity dates of less than one year from the balance sheet date and the Company’s long-term investments have maturity dates of greater than one year from the balance sheet date. The contractual maturities of the available-for-sale securities held at June 30, 2025 are as follows: $39.9 million within one year and $8.3 million beyond one year to five years. As of September 30, 2024, the contractual maturities of the available-for-sale securities were $36.9 million within one year and $11.4 million beyond one year to five years.10

All of the Company’s investments are designated as available-for-sale debt securities. As of December 31, 2025 and September 30, 2025, the Company’s short-term investments have maturity dates of less than one year from the balance sheet date and the Company’s long-term investments have maturity dates of greater than one year from the balance sheet date.

The following table summarizes the contractual maturities of the available-for-sale securities as of December 31, 2025 (amounts in thousands):


	December 31, 2025		September 30, 2025
Due within 1 year	$	14,953	$	38,858
Due in 1 to 5 years	1,713		3,464

Total	$	16,666	$	42,322

Interest income from available-for sale securities was $0.7 million and $0.8 million for the three months ended December 31, 2025 and 2024, respectively, and is included in other income (expense), net in the condensed consolidated statements of operations.

4. FAIR VALUE MEASUREMENT

The Company uses a three-tier fair value hierarchy, which prioritizes the inputs used in the valuation methodologies in measuring fair value:

•Level 1: Valuation is based on quoted prices (unadjusted) in active markets for identical assets or liabilities.

•Level 2: Valuation is based on observable market-based inputs other than Level 1 prices, such as quoted prices for similar assets or liabilities, quoted prices in markets that are not active, or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities.

•Level 3: Valuation is based on significant unobservable inputs which are supported by little or no market activity.

The following tables represent the fair value hierarchy of the Company’s investments as of December 31, 2025 and September 30, 2025, respectively (amounts in thousands):


December 31, 2025:	Balance		Quoted Prices in Active Markets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)
Assets:
Short-term investments:

Commercial paper	$	998	$	—	$	998	$	—

Corporate debt securities	13,955		—		13,955		—
Total short-term investments at fair value	14,953		—		14,953		—
Long-term investments:



Corporate debt securities	1,713		—		1,713		—
Total long-term investments at fair value	1,713		—		1,713		—



Total assets at fair value	$	16,666	$	—	$	16,666	$	—

June 30, 2025:	Balance		Quoted Prices in Active Markets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)
September 30, 2025:	Balance		Quoted Prices in Active Markets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)
Assets:
Short-term investments:
Commercial paper	$	1719,~~274~~575	$	—	$	1719,~~274~~575	$	—
U.S. Government and agency securities, short-term	~~1,488~~998		—		~~1,488~~998		—
Corporate debt securities	2118,~~185~~285		—		2118,~~185~~285		—
Total short-term investments at fair value	3938,~~947~~858		—		3938,~~947~~858		—
Long-term investments:
U.S. Government and agency securities	499		—		499		—
Corporate debt securities	3,464		—		3,464		—
Corporate debt securities	7,805		—		7,805		—
Total long-term investments at fair value	3,464		—		3,464		—
Total long-term investments at fair value	8,304		—		8,304		—
Total assets at fair value	$	42,322	$	—	$	42,322	$	—
Total assets at fair value	$	48,251	$	—	$	48,251	$	—

September 30, 2024:	Balance		Quoted Prices in Active Markets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)
Assets:
Short-term investments:
U.S. Treasury	$	3,836	$	—	$	3,836	$	—
Commercial paper	15,984		—		15,984		—
Corporate debt securities	17,064		—		17,064		—
Total short-term investments at fair value	36,884		—		36,884		—
Long-term investments:
Corporate debt securities	11,410		—		11,410		—
Total long-term investments at fair value	11,410		—		11,410		—
Total assets at fair value	$	48,294	$	—	$	48,294	$	—

5. GOODWILL AND INTANGIBLE ASSETS

Goodwill

Balance at September 30, 2024	$	131,574
Foreign currency effect on goodwill	3,109
Balance at June 30, 2025	$	134,683

The Company had a goodwill balance of $133.4 million at December 31, 2025, representing the excess of costs over fair value of assets of businesses acquired. The following table summarizes changes in the balance of goodwill during the three months ended December 31, 2025 (amounts shown in thousands):

There was no impairment loss recognized related to goodwill in the nine months ended June 30, 2025 or 2024.


Balance at September 30, 2025	$	133,457
Foreign currency effect on goodwill	(58)
Balance at December 31, 2025	$	133,399

There were no impairment losses recognized related to goodwill in the three months ended December 31, 2025 or 2024.

Intangible Assets

Intangible assets include the value assigned to purchased completed technology, customer relationships, trade names and covenants not to compete. The estimated useful lives for all of these intangible assets range from three to seven years and they are amortized on a straight-line basis. Intangible assets as of December 31, 2025 and September 30, 2025, respectively, are summarized as follows (amounts in thousands, except for years):

Intangible assets include the value assigned to purchased completed technology, customer relationships, trade names and covenants not to compete. The estimated useful lives for all of these intangible assets range from three to seven years and they are amortized on a straight-line basis. Intangible assets as of June 30, 2025 and September 30, 2024, respectively, are summarized as


December 31, 2025:	Weighted Average Amortization Period (in years)	Cost		Accumulated Amortization		Net
Completed technologies	7.0	$	76,496	$	42,838	$	33,658
Customer relationships	5.0	5,088		3,836		1,252
Trade names	5.0	6,577		5,018		1,559

Total intangible assets		$	88,161	$	51,692	$	36,469


September 30, 2025:	Weighted Average Amortization Period (in years)	Cost		Accumulated Amortization		Net
Completed technologies	7.0	$	76,524	$	40,120	$	36,404
Customer relationships	5.0	5,090		3,583		1,507
Trade names	5.0	6,580		4,692		1,888

Total intangible assets		$	88,194	$	48,395	$	39,799

Amortization expense related to acquired intangible assets was $3.3 million and $3.7 million during the three months ended December 31, 2025 and 2024, respectively. During the three months ended December 31, 2025, foreign exchange translation had a favorable impact of $33,000 on intangible assets. Amortization expense related to acquired intangible assets is recorded within amortization of acquired intangibles and acquisition-related costs on the condensed consolidated statements of operations and comprehensive income (loss). There were no impairment losses recognized related to intangible assets in the three months ended December 31, 2025 or 2024.

The estimated future amortization expense related to acquired intangible assets is expected to be as follows (amounts in thousands):

June 30, 2025:	Weighted Average Amortization Period (in years)		Cost		Accumulated Amortization		Net
Fiscal Period:	Estimated Future Amortization Expense
Completed technologies	7.0		$	90,695	$	50,939	$	39,756
Remainder of 2026	$	9,920
Customer relationships	5.0		5,185		3,390		1,795
2027	12,015
Trade names	5.0		6,695		4,438		2,257
2028	10,239
Covenants not to compete	3.0		622		622		—
2029	4,295
Total intangible assets			$	103,197	$	59,389	$	43,808
Total	$	36,469

September 30, 2024:	Weighted Average Amortization Period (in years)	Cost		Accumulated Amortization		Net
Completed technologies	7.0	$	88,435	$	40,104	$	48,331
Customer relationships	5.0	5,000		2,483		2,517
Trade names	5.0	6,470		3,278		3,192
Covenants not to compete	3.0	600		503		97
Total intangible assets		$	100,505	$	46,368	$	54,137

Amortization expense related to acquired intangible assets was $3.6 million and $3.7 million during the three months ended June 30, 2025 and 2024, respectively, and $10.8 million and $11.4 million during the nine months ended June 30, 2025 and 2024, respectively. During the nine months ended June 30, 2025, foreign exchange translation had a favorable impact of $2.7 million on intangible assets. Amortization expense related to acquired intangible assets is recorded within amortization and acquisition-related costs on the condensed consolidated statements of operations and comprehensive income (loss). There were no impairment losses recognized related to intangible assets in the three or nine months ended June 30, 2025 or 2024.

Fiscal Period:	Estimated Future Amortization Expense
Remainder of 2025	$	3,368
2026	13,448
2027	12,206
2028	10,409
2029	4,377
Total	$	43,808

6. STOCKHOLDERS’ EQUITY

Stock-Based Compensation Expense

The following table summarizes stock-based compensation expense related to restricted stock units (“RSUs”), performance-based restricted stock unit awards (“Performance RSUs”), stock options, and Employee Stock Purchase Plan (“ESPP”) shares, which was allocated as follows (amounts in thousands):

Three Months Ended June 30,

Nine Months Ended June 30,

Three Months Ended December 31,

~~2025~~

~~2024~~

2025

2024

Cost of revenue

~~181~~

~~194~~

~~504~~308

~~447~~161

Selling and marketing

~~950~~

~~818~~

~~2,959~~56

~~2,579~~974

Research and development

~~1,287~~

~~1,344~~

~~3,749~~(219)

31,~~751~~124

General and administrative

~~2,004~~

~~1,229~~

62,~~027~~546

42,~~124~~206

Stock-based compensation expense

~~4,422~~

~~3,585~~

132,~~239~~691

104,~~901~~465

13As of December 31, 2025, the Company had $46.0 million of unrecognized compensation expense expected to be recognized over a weighted-average period of approximately 2.7 years.

As of June 30, 2025, the Company had $37.2 million of unrecognized compensation expense expected to be recognized over a weighted-average period of approximately 2.4 years.

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 ~~June~~December 3031, 2025, (i) 23,~~715~~108,~~329~~438 RSUs and ~~925~~1,~~643~~448,053 Performance RSUs were outstanding under the A&R 2020 Plan (as defined below), (ii) 3646,~~298,745~~633 shares of Common Stock were reserved for future grants under the A&R 2020 Plan, and (iii) stock options to purchase an aggregate of ~~118~~108,~~589~~389 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 Company’s Board ~~of Directors (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~~October 192, 2023.

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 ~~June~~December 3031, 2025, (i) ~~912~~993,~~796~~980 shares have been issued to participants pursuant to the ESPP and (ii) 876,~~204~~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). Stock-based compensation expense related to the ESPP was immaterial in each of the three months ended June 30, 2025 and 2024. The Company recognized $0.4 million in stock-based compensation expense related to the ESPP in the nine months ended June 30, 2025 and expense was immaterial in the nine months ended June 30, 2024.

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). Stock-based compensation expense related to the ESPP was immaterial in each of the three months ended December 31, 2025 and 2024.

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 ~~June~~December 3031, 2025, (i) 8456,~~527~~443 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 ~~June~~December 3031, 2025, (i) ~~314~~260,~~988~~763 RSUs, (ii) 1908,~~186,084~~442 Performance RSUs, and (iii) stock options to purchase an aggregate of ~~217~~45,~~179~~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 three months ended December 31, 2025:


	Number of Shares	Weighted-Average Exercise Price		Weighted-Average Remaining Contractual Term (in years)	Aggregate Intrinsic Value (in thousands)
Outstanding at September 30, 2025	158,589	$	9.28	4.8	$	204
Granted	—	—
Exercised	(5,200)	4.88			28
Canceled	—	—
Outstanding at December 31, 2025	153,389	9.43		4.7	174
Vested at December 31, 2025	153,389	9.43		4.7	174
Exercisable at December 31, 2025	153,389	9.43		4.7	174

	Number ofShares	Weighted-AverageExercise Price		Weighted-AverageRemainingContractual Term(in years)	Aggregate Intrinsic Value (in thousands)
Outstanding at September 30, 2024	461,710	$	8.00	2.7	$	1,183
Granted	—	—
Exercised	(116,827)	4.54			543
Canceled	(9,115)	3.82
Outstanding at June 30, 2025	335,768	9.32		2.5	417
Vested and Expected to Vest at June 30, 2025	335,768	9.32		2.5	417
Exercisable at June 30, 2025	335,768	9.32		2.5	417

The company did not recognize any stock-based compensation expense related to outstanding stock options during each of the three months ended December 31, 2025 and 2024. As of December 31, 2025, the Company had no unrecognized compensation expense related to outstanding stock options.

~~Stock-based~~Aggregate ~~compensation~~intrinsic ~~expense~~value ~~related~~represents tothe ~~outstanding~~value of the Company’s closing stock ~~options~~price ~~was~~on ~~immaterial~~the ~~during~~last ~~each~~trading day of the ~~three~~fiscal ~~and~~period ~~nine~~in ~~months~~excess ~~ended~~of ~~June~~the 30weighted-average exercise price, ~~2025~~multiplied ~~and~~by ~~2024.~~the Asnumber of ~~June~~options ~~30,~~outstanding ~~2025,~~and ~~the~~exercisable. ~~Company~~There ~~had~~were no ~~unrecognized~~options ~~compensation~~granted ~~expense~~during ~~related~~either toof ~~outstanding~~the ~~stock~~three ~~options~~months ended December 31, 2025 or 2024.

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 either of the nine months ended June 30, 2025 or 2024.

Restricted Stock Units

The following table summarizes RSU activity under the Company’s equity plans during the three months ended December 31, 2025:

	Number ofShares	Weighted-AverageFair Market ValuePer Share
Outstanding at September 30, 2024	2,453,630	$	11.25
Outstanding at September 30, 2025	2,926,842	$	9.94
Granted	1,~~597~~318,~~068~~597	8.9173
Settled	(~~793~~560,~~133~~490)	1110.4448
Canceled	(~~154~~259,~~125~~305)	119.0387
Outstanding at June 30, 2025	3,103,440	10.00
Outstanding at December 31, 2025	3,425,644	9.39

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 $21.67 million and $12.9 million in stock-based compensation expense related to outstanding RSUs during the three months ended ~~June~~December 3031, 2025 and 2024, respectively. ~~The Company recognized $8.3 million and $6.8 million in stock-based compensation expense related to outstanding RSUs during the nine months ended June 30, 2025 and 2024, respectively.~~ As of ~~June~~December 3031, 2025, the Company had $2226.10 million of unrecognized compensation expense related to outstanding RSUs expected to be recognized over a weighted-average period of approximately 23.70 years.

Performance Restricted Stock Units

The following table summarizes Performance RSU activity under the Company’s equity plans during the ~~nine~~three months ended ~~June~~December 3031, 2025:

	Number ofShares	Weighted-AverageFair Market ValuePer Share
Outstanding at September 30, 2024	699,458	$	12.82
Outstanding at September 30, 2025	2,022,284	$	9.49
Granted	1986,~~563,154~~504	8.6071
Settled	—(368,774)	—9.51
Canceled	(~~150~~283,~~885~~519)	1410.2012
Outstanding at June 30, 2025	2,111,727	9.44
Outstanding at December 31, 2025	2,356,495	9.10

15The cost of Performance RSUs is determined using a Monte Carlo simulation to estimate the fair value on the grant date, and the compensation expense is recognized ratably over the vesting period. The Company recognized $0.9 million and $1.4 million in stock-based compensation expense related to outstanding Performance RSUs during the three months ended December 31, 2025 and 2024, respectively. As of December 31, 2025, the Company had $19.9 million of unrecognized compensation expense related to outstanding Performance RSUs expected to be recognized over a weighted-average period of approximately 2.2 years.

The cost of Performance RSUs is determined using a Monte Carlo simulation to estimate the fair value on the grant date, and the compensation expense is recognized ratably over the vesting period. The Company recognized $1.7 million and $0.6 million in stock-based compensation expense related to outstanding Performance RSUs during the three months ended June 30, 2025 and 2024, respectively. The Company recognized $4.6 million and $2.9 million in stock-based compensation expense related to outstanding Performance RSUs during the nine months ended June 30, 2025 and 2024, respectively. As of June 30, 2025, the Company had $15.1 million of unrecognized compensation expense related to outstanding Performance RSUs expected to be recognized over a weighted-average period of approximately 2.0 years.

On October 1, 2024, the Company announced that Edward H. West was appointed as the Company’s Chief Executive Officer. As a material inducement to Mr. West’s employment, he was granted inducement awards consisting of $6.4 million of Performance RSUs and $1.6 million in RSUs. The awards consist of (i) 562,283 Performance RSUs that vest, if at all, upon the achievement of target-level stock price performance goals of the Company compared to the Russell 2000 (with an additional 185,553 Performance RSUs eligible to vest upon the achievement of above-target level performance), (ii) 173,010 Performance RSUs that vest, if at all, upon the achievement of target-level stock price performance goals of the Company as set forth in the grant agreement (with an additional 57,093 Performance RSUs eligible to vest upon the achievement of above-target level performance) and (iii) 187,427 RSUs that vest in four equal annual installments from the start date.

On April 25, 2025, the Company announced that Garrett Gafke was appointed as the Company’s Chief Operating Officer. As a material inducement to Mr. Gafke’s employment, he was granted inducement awards consisting of $3.0 million of Performance RSUs and $1.0 million in RSUs. The awards consist of (i) 360,576 Performance RSUs that vest, if at all, upon the achievement of target-level stock price performance goals of the Company compared to the Russell 2000 (with an additional 360,576 Performance RSUs eligible to vest upon the achievement of above-target level performance), and (ii) 120,192 Time-Based RSUs that vest in four equal annual installments from the start date.

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 expires on September 30, 2025. The Company did not recognize any stock-based compensation expense related to outstanding Performance Options during the three and nine months ended June 30, 2025 and recognized $1.0 million of stock-based compensation expense during the three and nine months ended June 30, 2024. As of June 30, 2025, there were 717,363 Performance Options outstanding.

Share Repurchase Program

On May 13, 2024, the Board authorized and approved a share repurchase program for up to $50.0 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 (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.

The Company made no purchases ~~during the three months ended June 30, 2025. The Company made purchases~~ of $310.30 million, or ~~369~~1,~~978~~078,333 shares, during the ~~nine~~three months ended ~~June~~December 3031, 2025 at an average price of $89.9927 per share and subsequently retired the shares. The Company made purchases of $103.03 million, or ~~819~~363,~~623~~378 shares, during ~~each of~~ the three ~~and nine~~ months ended ~~June~~December 3031, 2024 at an average price of $128.2599 per share and subsequently retired the shares. Total purchases made under the share repurchase program since inception were $39.0 million as of December 31, 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 December 31, 2025 and September 30, 2025 (amounts in thousands):


	December 31, 2025		September 30, 2025
Unrealized gain (loss) on available-for-sale debt securities	$	26	$	48
Foreign currency translation adjustments	448		538
Total accumulated other comprehensive income (loss)	$	474	$	586

7. INCOME TAXES

The Company’s tax provision for interim periods is determined using an estimate of the annual effective tax rate, adjusted for discrete items arising in that quarter. In each quarter, management updates the estimate of the annual effective tax rate, and any changes are recorded in a cumulative adjustment in that quarter. The quarterly tax provision and quarterly estimate of the annual effective tax rate are subject to significant volatility due to several factors, including management’s ability to accurately predict the portion of income (loss) before income taxes in multiple jurisdictions, the tax effects of our stock-based compensation awards, and the effects of acquisitions and the integration of those acquisitions.

For the three and nine months ended June 30, 2025, the Company recorded an income tax provision of $0.7 million and $1.4 million, respectively, which yielded an effective tax rate of 24% and 16% respectively. For the three and nine months ended June 30, 15

16For the three months ended December 31, 2025, the Company recorded an income tax provision of $1.6 million which yielded an effective tax rate of 37%. For the three months ended December 31, 2024, the Company recorded an income tax benefit of $0.3 million which yielded an effective tax rate of 6%. The difference between the U.S. federal statutory tax rate and the Company’s effective tax rate for the three months ended December 31, 2025 was primarily due to a mix of worldwide income, the impact of non-deductible executive compensation, as well as the impact of the global intangible low-taxed income inclusion and federal, state and foreign research and development credits on the tax provision. The difference between the U.S. federal statutory tax rate and the Company’s effective tax rate for the three months ended December 31, 2024 was primarily due to a mix of worldwide income, including year to date pre-tax book losses, the impact of non-deductible executive compensation as well as the impact of state taxes, and federal, state and foreign research and development credits on the tax provision.

~~2024,~~On ~~the~~July ~~Company recorded an income tax benefit of $0.~~4 ~~million and $2.8 million~~, ~~respectively~~2025, ~~which~~President ~~yielded~~Trump ansigned ~~effective~~into ~~tax~~law ~~rate~~the ofOne, ~~236% and 35%~~Big, ~~respectively.~~Beautiful ~~The~~Bill ~~difference~~Act ~~between~~ (the U“Act”).S. ~~federal~~Within ~~statutory~~the ~~tax~~Act, ~~rate~~there ~~and~~were ~~the~~significant ~~Company’s effective~~ tax ~~rate~~law ~~for~~changes ~~the~~with ~~three~~various ~~and~~effective ~~nine~~dates. ~~months~~The ~~ended~~tax ~~June~~law ~~30,~~changes ~~2025~~within ~~was primarily due to a mix of worldwide income,~~ the ~~impact~~Act ofinclude ~~non-deductible~~those ~~executive~~related ~~compensation,~~to ~~as well as~~ the ~~impact~~timing of ~~stock-based~~certain ~~compensation, and federal, state and foreign research and development credits on the~~ tax ~~provision.~~deductions ~~For~~including ~~the~~depreciation ~~nine months ended June 30~~expense, ~~2025~~R&D ~~tax~~expenditures ~~expense~~and ~~was~~interest ~~also impacted by the release of a valuation allowance related to one of the Company’s operations in a foreign jurisdiction~~expense. The ~~difference~~Company ~~between~~implemented the ~~U.S. federal statutory~~ tax ~~rate~~law ~~and~~changes ~~the~~in ~~Company’s effective tax rate for~~ the ~~three~~fourth ~~and~~quarter ~~nine~~of ~~months~~fiscal ~~ended~~2025 ~~June 30~~and, ~~2024~~while there was ~~primarily~~no ~~due~~impact to aits ~~mix~~overall oftax ~~worldwide income~~expense, the ~~impact~~allocation ofbetween ~~non-deductible~~current ~~executive compensation as well as the impact of state taxes,~~ and ~~federal,~~deferred ~~state~~tax ~~and~~expense ~~foreign~~will ~~research~~be ~~and~~impacted ~~development~~in ~~credits on~~ the ~~tax provision~~future.

On July 4, 2025, President Trump signed into law the One, Big, Beautiful Bill Act (the “Act”). Within the Act, there were significant tax law changes with various effective dates. The tax law changes within the Act include those related to the timing of certain tax deductions including depreciation expense, R&D expenditures and interest expense. The Company will implement the tax law changes in the fourth quarter of fiscal 2025. While the Company is still evaluating the Act and any subsequent guidance, the Company does not anticipate any impact to its overall tax expense; however, the allocation between current and deferred tax expense will be impacted in the future.

8. DEBT

Convertible Senior Notes

The carrying values of the 0.75% convertible notes due February 1, 2026 issued by the Company in an initial aggregate principal amount of $155.3 million (the “2026 Notes”) are as follows (amounts in thousands):

2026 Notes:	~~June~~December 3031, 2025		September 30, ~~2024~~2025
Principal amount	$	155,250	$	155,250
Less: unamortized discount and issuance costs, net of amortization	(~~5,246~~786)		(113,~~649~~034)
Carrying amount	$	~~150~~154,~~004~~464	$	~~143~~152,~~601~~216

In February 2021, the Company issued $155.3 million aggregate principal amount of the 2026 Notes (including the Additional Notes, as defined below). The 2026 Notes ~~are senior unsecured obligations of the Company. The 2026 Notes~~ were issued pursuant to an Indenture, dated February 5, 2021 (the “Indenture”), between the Company and UMB Bank, National Association, as trustee. The Indenture ~~includes~~included customary covenants and sets forth certain events of default after which the 2026 Notes ~~may~~could be declared immediately due and payable and sets forth certain types of bankruptcy or insolvency events of default involving the Company after which the 2026 Notes ~~become~~became automatically due and payable. The Company granted the initial purchasers of the 2026 Notes (collectively, the “Initial Purchasers”) a 13-day option to purchase up to an additional $20.3 million aggregate principal amount of the 2026 Notes (the “Additional Notes”), which was exercised in full. ~~The 2026 Notes were purchased in a transaction that was completed on February 5, 2021.~~ As of ~~June~~December 3031, 2025, the Company was in compliance with the covenants in the Indenture.

~~The~~ ~~2026~~After Notes will mature on February 1, 2026, unless earlier redeemed, repurchased or converted. The 2026 Notes bear interest from February 5, 2021 at a rate of 0.75% per year payable semiannually in arrears on February 1 and August 1 ~~of each year~~, ~~beginning on August 1~~2025, ~~2021.~~the ~~The~~ 2026 Notes ~~will~~were be convertible at the option of the holders at any time prior to the close of business on the ~~business~~maturity ~~day~~date. ~~immediately~~The ~~preceding~~net ~~August~~proceeds 1,from ~~2025,~~this ~~only~~offering ~~under~~were ~~the~~approximately ~~following~~$149.7 million, ~~circumstances:~~after ~~(1)~~deducting ~~during~~the ~~any~~Initial ~~calendar~~Purchasers’ ~~quarter~~discounts ~~commencing~~and ~~after~~commissions and the ~~calendar~~Company’s ~~quarter~~estimated ~~ending~~offering onexpenses ~~June~~related ~~30,~~to ~~2021, if~~ the ~~last~~offering. ~~reported~~The ~~sale~~Company ~~price~~used ~~per~~a ~~share~~portion of ~~Common Stock exceeds 130% of~~ the ~~conversion~~net ~~price~~proceeds ~~for~~from ~~each of at least 20 trading days during~~ the 30offering ~~consecutive~~to ~~trading~~pay ~~days ending on, and including,~~ the ~~last~~cost ~~trading day~~ of the ~~immediately~~Notes ~~preceding~~Hedge ~~calendar~~(as ~~quarter;~~defined (2below), ~~during five consecutive business days immediately~~ after ~~any five consecutive trading day period (~~such ~~five~~cost ~~consecutive~~was ~~trading~~partially ~~day~~offset ~~period,~~by the ~~“measurement~~proceeds ~~period”)~~from ~~in which~~ the ~~trading~~Warrant ~~price~~Transactions ~~per~~(as ~~$1,000~~defined ~~principal~~below). ~~amount~~As of ~~notes~~December ~~for~~31, ~~each~~2025, ~~trading day of~~ the ~~measurement~~number ~~period was less than 98%~~ of ~~the~~authorized ~~product of the last reported sale price per share of the Common Stock on such trading day~~ and ~~the~~unissued ~~conversion~~shares ~~rate on such trading day; (3) upon the occurrence~~ of ~~certain corporate events or distributions on the~~ Common Stock. Onthat orwere ~~after~~not ~~August~~reserved 1,for ~~2025,~~other ~~until~~purposes ~~the~~was ~~close~~sufficient ofto ~~business~~settle on the ~~second scheduled trading day immediately preceding the maturity date, holders may convert all or any portion of their~~ 2026 Notes, ininto ~~multiples~~equity. ~~of $1~~Accordingly,~~000~~ ~~principal~~the ~~amount,~~Company athad the option ofto ~~the~~settle ~~holder~~conversions ~~regardless~~ of ~~the~~notes ~~foregoing~~through ~~circumstances.~~payment ~~Upon conversion, the Company may satisfy its conversion obligation by paying and/~~or ~~delivering~~delivery, as the case may be, ~~cash~~of ~~and~~cash, ~~if applicable at the Company’s election,~~ shares of ~~the~~ Common Stock, ~~based~~or ona ~~the~~combination ~~applicable~~of ~~conversion rate(s); provided that the Company will be required to settle conversions solely in~~ cash ~~unless~~ and ~~until the Company (i) receives stockholder approval to increase the number of authorized~~ shares of ~~the~~ Common Stock, ~~and~~at ~~(ii) reserves such amount of shares of~~ the ~~Common~~Company’s ~~Stock for future issuance as required pursuant to the Indenture that governs the 2026 Notes~~election. ~~The conversion rate for the 2026 Notes will initially be 47.9731 shares of the~~

~~Common~~In ~~Stock~~accounting ~~per~~for $1the issuance of the 2026 Notes,~~000~~ ~~principal~~the ~~amount~~conversion option of the 2026 Notes was deemed an embedded derivative requiring bifurcation from the 2026 Notes (“host contract”) and separate accounting as an embedded derivative liability, ~~which~~that iswas ~~equivalent~~subsequently reclassified to anadditional ~~initial~~paid-in ~~conversion~~capital ~~price~~when the stockholders of ~~approximately~~the ~~$20.85~~Company ~~per~~approved ~~share~~an ofincrease to the number of authorized shares of Common Stock., ~~The~~to ~~initial~~an ~~conversion~~amount ~~price~~sufficient to settle the conversion of the 2026 Notes. ~~represents~~The aproceeds ~~premium~~from ofthe ~~approximately~~2026 ~~37.5%~~Notes were first allocated to the ~~$15.16~~embedded ~~per~~derivative ~~share~~liability ~~last~~and ~~reported~~the ~~sale~~remaining ~~price~~proceeds ofwere then allocated to the ~~Common~~host ~~Stock~~contract. onOn February 25, 2021, the fair value of the embedded derivative liability representing the conversion option was $33.2 million and the remaining $116.5 million was allocated to the host contract. The ~~conversion~~difference ~~rate~~between the principal amount of the 2026 Notes and the fair value of the host contract (the “debt discount”) is ~~subject~~amortized to ~~adjustment~~interest ~~under~~expense ~~certain~~using ~~circumstances~~the ineffective ~~accordance~~interest ~~with~~method over the ~~terms~~term of the ~~Indenture~~2026 Notes.

~~The~~As ~~net~~of ~~proceeds~~December ~~from~~31, ~~this offering were approximately $149.7 million~~2025, ~~after deducting~~ the ~~Initial~~embedded ~~Purchasers’~~conversion ~~discounts~~derivative ~~and~~is ~~commissions~~included ~~and~~in ~~the~~additional ~~Company’s~~paid-in ~~estimated~~capital ~~offering~~in ~~expenses related to~~ the ~~offering.~~condensed ~~The~~consolidated ~~Company~~balance ~~used~~sheets ~~approximately~~and ~~$9.3 million~~will ofnot ~~the~~be ~~net~~remeasured ~~proceeds~~provided ~~from~~ the ~~offering~~requirements to ~~pay~~qualify ~~the~~for ~~cost of~~ the ~~Notes~~scope ~~Hedge~~exception ~~(as defined below), after such cost is partially offset by the proceeds from the Warrant Transactions described below. The Initial Purchasers exercised their option to purchase Additional Notes~~ in ~~full~~Accounting ~~and~~Standards ~~the~~Codification ~~Company~~(“ASC”) ~~used~~ 815-10-15-74(a) ~~portion~~continue ~~of the net proceeds from the sale of such Additional Notes~~ to ~~enter~~be ~~into additional Notes Hedges, after such cost is partially offset by the proceeds from the additional Warrant Transactions, with the Option Counterparties (as defined below)~~met.

As of June 30, 2025, the number of authorized and unissued shares of Common Stock that are not reserved for other purposes is sufficient to settle the 2026 Notes into equity. Accordingly, the Company has the option to settle conversions of notes through payment or delivery, as the case may be, of cash, shares of Common Stock or a combination of cash and shares of Common Stock, at the Company’s election.

In accounting for the issuance of the 2026 Notes, the conversion option of the 2026 Notes was deemed an embedded derivative requiring bifurcation from the 2026 Notes (“host contract”) and separate accounting as an embedded derivative liability, as a result of the Company not having the necessary number of authorized but unissued shares of its Common Stock available to settle the conversion option of the 2026 Notes in shares. The proceeds from the 2026 Notes were first allocated to the embedded derivative liability and the remaining proceeds were then allocated to the host contract. On February 5, 2021, the fair value of the embedded derivative liability representing the conversion option was $33.2 million and the remaining $116.5 million was allocated to the host contract. The difference between the principal amount of the 2026 Notes and the fair value of the host contract (the “debt discount”) is amortized to interest expense using the effective interest method over the term of the 2026 Notes.

In the second quarter of fiscal 2022, the stockholders of the Company approved an increase to the number of authorized shares of Common Stock, to an amount sufficient to settle the conversion of the 2026 Notes. As a result of the increase to the number of authorized shares of Common Stock, the Company reclassified the embedded conversion derivative to additional paid-in capital.

As of June 30, 2025, the embedded conversion derivative is included in additional paid-in capital in the condensed consolidated balance sheets and will not be remeasured provided the requirements to qualify for the scope exception in Accounting Standards Codification (“ASC”) 815-10-15-74(a) continue to be met.

Debt issuance costs for the issuance of the 2026 Notes were approximately $5.5 million, consisting of initial purchasers' discount and other issuance costs. In accounting for the transaction costs, the Company allocated the total amount incurred to the 2026 Notes. Transaction costs were recorded as debt issuance cost (presented as contra debt in the condensed consolidated balance sheet) and are being amortized using the effective interest method to interest expense over the term of the 2026 Notes.

The 2026 Notes bore interest from February 5, 2021 at a rate of 0.75% per year payable semiannually in arrears on February 1 and August 1 of each year, beginning on August 1, 2021. The following table presents the total amount of interest cost recognized relating to the 2026 Notes (amounts in thousands):

Three Months Ended June 30,

Nine Months Ended June 30,

Three Months Ended December 31,

~~2025~~

~~2024~~

2025

2024

Contractual interest expense

~~290~~

~~289~~

~~871~~293

~~880~~293

Amortization of debt discount and issuance costs

~~2,179~~

~~2,040~~

62,~~403~~249

62,~~015~~105

Total interest expense recognized

~~2,469~~

~~2,329~~

72,~~274~~542

62,~~895~~398

The derived effective interest rate on the 2026 Notes host contract was determined to be 6.71%, which remains unchanged from the date of issuance. The remaining unamortized debt discount was $50.28 million as of ~~June~~December 3031, 2025, and will be amortized over approximately 0.61 years. The fair value, based on a quoted market price (Level 2), of the 2026 Notes at ~~June~~December 3031, 2025 was approximately $~~151~~154.58 million.

The Company repaid the 2026 Notes in full in the second quarter of fiscal 2026.

Convertible Senior Notes Hedge and Warrants

In connection with the ~~pricing~~issuance of the 2026 Notes, the Company entered into transactions for convertible notes hedge (the “Notes Hedge”) with Bank of America, N.A., Jefferies International Limited and Goldman Sachs & Co. LLC (the “Option Counterparties”). The Notes Hedge provided the Company with the option to acquire, on a net settlement basis, approximately 7.4 million shares of Common Stock at a strike price of $20.85, which is equal to the number of shares of Common Stock that notionally underlie and correspond to the conversion price of the 2026 Notes. The Company also entered into Warrant Transactions with the Option Counterparties relating to the same number of shares of the Common Stock, subject to customary anti-dilution adjustments. The strike price of the Warrant Transactions is $26.53 per share, which represents a 75.0% premium to the last reported sale price of the Common Stock on the Nasdaq Capital Market on February 2, 2021, and is subject to certain adjustments under the terms of the Warrant Transactions.

~~sale~~As ~~price~~of December 31, 2025, the Notes Hedge of $33.2 million is included in additional paid-in capital in the ~~Common~~condensed ~~Stock~~consolidated onbalance sheet and will not be remeasured provided the ~~Nasdaq~~requirements ~~Capital~~to ~~Market~~qualify onfor ~~February~~the 2,scope ~~2021,~~exception ~~and~~in isASC ~~subject~~815-10-15-74(a) continue to ~~certain~~be ~~adjustments~~met ~~under~~and the ~~terms~~Company ofhad not purchased any shares under the ~~Warrant~~Notes ~~Transactions~~Hedge. The Notes Hedge expired on February 1, 2026, without the Company exercising any option to acquire Common Stock.

~~The~~As ~~Company~~a ~~was~~result ~~initially~~of ~~required to settle~~ the ~~Notes~~Warrant ~~Hedge in cash~~Transactions, asthe ~~they~~Company ~~did~~is ~~not~~required ~~qualify~~to ~~for~~recognize ~~the~~incremental ~~scope~~dilution ~~exception~~of ~~for~~earnings ~~contracts~~per ~~involving~~share anto ~~issuer’s~~the ~~own~~extent ~~equity~~the inaverage ~~ASC~~share ~~815~~price ~~and~~is ~~were~~over ~~accounted~~$26.53 for asany afiscal ~~derivative asset~~quarter. ~~Upon~~During ~~initial purchase,~~ the ~~Notes~~three ~~Hedge~~months ~~was~~ended ~~recorded~~December in31, ~~convertible~~2025, ~~senior~~there ~~notes~~was ~~hedge~~no atdilution ~~$33.2 million~~of inearnings ~~our~~per ~~condensed~~share. ~~consolidated~~The ~~balance~~Warrant ~~sheets.~~Transactions Inexpire ~~the~~over ~~second~~a ~~quarter~~period of ~~fiscal~~80 ~~2022,~~trading ~~the~~days ~~stockholders~~commencing ofon ~~the~~May ~~Company~~1, ~~approved~~2026 anand ~~increase~~may tobe ~~the~~settled ~~number~~in ofnet ~~authorized~~ shares of Common Stock, toor annet ~~amount~~cash ~~sufficient~~at tothe ~~settle~~Company’s ~~the~~election. ~~conversion~~Upon ofinitial sale, the ~~2026~~Warrant ~~Notes.~~Transactions Aswere arecorded ~~result~~as ofan ~~the~~ increase toin ~~the~~additional ~~number~~paid-in capital within stockholders’ equity of ~~authorized~~$23.9 million. ~~shares~~As of ~~Common~~December ~~Stock~~31, 2025, the ~~Company~~Warrant ~~reclassified~~Transactions ~~the~~had ~~Notes~~not ~~Hedge~~been toexercised ~~additional~~and ~~paid-in~~remained ~~capital~~outstanding.

As of June 30, 2025, the Notes Hedge is included in additional paid-in capital in the condensed consolidated balance sheet and will not be remeasured provided the requirements to qualify for the scope exception in ASC 815-10-15-74(a) continue to be met and the Company had not purchased any shares under the Notes Hedge.

As a result of the Warrant Transactions, the Company is required to recognize incremental dilution of earnings per share to the extent the average share price is over $26.53 for any fiscal quarter. During the three months ended June 30, 2025, there was no dilution of earnings per share. The Warrant Transactions expire over a period of 80 trading days commencing on May 1, 2026 and may be settled in net shares of Common Stock or net cash at the Company’s election. Upon initial sale, the Warrant Transactions were recorded as an increase in additional paid-in capital within stockholders’ equity of $23.9 million. As of June 30, 2025, the Warrant Transactions had not been exercised and remained outstanding.

Revolving Credit Line

On February 13, 2024, the Company, together with its subsidiaries A2iA Corp. and ID R&D, Inc., entered into a Loan and Security Agreement (the “Credit Agreement”) with Silicon Valley Bank, a division of First-Citizens Bank & Trust Company (the “Bank”) that provided for a revolving line of credit whereby the Company could borrow up to $35.0 million (the “Revolving Line”) with an additional $15.0 million to be advanced under the Revolving Line at the sole discretion of the Bank. The Revolving Line was secured on a first priority basis by the Company’s assets.

Amended Credit Agreement - Revolving Credit Line and Term Loan

On May 7, 2025, the Company, together with its subsidiaries, A2iA Corp. and ID R&D, Inc., entered into the First Amendment to Loan and Security Agreement (the “Amendment”), amending the Credit Agreement, and as amended by the Amendment (the “Amended Credit Agreement”), by and among the Company and the Bank.

The Amended Credit Agreement provides for, among other things, (i) the establishment of a delayed draw term loan (the “Term Loan”) in an aggregate principal amount of up to $75.0 million that may be drawn prior to February 28, 2026 for the sole purpose of paying amounts outstanding under the 2026 Notes due February 1, 2026 and customary fees and expenses in connection therewith, (ii) a revolving line of credit (the “Revolving Line”) whereby the Company may borrow up to $25.0 million with an additional $15.0 million to be advanced under the Revolving Line at the sole discretion of the Bank. On January 21, 2026, the Company borrowed $50.0 million under its Term Loan. The Term Loan and Revolving Line are secured on a first priority basis by the Company’s assets.

In connection with the Amended Credit Agreement, the Company incurred issuance costs of $0.2 million which were recorded to Other income (expense), net. The Term Loan and the Revolving Line both mature on May 1, 2030. Commencing on April 1, 2026, the Borrower must make amortization payments on any advances under the Term Loan at the percentages set forth in the Amendment.

Borrowings under the Amended Credit Agreement generally bear interest at a variable rate equal to (a) term SOFR plus a specified margin or (b) WSJ prime plus a specified margin, in each case which will be adjusted based on the Company’s net leverage ratio at the time of borrowing. Borrower must also pay the Bank (i) a commitment fee of $125,000 and (ii) an “Unused Revolving Line Facility Fee” of 0.25% per annum of the average unused portion of the Revolving Line.

The Amended Credit Agreement contains representations, warranties, and negative and affirmative covenants customary for transactions of this type. These include covenants limiting the ability of Borrower, and any of their subsidiaries, subject to certain exceptions and baskets, to, among other things, (i) incur indebtedness, (ii) incur liens on their assets, (iii) enter into any merger or consolidation with, or acquire all or substantially all of the equity or property of, another person, (iv) dispose of any of their business or property, (v) make or permit any payment on subordinated debt, or (vi) pay any dividend, make any other distribution, or redeem any equity.

The Amended Credit Agreement contains customary events of default and also provides that an event of default includes any default resulting in a right by third parties to accelerate maturity of indebtedness in excess of $500,000. If any event of default occurs and is not cured within applicable grace periods set forth in the Amended Credit Agreement or waived, all loans and other obligations could become due and immediately payable and the facility could be terminated. In addition, Borrower may be required to deposit cash with the Bank in an amount equal to 1.05 of any undrawn letters of credit denominated in U.S. Dollars or 1.15 of any undrawn letters of credit denominated in a foreign currency.

The Amended Credit Agreement requires the Company to maintain a net leverage ratio of no more than 2.50 to 1.00 and if the Company consummates a permitted acquisition during the trailing twelve-month period, the net leverage ratio may not exceed 2.75 to 1.00. As of ~~June~~December 3031, 2025, the Company’s ~~net leverage ratio~~ was ~~1.20 to 1.00 and as such the Company was~~ in compliance with the net leverage ratio covenant of the Amended Credit Agreement. There are no outstanding borrowings under the Amended Credit Agreement as of ~~June~~December 3031, 2025.

Other Borrowings

The Company has certain loan agreements with Spanish government agencies. These agreements have repayment periods of five to twelve years and bear no interest rates ranging from 0% to 3.72%. As of ~~June~~December 3031, 2025, $24.78 million was outstanding under these agreements and $0.3 million and $2.4.5 million isare recorded in other current liabilities and other non-current liabilities, respectively, in the condensed consolidated balance sheets. As of September 30, ~~2024~~2025, $24.73 million was outstanding under these agreements and approximately $0.3 million and $2.4.0 million is recorded in other current liabilities and other non-current liabilities, respectively, in the condensed consolidated balance sheets.

Maturities of principal amounts of our other borrowings as of December 31, 2025 were as follows (amounts in thousands):


	Principal Amounts
Remaining 2026	$	279
2027	404
2028	551
2029	551
2030	551
2031 and thereafter	2,441
Total	$	4,777

9. COMMITMENTS AND CONTINGENCIES

Legal Proceedings

Third Party Claims Against the Company’s Customers

The Company receives indemnification demands from end-user customers who received third party patentee offers to license patents and allegations of patent infringement. Some of the offers and allegations have resulted in ongoing litigation. The Company is not a party to any such litigation. From time to time, license offers to and infringement allegations against the Company’s end-customers are made by non-practicing entities (“NPEs”)—often called “patent trolls”—and not the Company’s competitors. These NPEs may seek to extract settlements from our end-customers, resulting in new or renewed indemnification demands to the Company. At this time, the Company does not believe it is obligated to indemnify any customers or end-customers resulting from license offers or patent infringement allegations by any such NPEs. However, the Company could incur substantial costs if it is determined that it is required to indemnify any customers or end-customers in connection with these offers or allegations. Given the potential for impact to other customers and the industry, the Company is actively monitoring the offers, allegations and any resulting litigation.

Since 2018, United Services Automobile Association (“USAA”) has filed suit against various parties alleging patent infringement concerning USAA-owned patents related to mobile check deposit technology. While these lawsuits do not name the Company as a defendant, given (among other factors) the Company’s prior history of litigation with USAA and the continued use of the Company’s products by its customers, on November 1, 2019, the Company filed a complaint in the U.S. District Court for the Northern District of California seeking declaratory judgment that its products do not infringe certain patents held by USAA (collectively, the “Subject Patents”), which USAA sought to dismiss for lack of standing. Following various appeals and transfers, the Company timely filed a notice of appeal to the U.S. Court of Appeals for the Federal Circuit. On June 12, 2025, the U.S. Court of Appeals for the Federal Circuit affirmed the dismissal of the action for lack of standing, but did not address the merits of the case. The Company chose not to appeal this decision. The Company continues to believe that its products do not infringe the Subject Patents and will vigorously defend the right of its end-users to use its technology.

On January 28, 2025, USAA filed a patent infringement lawsuit against Regions Financial Corporation and Regions Bank (“Regions”) in the U.S. District Court for the Eastern District of Texas. The Company was not named as a defendant or mentioned in connection with any alleged infringement in the complaint. On March 13, 2025, Digital First Holdings d/b/a Candescent, the successor-in-interest of NCR’s digital banking business, sent the Company an indemnification demand relating to the lawsuit. The Company does not believe at this time that it is required to indemnify Candescent or Regions and has notified them of its position. On July 7, 2025, Regions filed a motion to dismiss the complaint alleging that the patent claims are invalid under 35 U.S.C. § 101. On July 14, 2025, Regions filed a motion to stay the case pending the resolution of its motion to dismiss.16

Company as a defendant, the Company continues to believe that its products do not infringe certain patents held by USAA and will vigorously defend the right of its end-users to use its technology.

Claim Against UrbanFT, Inc.

On July 31, 2019, the Company ~~filed~~sued ~~a lawsuit against one of its customers,~~ UrbanFT, Inc. (“UrbanFT”) for delinquent in payments and declaratory judgment of non-infringement in the United States District Court for the Southern District of California (case No. 19-CV-1432-CAB-DEB)., ~~UrbanFT~~but ison ~~delinquent~~December in17, ~~payment~~2020, ~~and~~that ~~attempted~~case towas ~~justify~~dismissed ~~its~~for ~~non-payment~~lack byof ~~asserting~~subject ~~that~~matter ~~the~~jurisdiction ~~Company~~after isit orwas ~~may~~determined beUrbanFT ~~infringing~~did onnot ~~purported~~own ~~UrbanFT~~the patents. ~~The~~at ~~Company~~issue. ~~filed~~On ~~such~~December ~~lawsuit~~18, to2020, ~~collect~~ the ~~delinquent~~Company ~~payments~~refiled ~~and~~in tothe ~~obtain~~Superior aCourt ~~declaratory~~of ~~judgment~~the State of ~~non-infringement~~California, County of ~~five~~San ~~purported~~Diego ~~UrbanFT~~(case ~~patents~~no. ~~UrbanFT~~37-2020-00046670-CU-BC-CTL), ~~filed~~where anit ~~answer~~obtained ~~and~~summary ~~later~~judgment ~~asserted~~on ~~infringement~~April of15, ~~two~~2022, ofand ~~the~~on ~~five~~June ~~patents-at-issue~~2, in2022, the ~~Company’s~~court ~~lawsuit~~entered ~~against~~a ~~UrbanFT.~~total ~~The~~judgment ~~Company~~of ~~thereafter~~$2.3 million ~~filed~~in ~~counterclaims~~compensatory ~~seeking~~damages, acosts, ~~declaration~~and ~~that~~attorneys' ~~the~~fees, ~~two~~with ~~patents~~the ~~now~~time ~~asserted~~for by UrbanFT ~~are~~to ~~invalid~~appeal inthe ~~addition~~compensatory todamages ~~being~~having ~~not~~since ~~infringed~~expired. ~~During~~On ~~the~~August ~~course~~2, ~~of the litigation~~2023, the Company ~~learned~~filed ~~that~~ a ~~judgment~~separate ~~had~~Fraud ~~been~~Conveyance ~~entered~~Action against ~~UrbanFT’s~~Richard ~~affiliates~~Steggall and ~~its~~related ~~predecessor~~entities ~~owner~~ in ~~which~~San anDiego ~~Oregon~~Superior ~~court~~Court ~~ordered~~(Case ~~that~~No. ~~the~~37-2023-00033005-CU-FR-CTL), ~~patents~~alleging inthat ~~issue~~Mr. ~~revert~~Steggall toorchestrated a ~~prior~~scheme ~~owner,~~to ~~Mr.~~strip ~~Stevens, because~~ UrbanFT’s ~~affiliates~~of ~~did~~assets ~~not~~and ~~pay~~funnel ~~the~~revenues ~~purchase~~through ~~price~~other ~~owed~~entities to avoid the ~~prior~~Company's ~~owner.~~collection Onefforts; ~~September~~in 8,January ~~2020~~2026, the ~~Company~~case ~~filed~~was areassigned ~~motion~~to ~~for~~a ~~summary~~new ~~judgment~~judge, onvacating ~~its~~the ~~breach~~previously ofscheduled ~~contract~~hearing ~~claim~~on Mr. OnSteggall's ~~September~~summary ~~15,~~judgment ~~2020~~motion, ~~the~~and ~~district~~a ~~court~~Case ~~issued~~Management anConference ~~order~~is tonow ~~show~~set ~~cause~~for ~~regarding~~April ~~jurisdiction~~2026 ~~over~~with ~~patent~~no ~~issues~~pending intrial ~~light of the Oregon judgment~~date. ~~On December 17,~~

2020, the district court dismissed Mitek’s claims for declaratory judgment of non-infringement and UrbanFT’s counterclaims for patent infringement and related affirmative defenses based on infringement of the patents for lack of subject matter jurisdiction because UrbanFT does not own the patents. The district court then dismissed the remaining state law claims without prejudice to refiling in state court.

On December 18, 2020, the Company filed a new suit against UrbanFT in the Superior Court of the State of California, County of San Diego (case no. 37-2020-00046670-CU-BC-CTL) asserting claims for breach of contract, open book account, and monetary damages. UrbanFT filed an answer and did not assert any cross-claims. The Company filed a motion for summary judgment which was heard on April 15, 2022. The Court granted the Company’s motion and on June 2, 2022, entered a judgment in favor of the Company for $1.7 million in compensatory damages, plus costs, including attorney’s fees. The Court awarded the Company $2,600 in costs plus $0.6 million in attorneys’ fees for a total judgment of $2.3 million. The time for UrbanFT to appeal the $1.7 million in compensatory damage judgment has expired but the time for UrbanFT to appeal the attorneys’ fee and cost award has not. No appeal has been filed.

On August 2, 2023, the Company filed a separate lawsuit against Richard Steggall, UFT (North America), LLC fka Urban FT LLC; Urban FT Group, Inc; Urban FT Client Solutions, LLC; UFT Professional Services, LLC; and X-35 Financial Technologies, in the San Diego Superior Court, (case No. 37-2023-00033005-CU-FR-CTL) (“Fraud Conveyance Action”). The Fraud Conveyance Action alleges that Mr. Steggall orchestrated a scheme to strip UFT (North America), LLC of any assets and effectively transfer the Urban FT business to other entities he owns and controls, all to avoid the Company’s collection efforts. The Fraud Conveyance Action also alleges that Mr. Steggall funnels Urban FT’s revenues through a web of other entities he owns and controls, all to ensure that creditors, including the Company, cannot collect their debts.

On February 23, 2024, the Court set the Fraud Conveyance Action for trial on March 14, 2025. Separately, the Company filed two motions to compel discovery set for April 12, 2024. The defendants have filed a motion to quash the Company’s subpoena to Chase Bank and the defendants filed an Order to Show Cause to hold the Company in contempt for violating the parties’ Protective Order. The Company anticipates filing its own motion for sanctions against defendants for their frivolous contempt motion.

On April 12, 2024, the Court granted the Company’s two motions to compel discovery and the parties are presently working through various issues in Urban FT’s discovery responses following the Court granting the motions to compel. Separately, the parties agreed to withdraw: (1) the subpoena to Chase Bank; (2) the motion to quash the subpoena to Chase Bank; (3) the Order to Show cause to hold Company in contempt; and (4) the Company’s motion for sanctions in response to the contempt motion.

In March 2025, Steggall filed a motion for summary judgment, which was set to be heard on June 6, 2025 but was postponed until October 3, 2025. Trial has been continued to January 2026.

Other Legal Matters

In addition to the foregoing, the Company is subject to various claims and legal proceedings arising in the ordinary course of its business. The Company accrues for such liabilities when it is both (i) probable that a loss has occurred and (ii) the amount of the loss can be reasonably estimated in accordance with ASC 450, Contingencies. While any legal proceeding has an element of uncertainty, the Company believes that the disposition of such matters, in the aggregate, will not have a material effect on the Company’s financial condition or results of operations.

10. LEASES

Leases

The Company leases office and research and development facility space under non-cancelable operating leases for various terms through 2031. Certain lease agreements include renewal options, rent abatement periods, and rental increases throughout the term. As of ~~June~~December 3031, 2025, the ~~weighted~~Company had operating right-~~average~~of-use ~~remaining~~(“ROU”) assets of $2.4 million. As of December 31, 2025, total operating lease ~~term~~liabilities ~~for~~of $2.8 million were comprised of current lease liabilities of $0.9 million and non-current lease liabilities of $1.9 million. As of September 30, 2025, the Company’s had operating ~~leases~~ROU ~~was~~assets 4of $2.56 ~~years~~million. ~~and~~As ~~the~~of ~~weighted-average~~September ~~discount~~30, ~~rate~~2025, ~~was~~total 7operating lease liabilities of $3.0 million were comprised of current lease liabilities of $0.9% million and non-current lease liabilities of $2.1 million.

AsThe offollowing ~~June~~table ~~30,~~provides ~~2025,~~ the ~~Company~~components ~~had operating right-~~of~~-use~~ ~~(“ROU”) assets of $2.3 million. As of June 30, 2025, total operating~~ lease ~~liabilities~~cost ofrecognized ~~$2.7~~in ~~million~~the ~~were~~consolidated ~~comprised~~statements of ~~current~~operations ~~lease liabilities of $0.7 million~~ and ~~non-current~~comprehensive ~~lease~~income ~~liabilities~~(loss) offor ~~$2.1 million. As of September 30, 2024,~~ the ~~Company~~periods ~~had~~presented ~~operating~~(amounts ~~ROU~~in assets of $4.7 million. As of September 30, 2024, total operating lease liabilities of $5.0 million were comprised of current lease liabilities of $0.8 million and non-current lease liabilities of $4.2 million. thousands):

The Company recognized $0.2 million and $0.6 million of operating lease costs in the three months ended June 30, 2025 and 2024, respectively. The Company recognized $0.6 million and $1.5 million of operating lease costs in the nine months ended June 30, 2025 and 2024, respectively. Operating lease costs are included within cost of revenue, selling and marketing, research and development, and general and administrative expenses, dependent upon the nature and use of the ROU asset, in the Company’s condensed consolidated statement of operations and comprehensive income (loss).


	Three Months Ended December 31,
	2025		2024
Operating lease costs	$	210	$	182
Short-term lease costs	117		151
Variable lease costs	95		19
Total lease costs	$	422	$	352

Supplemental cash flow information related to leases was as follows (amounts in thousands):


	Three Months Ended December 31,
	2025		2024

Cash paid for amounts included in the measurement of lease liabilities	$	255	$	150

Other information related to leases as of the balance sheet dates presented was as follows:


	Three Months Ended December 31,
	2025		2024
Weighted-average remaining lease term (years) - operating leases	3.8		4.8
Weighted-average discount rate - operating leases	7.8	%	5.2	%

Maturities of operating lease liabilities as of December 31, 2025 were as follows (amounts in thousands):


	Operating Leases
Remaining 2026	$	826
2027	990
2028	479
2029	314
2030	323
2031 and thereafter	287
Total lease payments	3,219
Less: amount representing interest	(450)
Present value of future lease payments	$	2,769

11. SUBSEQUENT EVENTS

Term Loan Borrowing

On January 21, 2026, the Company borrowed $50.0 million under its Term Loan. For a description of the material terms of the Term Loan, refer to Note 8 of the notes to the condensed consolidated financial statements included in Part I, Item I of this Form 10-Q.

Repayment of Convertible Senior Notes

On February 1, 2026, the Company repaid the Convertible Senior Notes in full, which includes $155.3 million principal as well as any accrued interest thereon.

Share Repurchase Plan

On February 5, 2026, the Board of Directors of the Company approved a new share repurchase program, authorizing the Company to repurchase up to $50.0 million of its Common Stock. The new share repurchase program will become effective at the completion of the Company’s 2024 share repurchase program and will remain effective for a period of up to two years.

The Company paid $0.6 million in operating cash flows for operating leases in the nine months ended June 30, 2025.

	Operating leases
2025	$	215
2026	844
2027	790
2028	479
2029	314
2030 and thereafter	610
Total lease payments	3,252
Less: amount representing interest	(529)
Present value of future lease payments	$	2,723

ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.

This Quarterly Report on Form 10-Q (this “Form 10-Q”), contains “forward-looking statements” that involve risks and uncertainties, as well as assumptions that, if they never materialize or they prove incorrect, could cause our results to differ materially and adversely from those expressed or implied by such forward-looking statements. The forward-looking statements are contained principally in this Item 2—“Management’s Discussion and Analysis of Financial Condition and Results of Operations” and Part II, Item 1A—“Risk Factors,” but appear throughout this Form 10-Q. Forward-looking statements may include, but are not limited to, statements relating to our outlook or expectations for earnings, revenues, expenses, asset quality, volatility of our common stock, financial condition or other future financial or business performance, strategies, expectations, or business prospects, our customers, and markets generally, or the impact of legal, regulatory, or supervisory matters on our business, results of operations, or financial condition.

Forward-looking statements can be identified by the use of words such as “estimate,” “plan,” “project,” “forecast,” “intend,” “expect,” “anticipate,” “believe,” “seek,” “target”, “will,” “would,” “could,” “can,” “may”, or similar expressions. Forward-looking statements reflect our judgment based on currently available information and involve a number of risks and uncertainties that could cause actual results to differ materially from those described in the forward-looking statements. Factors that could cause or contribute to such differences include, but are not limited to, those discussed in Part II, Item 1A—“Risk Factors” in this Form 10-Q and in our other filings with the U.S. Securities and Exchange Commission (the “SEC”), including our Annual Report on Form 10-K for the fiscal year ended September 30, ~~2024~~2025, filed with the SEC on December 1611, ~~2024~~2025 (“~~2024~~2025 Annual Report”). Additionally, there may be other factors that could preclude us from realizing the predictions made in the forward-looking statements. We operate in a continually changing business environment and new factors emerge from time to time. We cannot predict such factors or assess the impact, if any, of such factors on our financial position or results of operations. All forward-looking statements included in this Form 10-Q speak only as of the date of this Form 10-Q and you are cautioned not to place undue reliance on any such forward-looking statements. Except as required by law, we undertake no obligation to publicly update or release any revisions to these forward-looking statements to reflect any events or circumstances after the date of this Form 10-Q or to reflect the occurrence of unanticipated events.

In this Form 10-Q, unless the context indicates otherwise, the terms “Mitek,” “the Company,” “we,” “us,” and “our” refer to Mitek Systems, Inc., a Delaware corporation and its subsidiaries.

Overview

Mitek Systems, Inc. (“Mitek,” or the “Company,” ~~“we,” “us,” and “our”~~) is a ~~pioneer in mobile image capture and a~~ global provider of ~~solutions in the fraud prevention,~~ digital identity verification, and ~~cybersecurity markets. Our products address the increasing sophistication of~~ fraud inprevention ~~areas~~solutions. ~~such~~The asCompany’s ~~new~~technologies ~~account~~help ~~openings,~~organizations ~~digital~~verify ~~account access~~identities, ~~and~~mitigate ~~payments.~~fraud ~~Utilizing artificial intelligence~~risk, ~~computer vision,~~ and ~~proprietary~~enable ~~biometrics,~~secure ~~our~~digital ~~enterprise-grade~~interactions ~~verification~~in ~~tools~~response ~~protect~~to ~~organizations~~increasingly ~~from~~complex ~~escalating check fraud, ongoing account opening fraud,~~ and ~~new~~evolving ~~cyber~~ threats, ~~such~~including asthose ~~deepfakes~~driven ~~and~~by ~~voice~~artificial ~~clones.~~intelligence (“AI”).

Mitek’s ~~Mobile~~platform ~~Check~~addresses ~~Deposit~~key ~~product~~use iscases ~~trusted~~across bydigital ~~consumers~~interactions ~~for~~and ~~its~~customer ~~convenience~~lifecycle, ~~and~~including ~~accuracy~~new ~~verifying~~account ~~checks~~openings, ~~for~~account ~~deposit~~access, ~~facilitating~~and ~~approximately~~mobile 1check deposit.2 ~~billion~~Core ~~transactions~~capabilities ~~annually.~~include ~~This~~AI, ~~solution~~machine ~~powers~~learning, ~~secure~~computer vision, ~~fast~~proprietary biometric liveness, and ~~convenient~~deepfake ~~deposit~~detection ~~services~~technologies ~~for~~that ~~many~~support ~~organizations~~identity verification, ~~enhancing~~detect ~~consumer~~manipulation, ~~experience~~and help prevent digital impersonation.

WeThe ~~serve~~Company’s ~~over~~mobile ~~7,900~~check ~~financial~~deposit ~~services~~product ~~organizations,~~enables ~~financial~~approximately ~~technology~~1.2 ~~(“fintech”)~~billion ~~brands,~~transactions ~~telecommunications~~annually ~~companies,~~ and ~~marketplace brands globally. Our verification and fraud detection technology~~ is ~~embedded~~widely ~~directly~~used ~~within~~by ~~mobile~~financial ~~and~~institutions ~~web~~to ~~applications,~~provide ~~providing~~consumers ~~seamless~~with ~~verification at every touchpoint in the customer lifecycle. By equipping banks~~fast, ~~marketplaces~~accurate, and ~~fintech~~secure ~~platforms~~remote ~~with~~deposit ~~these~~functionality. ~~tools,~~Mitek’s weidentity ~~help~~verification ~~reduce~~technologies ~~the~~are ~~costs~~embedded ~~associated~~within ~~with~~mobile ~~fraud, impersonation, Know Your Customer (“KYC”)~~ and ~~anti-money~~web ~~laundering (“AML”) compliance. Additionally~~applications, ~~our~~delivering ~~solutions improve the customer experience~~real-time, ~~help~~automated toidentity ~~ensure~~validation ~~regulatory~~across ~~compliance,~~critical ~~and~~digital ~~lower operational costs~~interactions.

~~Third~~As ~~Quarter~~of ~~Fiscal~~the ~~2025~~date ~~Highlights~~of this filing, Mitek serves more than 7,000 organizations globally, including financial institutions, financial technology (“fintech”) companies, telecommunications providers, and digital marketplaces. The Company’s solutions assist customers in addressing fraud risk, complying with Know Your Customer (“KYC”) and anti-money laundering (“AML”) regulations, and improving operational efficiency and user experience.

~~•Revenue~~First ~~for~~Quarter ~~the~~Fiscal ~~three~~2026 ~~months ended June 30, 2025 was $45.7 million, an increase of 2% compared to revenue of $45.0 million in the three months ended June 30, 2024.~~ Highlights

•~~Net~~Revenue ~~income~~for ~~was~~the ~~$2.4~~three ~~million,~~months orended ~~$0.05~~December ~~per diluted share~~31, ~~during~~2025 ~~the~~was ~~three~~$44.2 ~~months~~million, ~~ended~~an ~~June~~increase ~~30,~~of ~~2025,~~19% compared to ~~net~~revenue ~~income~~ of $037.23 million, orin ~~$0.00 per diluted share, during~~ the three months ended ~~June~~December 3031, 2024.

•~~Cash~~Net ~~provided~~income bywas ~~operating~~$2.8 ~~activities~~million, ~~was~~or $350.906 ~~million~~per ~~for~~diluted share, during the ~~nine~~three months ended ~~June~~December 3031, 2025, compared to ~~cash~~net ~~provided~~loss ~~by operating activities~~ of $104.6 million, ~~for~~or $0.10 per diluted share, during the ~~nine~~three months ended ~~June~~December 3031, 2024.

•WeCash ~~added~~provided ~~new~~by ~~patents~~operating toactivities ~~our~~was ~~portfolio~~$8.0 ~~during~~million for the three months ended ~~June~~December 3031, 2025, ~~bringing~~compared ~~our~~to ~~total~~cash ~~number~~provided ofby ~~issued~~operating ~~patents~~activities ~~to 107 as~~ of ~~June 30, 2025~~$0. In6 ~~addition,~~million wefor ~~had~~the 21three ~~patent~~months ~~applications~~ended ~~outstanding~~December ~~as of June 30~~31, ~~2025~~2024.

20•We added new patents to our portfolio during the three months ended December 31, 2025, bringing our total number of issued patents to 111 as of December 31, 2025. In addition, we had 26 patent applications outstanding as of December 31, 2025.

Market Opportunities, Challenges & Risks

WeSee ~~believe~~Item ~~that~~1 ~~financial~~“Business” institutions, fintech platforms, and other companies see our patented solutions as a way to provide a superior digital customer experience to meet growing consumer demands of trust and convenience online and, at the same time, assist them in ~~meeting regulatory requirements. The value of digital transformation to~~ our ~~customers~~2025 isAnnual aReport possible increase in top line revenue and a reduction in the cost of sales and service. As the use of new technology increases, so does associated fraud and cyber-attacks. The negative outcomes of fraud and cyber-attacks encompass financial losses, brand damage, and loss of loyal customers, which we predict will lead to growth in demand for ~~identity~~details ~~verification~~regarding ~~and~~our ~~sophisticated~~market ~~fraud detection~~opportunities, ~~prevention~~challenges and ~~management products~~risks.

Factors adversely affecting the pricing of, or demand for, our digital solutions, such as competition from other products or technologies, any decline in the demand for digital transactions, the imposition of tariffs and other trade disputes, or negative publicity or obsolescence of the software environments in which our products operate, could result in lower revenues or gross margins. Further, because substantially all of our revenues are from a few types of technology, our product concentration may make us especially vulnerable to market demand and competition from other technologies, which could reduce our revenues.

The sales cycle for our software and services can be lengthy and the implementation cycles for our software and services by our channel partners and customers can also be lengthy, often as long as six months and sometimes longer for larger customers. If implementation of our products by our channel partners and customers is delayed or otherwise not completed, our business, financial condition, and results of operations may be adversely affected.

Revenues related to most of our on premise licenses for mobile products are required to be recognized up front upon satisfaction of all applicable revenue recognition criteria. Revenue related to our software as a service (“SaaS”) products is recognized ratably over the life of the contract or as transactions are used depending on the contract criteria. The recognition of future revenues from these licenses is dependent upon a number of factors, including, but not limited to, the term of our license agreements, the timing of implementation of our products by our channel partners and customers, and the timing of any re-orders of additional licenses and/or license renewals by our channel partners and customers.

During each of the last few years, sales of licenses to one or more channel partners have comprised a significant portion of our revenue each year. This is attributable to the timing of renewals or purchases of licenses and does not represent a dependence on any single channel partner. If we were to lose a channel partner relationship, we believe either we or another channel partner could sell our products to the end-users that had purchased products from the channel partner we lost. However, in that case, we or another channel partner must establish a relationship with the end-users, which could take time to develop.

We have a growing number of competitors in the mobile image capture and identity verification industry, many of which have greater financial, technical, marketing, and other resources. However, we believe our patented mobile image capture and identity verification technology, our growing portfolio of products and coverage for the financial services industry, and our market expertise gives us a distinct competitive advantage. To remain competitive, we will continue to offer products that are attractive to the consumer as well as being compliant, accurate, and convenient. To help us remain competitive, we intend to further our investment in research and development as well as partnering with other technology providers.

Results of Operations

Comparison of the Three Months Ended ~~June~~December 3031, 2025 and 2024

The following table summarizes certain aspects of our results of operations for the three months ended December 31, 2025 and 2024 (amounts in thousands, except percentages):

	Three Months Ended June 30,
	Three Months Ended December 31,
					Percentage of Total Revenue				Increase (Decrease)
	2025		2024		2025		2024		$		%
Revenue
Software and hardware	$	19,507	$	22,662	43	%	50	%	$	(3,155)	(14)	%
Software license	$	13,901	$	11,985	31	%	32	%	$	1,916	16	%
Services and other	26,222		22,314		57	%	50	%	3,908		18	%
SaaS, maintenance, and other	30,343		25,269		69	%	68	%	5,074		20	%
Total revenue	$	4544,~~729~~244	$	4437,~~976~~254	100	%	100	%	$	~~753~~6,990	219	%
Cost of revenue	78,~~022~~407		65,~~482~~944		1519	%	1416	%	~~540~~2,463		841	%
Selling and marketing	118,~~127~~148		109,~~354~~695		2418	%	2326	%	~~773~~(1,547)		7(16)	%
Research and development	87,~~960~~374		98,~~982~~323		2017	%	22	%	(~~1,022~~949)		(1011)	%
General and administrative	11,~~251~~074		1211,~~604~~901		25	%	2832	%	(~~1,353~~827)		(117)	%
Amortization and acquisition-related costs	3,560		3,750		8	%	8	%	(190)		(5)	%
Amortization of acquired intangibles and acquisition-related costs	3,286		3,657		7	%	10	%	(371)		(10)	%
Restructuring costs	—515		~~1,070~~808		—1	%	2	%	(~~1,070~~293)		(~~100~~36)	%
Interest expense	2,~~469~~542		2,~~329~~398		56	%	56	%	~~140~~144		6	%
Other income, net	1,~~805~~500		~~1,436~~563		43	%	32	%	~~369~~937		26166	%
Income tax benefit (provision)	(~~749~~1,626)		~~375~~297		24	%	1	%	(1,~~124~~923)		nm
Net income	$	2,396	$	216	5	%	—	%	$	2,180	nm
Net income (loss)	$	2,772	$	(4,612)	6	%	12	%	$	7,384	(160)	%

nm - not meaningful

Revenue

Total revenue increased $07.80 million, or 219%, to $4544.72 million in the three months ended ~~June~~December 3031, 2025 compared to $4537.03 million in the three months ended ~~June~~December 3031, 2024. Software ~~and~~license ~~hardware~~ revenue ~~decreased~~increased $31.29 million, or 1416%, to $1913.59 million in the three months ended ~~June~~December 3031, 2025 compared to $2212.70 million in the three months ended ~~June~~December 3031, 2024. This ~~decrease~~increase is primarily due to ~~lower multi-year term license renewals of our Mobile Deposit® software products, partially offset by~~ an increase in ~~sales~~revenue offrom our standalone biometrics ID Live products in the three months ended ~~June~~December 3031, 2025 compared to the same period in 2024. ~~Services~~SaaS, maintenance and other revenue increased $35.91 million, or 1820%, to $2630.23 million in the three months ended ~~June~~December 3031, 2025 compared to $2225.3 million in the three months ended ~~June~~December 3031, 2024. This increase is primarily due to ~~higher~~an ~~revenue~~increase in transaction volume from our ~~HooYu,~~ MiVIP, ~~Mobile Verify®, Mobile Deposit®,~~ and Check Fraud Defender products in the three months ended ~~June~~December 3031, 2025 compared to the same period in 2024.

Cost of Revenue

Cost of revenue includes personnel costs related to billable services and software support, ~~direct costs associated with our hardware products,~~ hosting costs, and the costs of royalties for third party products embedded in our products. Cost of revenue increased $02.5 million, or 841%, to $78.04 million in the three months ended ~~June~~December 3031, 2025 compared to $6.5.9 million in the three months ended ~~June~~December 3031, 2024. The increase in cost of revenue is primarily due to an increase in ~~transactional~~ SaaS revenue as well as increased investment in our SaaS products and increases in service intensive customer work with more personnel costs directly supporting our customers during the three months ended ~~June~~December 3031, 2025 compared to the same period in 2024.

Selling and Marketing Expenses

Selling and marketing expenses include payroll, employee benefits, stock-based compensation, and other headcount-related costs associated with sales and marketing personnel. Selling and marketing expenses also include non-billable costs of professional services personnel, advertising expenses, product promotion costs, trade shows, and other brand awareness programs. Selling and marketing expenses ~~increased~~decreased $01.85 million, or 716%, to $118.1 million in the three months ended ~~June~~December 3031, 2025 compared to $109.47 million in the three months ended ~~June~~December 3031, 2024. The ~~increase~~decrease in selling and marketing expense is primarily due to ~~higher~~a ~~personnel~~re-~~related~~allocation ~~costs,~~of ~~partially~~headcount ~~offset~~to byfocus on service intensive customer work and lower ~~other~~stock-based ~~costs~~compensation expense associated with roles that have exited the organization in the three months ended ~~June~~December 3031, 2025 compared to the same period in 2024.

Research and Development Expenses

Research and development expenses include payroll, employee benefits, stock-based compensation, third party contractor expenses, and other headcount-related costs associated with software engineering and mobile capture science. Research and development expenses decreased $0.9 million, or 11%, to $7.4 million in the three months ended December 31, 2025 compared to $8.3 million in the three months ended December 31, 2024. The decrease in research and development expenses is primarily due to lower stock-based compensation expense due to continued realignment of headcount toward platform-level capabilities including reversal of expense for roles that exited the organization as part of this realignment and increases in capitalized software development costs commensurate with the realignment of priorities to these platform-level capabilities in the three months ended December 31, 2025 compared to the same period in 2024.

development expenses decreased $1.0 million, or 10%, to $9.0 million in the three months ended June 30, 2025 compared to $10.0 million in the three months ended June 30, 2024. The decrease in research and development expenses is primarily due to lower personnel-related and other costs in the three months ended June 30, 2025 compared to the same period in 2024.

General and Administrative Expenses

General and administrative expenses include payroll, employee benefits, stock-based compensation, and other headcount-related costs associated with finance, legal, administration, and information technology functions, as well as third party legal, accounting, and other administrative costs. General and administrative expenses decreased $10.48 million, or 117%, to $11.31 million in the three months ended ~~June~~December 3031, 2025 compared to $1211.69 million in the three months ended ~~June~~December 3031, 2024. The decrease in general and administrative expenses is primarily due to lower bad debt expense, lower executive transition costs, lower audit, ~~accounting~~ and ~~tax~~accounting fees, and lower third-party and professional fees, partially offset by higher personnel-related costs ~~as we replaced full-time consultants with full-time employees~~ during the three months ended ~~June~~December 3031, 2025 compared to the same period in 2024.

Amortization of Acquired Intangibles and ~~acquisition~~Acquisition-related costs

Amortization of acquired intangibles and acquisition-related costs include amortization of intangible assets, adjustments recorded due to changes in the fair value of contingent consideration, and other costs associated with acquisitions. Amortization and acquisition-related costs decreased $0.24 million, or 510%, to $3.63 million in the three months ended ~~June~~December 3031, 2025 compared to $3.87 million in the three months ended ~~June~~December 3031, 2024. The decrease in amortization and acquisition-related costs is primarily due to a decrease in amortization expense of intangible assets from previous acquisitions that were fully amortized prior to the three months ended ~~June~~December 3031, 2025 compared to the same period in 2024.

Restructuring Costs

Restructuring costs consist of employee severance obligations and other related costs. ~~There~~Restructuring costs were no$0.5 ~~restructuring~~million ~~costs~~ in the three months ended ~~June~~December 3031, 2025 and related to a restructuring that occurred in the first quarter of fiscal 2026. Restructuring costs were $10.18 million in the three months ended ~~June~~December 3031, 2024 and related to ~~expenses incurred to~~ a restructuring that occurred in the ~~third~~first quarter of fiscal ~~2024~~2025.

Interest Expense

Interest expense includes the amortization of debt discount and issuance costs and coupon interest accrued on our 0.75% convertible senior notes due 2026 (the “2026 Notes”) and Amended Credit Agreement (as defined below). Interest expense was $2.5 million for the three months ended ~~June~~December 3031, 2025 and consisted of $2.2 million of amortization of debt discount and issuance costs and $0.3 million of interest incurred. Interest expense was $2.34 million for the three months ended ~~June~~December 3031, 2024 and consisted of $2.01 million of amortization of debt discount and issuance costs and $0.3 million of interest incurred. ~~The~~As ~~increase~~we ~~was~~amortize ~~due~~the todebt discount and issuance costs ~~incurred~~using ~~related~~the toeffective ~~our~~interest ~~Amended~~method, ~~Credit~~amortization ~~Agreement~~expense increases over the term of the agreement.

Other Income (Expense), Net

Other income (expense), net includes interest income net of amortization and net realized gains or losses on our marketable securities portfolio, and foreign currency transactional gains orand losses. Other income (expense), net increased $0.49 million, or 26166%, to $1.85 million of income in the three months ended ~~June~~December 3031, 2025 compared to $10.46 million of income in the three months ended ~~June~~December 3031, 2024. The increase was primarily due to ~~higher~~lower foreign currency exchange transactional ~~gains,~~losses ~~partially~~and ~~offset~~higher byother aincome ~~loss on extinguishment related to our Amended Credit Agreement,~~ in the three months ended ~~June~~December 3031, 2025 as compared to the same period in 2024.

Income Tax Benefit (Provision)

For the three months ended ~~June~~December 3031, 2025, we recorded an income tax provision of $01.76 million which yielded an effective tax rate of 2437%. For the three months ended ~~June~~December 3031, 2024, we recorded an income tax benefit of $0.43 million which yielded an effective tax rate of ~~236~~6%. The difference between the U.S. federal statutory tax rate and our effective tax rate for the three months ended ~~June~~December 3031, 2025 ~~and 2024~~ was primarily due to a mix of worldwide income, the impact of non-deductible executive compensation, as well as the impact of ~~stock~~the global intangible low-~~based~~taxed ~~compensation,~~income inclusion and federal, state and foreign research and development credits on the tax provision.

Comparison of the Nine Months Ended June 30, 2025 and 2024

	Nine Months Ended June 30,
					Percentage of Total Revenue				Increase (Decrease)
	2025		2024		2025		2024		$		%
Revenue
Software and hardware	$	58,192	$	63,531	43	%	49	%	$	(5,339)	(8)	%
Services and other	76,720		65,330		57	%	51	%	11,390		17	%
Total revenue	$	134,912	$	128,861	100	%	100	%	$	6,051	5	%
Cost of revenue	19,497		18,231		14	%	14	%	1,266		7	%
Selling and marketing	31,362		31,231		23	%	24	%	131		—	%
Research and development	27,049		28,569		20	%	22	%	(1,520)		(5)	%
General and administrative	33,250		43,085		25	%	33	%	(9,835)		(23)	%
Amortization and acquisition-related costs	10,817		11,581		8	%	9	%	(764)		(7)	%
Restructuring costs	837		1,648		1	%	1	%	(811)		(49)	%
Interest expense	7,274		6,895		5	%	5	%	379		5	%
Other income, net	3,478		4,268		3	%	3	%	(790)		(19)	%
Income tax benefit (provision)	(1,368)		2,816		1	%	2	%	(4,184)		(149)	%
Net income (loss)	$	6,936	$	(5,295)	5	%	4	%	$	12,231	nm

nm - not meaningful

Revenue

Total revenue increased $6.1 million, or 5%, to $134.9 million in the nine months ended June 30, 2025 compared to $128.9 million in the nine months ended June 30, 2024. Software and hardware revenue decreased $5.3 million, or 8%, to $58.2 million in the nine months ended June 30, 2025 compared to $63.5 million in the nine months ended June 30, 2024. This decrease is primarily due to lower multi-year term license renewals of our Mobile Deposit® software products and a decrease in sales of our legacy identity verification software and hardware products in the nine months ended June 30, 2025 compared to the same period in 2024. Services and other revenue increased $11.4 million, or 17%, to $76.7 million in the nine months ended June 30, 2025 compared to $65.3 million in the nine months ended June 30, 2024 primarily due to strong growth in revenue from our Mobile Verify®, HooYu, MiVIP, Mobile Deposit®, and Check Fraud Defender products, partially offset by a decrease in sales of our legacy identity verification products, compared to the same period in 2024.

Cost of Revenue

Cost of revenue includes personnel costs related to billable services and software support, direct costs associated with our hardware products, hosting costs, and the costs of royalties for third party products embedded in our products. Cost of revenue increased $1.3 million, or 7%, to $19.5 million in the nine months ended June 30, 2025 compared to $18.2 million in the nine months ended June 30, 2024. The increase in cost of revenue is primarily due to an increase in transactional SaaS revenue during the nine months ended June 30, 2025 compared to the same period in 2024.

Selling and Marketing Expenses

Selling and marketing expenses include payroll, employee benefits, stock-based compensation, and other headcount-related costs associated with sales, marketing, and product management personnel. Selling and marketing expenses also include non-billable costs of professional services personnel, advertising expenses, product promotion costs, trade shows, and other brand awareness programs. Selling and marketing expenses increased $0.1 million, or 0%, to $31.4 million in the nine months ended June 30, 2025 compared to $31.2 million in the nine months ended June 30, 2024. The increase in selling and marketing expense is primarily due to higher personnel-related costs, partially offset by lower other costs in the nine months ended June 30, 2025 compared to the same period in 2024.

Research and Development Expenses

Research and development expenses include payroll, employee benefits, stock-based compensation, third party contractor expenses, and other headcount-related costs associated with software engineering and mobile capture science. Research and development expenses decreased $1.5 million, or 5%, to $27.0 million in the nine months ended June 30, 2025 compared to $28.6 million in the nine months ended June 30, 2024. The decrease in research and development expenses is primarily due to lower personnel-related and other costs, partially offset by higher third-party contractor expenses, in the nine months ended June 30, 2025 compared to the same period in 2024.

General and Administrative Expenses

General and administrative expenses include payroll, employee benefits, stock-based compensation, and other headcount-related costs associated with finance, legal, administration, and information technology functions, as well as third party legal, accounting, and other administrative costs. General and administrative expenses decreased $9.8 million, or 23%, to $33.3 million in the nine months ended June 30, 2025 compared to $43.1 million in the nine months ended June 30, 2024. The decrease was primarily due to lower audit, accounting and tax fees, lower third-party and professional fees, lower executive transition costs, lower legal and other costs, partially offset by higher personnel-related costs as we continue to replace full-time consultants with full-time employee during the nine months ended June 30, 2025 compared to the same period in 2024.

Amortization and acquisition-related costs

Amortization and acquisition-related costs include amortization of intangible assets, adjustments recorded due to changes in the fair value of contingent consideration, and other costs associated with acquisitions. Amortization and acquisition-related costs decreased $0.8 million, or 7%, to $10.8 million in the nine months ended June 30, 2025 compared to $11.6 million in the nine months ended June 30, 2024. The decrease in amortization and acquisition-related costs is primarily due to a decrease in amortization expense of intangible assets from previous acquisitions that had been fully amortized during the nine months ended June 30, 2025 compared to the same period in 2024.

Restructuring Costs

Restructuring costs consist of employee severance obligations and other related costs. Restructuring costs were $0.8 million in the nine months ended June 30, 2025 related to a restructuring that occurred in the first quarter of fiscal 2025. Restructuring costs were $1.6 million in the nine months ended June 30, 2024 and related to expenses incurred to relocate employees.

Interest Expense

Interest expense includes the amortization of debt discount and issuance costs and coupon interest accrued on the 2026 Notes and Amended Credit Agreement (as defined below). Interest expense was $7.3 million for nine months ended June 30, 2025 and consisted of $6.4 million of amortization of debt discount and issuance costs and $0.9 million of interest incurred. Interest expense was $6.9 million for nine months ended June 30, 2024 and consisted of $6.0 million of amortization of debt discount and issuance costs and $0.9 million of interest incurred. As we amortize the debt discount and issuance costs using the effective interest method, amortization expense increases over the term of the agreement.

Other Income (Expense), Net

Other income (expense), net includes interest income net of amortization and net realized gains or losses on our marketable securities portfolio and foreign currency transactional gains or losses. Other income (expense), net decreased $0.8 million, or 19%, to $3.5 million income in the nine months ended June 30, 2025 compared to $4.3 million income in the nine months ended June 30, 2024. The decrease was primarily due to a decrease in interest income net of amortization and a loss on extinguishment related to our Amended Credit Agreement in the nine months ended June 30, 2025 as compared to the same period in 2024.

Income Tax Benefit (Provision)

For the nine months ended June 30, 2025, we recorded an income tax provision of $1.4 million which yielded an effective tax rate of 16%. For the nine months ended June 30, 2024, we recorded an income tax benefit of $2.8 million which yielded an effective tax rate of 35%. The difference between the U.S. federal statutory tax rate and our effective tax rate for the nine months ended June 30, 2025 was primarily due to a mix of worldwide income, the impact of non-deductible executive compensation, release of valuation allowances relating to one of the Company's operations in a foreign jurisdiction, as well as the impact of stock-based compensation, and federal, state and foreign research and development credits on the tax provision. The difference between the U.S. federal statutory tax rate and our effective tax rate for the nine months ended June 30, 2024 was primarily due to a mix of worldwide income, the impact of non-deductible executive compensation as well as the impact of stock-based compensation, and federal, state and foreign research and development credits on its tax provision.

Liquidity and Capital Resources

Cash generated from operations and proceeds from the issuance of the 2026 Notes (as defined below) have historically been our primary sources of liquidity to fund operations and investments to grow our business. Our additional sources of liquidity include available cash balances and the Amended Credit Agreement (as defined below). On ~~June~~December 3031, 2025, we had $~~175~~191.48 million in cash and cash equivalents and investments compared to $~~141~~196.85 million on September 30, ~~2024~~2025, ana ~~increase~~decrease of $334.67 million, or 242%. In summary, our cash flows from continuing operations were as follows (amounts in thousands):

	Nine Months Ended June 30,
	Three Months Ended December 31,
	2025		2024
Cash provided by operating activities	$	35,879	$	10,586
Cash provided by (used in) operating activities	$	8,018	$	565
Cash provided by (used in) investing activities	~~(188)~~24,416		~~27,832~~840
Cash used in financing activities	(3,095)		(12,871)
Cash provided by (used in) financing activities	(11,511)		(3,129)

Cash Flows from Operating Activities

Cash flows related to operating activities are dependent on net income, adjustments to net income and changes in working capital. Net cash provided by operating activities during the ~~nine~~three months ended ~~June~~December 3031, 2025 was $358.90 million and resulted primarily from net non-cash charges of $259.13 million, and net income of $62.98 million, ~~and~~partially offset by unfavorable changes in operating assets and liabilities of $34.80 million. Net cash provided by operating activities during the ~~nine~~three months ended ~~June~~December 3031, 2024 was $100.6 million and resulted primarily from net non-cash charges of $10.5 million, partially offset by a net loss of $54.36 million and by unfavorable changes in operating assets and liabilities of $125.4 million~~, partially offset by non-cash charges of $28~~.3 ~~million.~~ The increase in cash inflows from operating activities of $257.35 million during the ~~nine~~three months ended ~~June~~December 3031, 2025 compared to ~~nine~~three months ended ~~June~~December 3031, 2024 was primarily due to ~~net~~the ~~income, a related~~ increase in ~~income~~net ~~taxes payable and the timing of~~ income ~~tax payments in the nine months ended June 30, 2025~~.

Cash Flows from Investing Activities

Net cash ~~used~~provided inby investing activities was $024.24 million during the ~~nine~~three months ended ~~June~~December 3031, 2025, which consisted primarily of net maturities of investments of $025.78 million, partially offset by capital expenditures of $01.54 million. Net cash provided by investing activities was $270.8 million during the ~~nine~~three months ended ~~June~~December 3031, 2024, which consisted primarily of net sales and maturities of investments of $291.02 million, partially offset by capital expenditures of $10.23 million. The ~~decrease~~increase in cash inflows from investing activities of $2823.06 million during the ~~nine~~three months ended ~~June~~December 3031, 2025 compared to ~~nine~~three months ended ~~June~~December 3031, 2024 was primarily due to aan ~~decrease~~increase in net maturities of investments in anticipation of the payment of our 2026 Notes in the second fiscal quarter of 2026.

Cash Flows from Financing Activities

Net cash used in financing activities was $311.15 million during the ~~nine~~three months ended ~~June~~December 3031, 2025, primarily due to repurchases and retirements of Common Stock of $310.30 million, and payment of ~~debt~~tax ~~issuance~~withholding ~~costs~~obligations ofrelated ~~$0.2~~to ~~million,~~net ~~and~~share ~~principal~~settlements ~~payments~~of onequity ~~other~~awards ~~borrowings~~ of $02.10 million, partially offset by ~~$0.5 million of net~~ proceeds ~~from~~on ~~the~~other ~~issuance~~borrowings of ~~Common~~$0.4 ~~Stock under our equity plans~~million. Net cash used in financing activities was $123.91 million during the ~~nine~~three months ended ~~June~~December 3031, 2024, primarily due to repurchases and retirements of Common Stock of $103.~~0 million, the payment of $4.6 million of acquisition-related contingent consideration, and payment of debt issuance costs of $0.~~3 million, partially offset by $1.0.2 million of net proceeds from the issuance of equity plan Common Stock ~~and $1~~.2 ~~million of proceeds from other borrowings.~~ The ~~decrease~~increase in cash outflows from financing activities during the ~~nine~~three months ended ~~June~~December 3031, 2025 was primarily due to higher repurchases and retirements of Common Stock and the payment of ~~acquisition-related~~tax ~~consideration,~~withholding ~~partially~~obligations ~~offset~~related byto ~~proceeds~~net ~~from~~share ~~other~~settlements ~~borrowings~~of equity awards in the ~~nine~~three months ended ~~June~~December 3031, ~~2024~~2025.

0.75% Convertible Senior Notes due 2026

In February 2021, the Company issued $155.3 million aggregate principal amount of the 2026 Notes (including the Additional Notes, as defined below). The 2026 Notes ~~are senior unsecured obligations of the Company. The 2026 Notes~~ were issued pursuant to an Indenture, dated February 5, 2021 (the “Indenture”), between the Company and UMB Bank, National Association, as trustee. The Indenture ~~includes~~included customary covenants and sets forth certain events of default after which the 2026 Notes ~~may~~could be declared immediately due and payable and sets forth certain types of bankruptcy or insolvency events of default involving the Company after which the 2026 Notes become automatically due and payable. The Company granted the initial purchasers of the 2026 Notes (collectively, the “Initial Purchasers”) a 13-day option to purchase up to an additional $20.25 million aggregate principal amount of the 2026 Notes (the “Additional Notes”), which was exercised in full. The 2026 Notes were purchased in a transaction that was completed on February 5, 2021. As of June 30, 2025, the Company was in compliance with the covenants in the Indenture.

The net proceeds from this offering were approximately $149.7 million, after deducting the Initial Purchasers’ discounts and commissions and the Company’s estimated offering expenses related to the offering. The 2026 Notes will mature on February 1, 2026, 22

26insolvency events of default involving the Company after which the 2026 Notes became automatically due and payable. The Company granted the initial purchasers of the 2026 Notes (collectively, the “Initial Purchasers”) a 13-day option to purchase up to an additional $20.3 million aggregate principal amount of the 2026 Notes (the “Additional Notes”), which was exercised in full. As of December 31, 2025, the Company was in compliance with the covenants in the Indenture.

~~unless~~ ~~earlier~~After ~~redeemed, repurchased or converted. The 2026 Notes bear interest from February 5, 2021 at a rate of 0.750% per year payable semiannually in arrears on February 1 and~~ August 1 ~~of each year~~, ~~beginning on August 1~~2025, ~~2021.~~the ~~The~~ 2026 Notes ~~will~~were be convertible at the option of the holders at any time prior to the close of business on the business day immediately preceding August 1, 2025, only under the following circumstances: (1) during any calendar quarter commencing after the calendar quarter ending on June 30, 2021, if the last reported sale price per share of the Company’s Common Stock exceeds 130% of the conversion price for each of at least 20 trading days during the 30 consecutive trading days ending on, and including, the last trading day of the immediately preceding calendar quarter; (2) during five consecutive business days immediately after any five consecutive trading day period (such five consecutive trading day period, the “measurement period”) in which the trading price per $1,000 principal amount of notes for each trading day of the measurement period was less than 98% of the product of the last reported sale price per share of the Common Stock on such trading day and the conversion rate on such trading day; and (3) upon the occurrence of certain corporate events or distributions on the Common Stock. On or after August 1, 2025, until the close of business on the second scheduled trading day immediately preceding the maturity date,. ~~holders~~The ~~may~~net ~~convert~~proceeds ~~all~~from orthis ~~any~~offering ~~portion~~were ofapproximately ~~the 2026 Notes, in multiples of~~ $1149.7 million,~~000~~ ~~principal~~after ~~amount,~~deducting at the ~~option~~Initial ofPurchasers’ ~~the~~discounts ~~holder regardless of the foregoing circumstances. Upon conversion, the Company may satisfy its conversion obligation by paying~~ and~~/or~~ ~~delivering,~~commissions ~~as the case may be, cash~~ and, ~~if applicable at~~ the Company’s ~~election,~~estimated ~~shares~~offering ofexpenses ~~Common~~related ~~Stock, based on the applicable conversion rate(s); provided that the Company will be required~~ to ~~settle conversions solely in cash unless and until~~ the Company (i) receives stockholder approval to increase the number of authorized shares of the Common Stock and (ii) reserves such amount of shares of the Common Stock for future issuance as required pursuant to the indenture that will govern the 2026 Notesoffering. The ~~conversion~~Company ~~rate~~used ~~for~~a ~~the~~portion ~~2026 Notes will initially be 47.9731 shares~~ of the ~~Common~~net ~~Stock~~proceeds ~~per~~from ~~$1,000~~the ~~principal~~offering ~~amount of 2026 Notes, which is equivalent~~ to anpay ~~initial conversion price of approximately $20.85 per share of~~ the ~~Common~~cost ~~Stock. The initial conversion price~~ of the ~~2026~~ Notes ~~represents~~Hedge a(as ~~premium~~defined ~~of approximately 37.5% to the $15.16 per share last reported sale price of the Common Stock on February 2~~below), ~~2021.~~after ~~The~~such ~~conversion~~cost ~~rate~~was ispartially ~~subject~~offset toby ~~adjustment under certain circumstances in accordance with~~ the ~~terms~~proceeds offrom the ~~Indenture.~~Warrant ~~The~~Transactions ~~impact~~(as ofdefined ~~the convertible feature will be dilutive to our earnings per share when our average stock price for the period is greater than the conversion price~~below).

In ~~connection~~accounting ~~with~~for the issuance of the 2026 Notes, wethe ~~entered~~conversion ~~into~~option ~~transactions~~of ~~for~~the ~~convertible~~2026 ~~notes~~Notes ~~hedge~~was ~~(the~~deemed ~~“Notes~~an ~~Hedge”)~~embedded ~~and~~derivative ~~warrants~~requiring (bifurcation from the 2026 Notes (“~~Warrant~~host ~~Transactions~~contract”). ~~The~~and ~~Notes~~separate ~~Hedge~~accounting ~~was~~as ~~entered~~an ~~into~~embedded ~~with~~derivative ~~Bank of America~~liability, ~~N.A.,~~that ~~Jefferies~~was ~~International~~subsequently ~~Limited~~reclassified ~~and~~to ~~Goldman~~additional ~~Sachs~~paid-in &capital ~~Co.~~when ~~LLC,~~the ~~and~~stockholders ~~provided~~of the Company ~~with~~approved ~~the~~an ~~option~~increase to ~~acquire,~~the onnumber aof ~~net~~authorized ~~settlement basis, approximately 7.4 million~~ shares of Common Stock, atto aan ~~strike~~amount ~~price~~sufficient to settle the conversion of ~~$20.85,~~the ~~which~~2026 isNotes. ~~equal~~The toproceeds from the ~~number~~2026 ofNotes ~~shares~~were offirst ~~Common~~allocated ~~Stock~~to ~~that~~the ~~notionally~~embedded ~~underlie~~derivative liability and ~~corresponds~~the toremaining ~~the~~proceeds ~~conversion~~were ~~price~~then ofallocated to the ~~2026~~host ~~Notes~~contract. ~~The~~On ~~cost~~February 5, 2021, the fair value of the ~~Notes~~embedded ~~Hedge~~derivative liability representing the conversion option was $33.2 million. ~~The~~and ~~Notes~~the ~~Hedge~~remaining ~~will~~$116.5 million ~~expire~~was onallocated ~~February 1, 2026, equal~~ to the ~~maturity~~host ~~date of the 2026 Notes~~contract. The ~~Notes~~difference ~~Hedge~~between isthe ~~expected~~principal toamount ~~reduce~~of the ~~potential~~2026 ~~equity~~Notes ~~dilution~~and ~~upon~~the ~~conversion~~fair value of the ~~2026~~host ~~Notes~~contract if (the ~~daily~~“debt ~~volume-weighted~~discount”) ~~average~~is ~~price~~amortized ~~per~~to ~~share~~interest ofexpense ~~our~~using ~~Common~~the ~~Stock~~effective ~~exceeds~~interest ~~the~~method ~~strike~~over ~~price~~the term of the ~~Notes~~2026 ~~Hedge~~Notes.

~~In addition, the Warrant Transactions provided us with the ability to acquire up to 7.4 million shares of our Common Stock.~~ The ~~Warrant~~Company ~~Transactions~~repaid ~~will expire ratably during~~ the ~~80 trading days commencing on and including May 1,~~ 2026 ~~and~~Notes ~~may be settled~~ in ~~net~~full ~~shares of Common Stock or net cash at the Company’s election. We received $23.9 million~~ in ~~cash proceeds from~~ the ~~Warrant~~second ~~Transactions.~~quarter ~~As a result~~ of ~~the Warrant Transactions, the Company is required to recognize incremental dilution of earnings per share to the extent the average share price is over $26.53 for any~~ fiscal ~~quarter~~2026.

AsIn ofconnection ~~August 7,~~with ~~2025,~~the issuance of the 2026 Notes, ~~were~~the ~~not~~Company entered into transactions for convertible notes hedge (the “Notes Hedge”) with Bank of America, ~~therefore~~N.A., weJefferies ~~had~~International ~~not~~Limited ~~purchased~~and ~~any~~Goldman ~~shares~~Sachs ~~under~~& Co. LLC (the “Option Counterparties”). The Notes Hedge ~~and~~provided the ~~Warrant~~Company ~~Transactions~~with ~~had~~the ~~not~~option ~~been~~to ~~exercised~~acquire, ~~and~~on ~~remain~~a ~~outstanding~~net settlement basis, approximately 7.4 million ~~See~~shares ~~Note~~of 8Common Stock at a strike price of $20.85, ~~“Debt”~~which is equal to the number of shares of Common Stock that notionally underlie and correspond to the ~~notes~~conversion price of the 2026 Notes. The Company also entered into Warrant Transactions with the Option Counterparties relating to ~~condensed~~the ~~consolidated~~same ~~financial~~number ~~statements~~of ~~included~~shares inof ~~Part~~the ICommon Stock, ~~Item~~subject 1to customary anti-dilution adjustments. The strike price of ~~this~~the ~~Form~~Warrant ~~10-Q~~Transactions ~~for~~is ~~more~~$26.53 ~~information~~per ~~relating~~share, which represents a 75.0% premium to the ~~Notes~~last ~~Hedge~~reported sale price of the Common Stock on the Nasdaq Capital Market on February 2, 2021, and is subject to certain adjustments under the terms of the Warrant Transactions.

~~Revolving~~As ~~Credit~~of ~~Line~~December 31, 2025, the Notes Hedge of $33.2 million is included in additional paid-in capital in the condensed consolidated balance sheet and will not be remeasured provided the requirements to qualify for the scope exception in ASC 815-10-15-74(a) continue to be met and the Company had not purchased any shares under the Notes Hedge. The Notes Hedge expired on February 1, 2026, without the Company exercising any option to acquire Common Stock.

OnAs ~~February~~a ~~13,~~result ~~2024~~of the Warrant Transactions, the Company, ~~together~~is ~~with~~required ~~its~~to ~~subsidiaries~~recognize ~~A2iA~~incremental ~~Corp~~dilution of earnings per share to the extent the average share price is over $26.53 ~~and~~for IDany ~~R&D,~~fiscal ~~Inc~~quarter. During the three months ended December 31, ~~entered~~2025, ~~into~~there awas ~~Loan~~no ~~and~~dilution ~~Security~~of ~~Agreement~~earnings ~~(the~~per ~~“Credit~~share. ~~Agreement”)~~The ~~with~~Warrant ~~Silicon~~Transactions ~~Valley~~expire ~~Bank,~~over a ~~division~~period of ~~First-Citizens~~80 ~~Bank~~trading &days ~~Trust~~commencing ~~Company~~on ~~(the~~May ~~“Bank”)~~1, ~~that~~2026 ~~provided~~and ~~for~~may abe ~~revolving~~settled ~~line~~in net shares of ~~credit~~Common ~~whereby~~Stock ~~the~~or ~~Company~~net ~~could~~cash ~~borrow~~at upthe toCompany’s ~~$35~~election.~~0 million~~ ~~(the~~Upon ~~“Revolving~~initial ~~Line”)~~sale, ~~with~~the anWarrant ~~additional~~Transactions ~~$15.0 million~~were torecorded beas ~~advanced~~an ~~under~~increase ~~the~~in ~~Revolving~~additional ~~Line~~paid-in atcapital ~~the~~within ~~sole~~stockholders’ ~~discretion~~equity of ~~the Bank~~$23.9 million. ~~The~~As ~~Revolving~~of ~~Line~~December ~~was~~31, ~~secured~~2025, onthe aWarrant ~~first~~Transactions ~~priority~~had ~~basis~~not bybeen ~~the~~exercised ~~Company’s~~and ~~assets~~remained outstanding.

Amended Credit Agreement - Revolving Credit Line and Term Loan

a revolving line of credit (the “Revolving Line”) whereby the Company may borrow up to $25.0 million. The Term Loan and Revolving Line are secured on a first priority basis by the Company’s assets.

ratio at the time of borrowing. Borrower must also pay the Bank (i) a commitment fee of $125,000 and (ii) an “Unused Revolving Line Facility Fee” of 0.25% per annum of the average unused portion of the Revolving Line.

The Amended Credit Agreement contains representations, warranties, and negative and affirmative covenants customary for transactions of this type. These include covenants limiting the ability of Borrower and any of their subsidiaries, subject to certain exceptions and baskets, to, among other things, (i) incur indebtedness, (ii) incur liens on their assets, (iii) enter into any merger or consolidation with, or acquire all or substantially all of the equity or property of, another person, (iv) dispose of any of their business or property, (v) make or permit any payment on subordinated debt, or (vi) pay any dividend, make any other distribution, or redeem any equity.

Other Borrowings

Share Repurchase Program

During the period beginning ~~July~~January 1, ~~2025~~2026 through ~~August~~February 64, ~~2025~~2026, the Company made purchases of $17.52 million, or ~~163~~705,~~794~~638 shares at an average price of $910.0626 per share. On February 5, 2026, the Board of Directors of the Company approved a new share repurchase program, authorizing the Company to repurchase up to $50.0 million of its Common Stock. The new share repurchase program will become effective at the completion of the Company’s 2024 share repurchase program and will remain effective for a period of up to two years.

Other Liquidity Matters

At ~~June~~December 3031, 2025, we had investments of $4816.37 million, designated as available-for-sale debt securities, which consisted of commercial paper, corporate issuances, and ~~asset-backed~~government securities, carried at fair value as determined by quoted market prices for identical or similar assets, with unrealized gains and losses, net of tax, and reported as a separate component of stockholders’ equity. All securities for which maturity or sale is expected within one year are classified as “current” on the condensed consolidated balance sheets. All other securities are classified as “long-term” on the condensed consolidated balance sheets. At December 31, 2025, we had $15.0 million of our available-for-sale securities classified as current and $1.7 million of our available-for-sale securities classified as long-term. At September 30, 2025, we had $38.9 million of our available-for-sale securities classified as current and $3.5 million of our available-for-sale securities classified as long-term.

2824

~~All~~We ~~securities~~had ~~for~~working ~~which~~capital ~~maturity~~of or$36.0 ~~sale~~million isat ~~expected~~December ~~within~~31, ~~one~~2025 ~~year~~compared ~~are~~to ~~classified~~$39.5 asmillion ~~“current”~~at onSeptember 30, 2025. Our material cash requirements include repayment of the ~~condensed~~2026 ~~consolidated~~Notes ~~balance~~as ~~sheets.~~well ~~All~~as ~~other~~those ~~securities~~related ~~are~~to ~~classified~~leases as described in Note 10. “~~long-term~~Leases” onof the notes to the condensed consolidated ~~balance~~financial ~~sheets.~~statements Atincluded ~~June~~in ~~30,~~Part ~~2025~~I, weItem ~~had~~1 ~~$39~~of this Form 10-Q.9 ~~million~~Based ofon our ~~available-for-sale~~current ~~securities~~operating ~~classified~~plan aswe believe the current cash and ~~$8.3~~cash ~~million~~equivalents, ofcash ~~our~~received ~~available-for-sale~~from ~~securities~~proceeds ~~classified~~under asthe ~~long-term.~~Amended AtCredit ~~September 30~~Agreement, ~~2024,~~and wecash ~~had~~expected ~~$36.9~~to ~~million~~be ofgenerated from operations will be adequate to satisfy our ~~available-for-sale~~material ~~securities~~cash ~~classified~~requirements as ~~current~~well ~~and~~as ~~$11.4~~our ~~million~~working ofcapital ~~our~~needs ~~available-~~for~~-sale~~ ~~securities~~at ~~classified~~least asthe ~~long-term~~next twelve months from the date the financial statements are filed for the foreseeable future.

We had working capital of $27.1 million at June 30, 2025 compared to $142.9 million at September 30, 2024. The decrease in working capital is the result of reclassifying the 2026 Notes of $150.0 million to current liabilities at June 30, 2025 as the 2026 Notes mature on Feb 1, 2026. Our material cash requirements include repayment of the 2026 Notes as well as those related to leases as described in Note 10. “Leases” of the notes to the condensed consolidated financial statements included in Part I, Item 1 of this Form 10-Q. Based on our current operating plan we believe the current cash and cash equivalents, cash received from proceeds under the Amended Credit Agreement, and cash expected to be generated from operations will be adequate to satisfy our working capital needs for at least the next twelve months from the date the financial statements are filed for the foreseeable future.

Changes in Critical Accounting Estimates

Our discussion and analysis of our financial condition and results of operations are based on our condensed consolidated financial statements and accompanying notes, which have been prepared in accordance with accounting principles generally accepted in the U.S. The preparation of the condensed consolidated financial statements requires us to make estimates and judgments that affect the reported amounts of assets, liabilities, revenues and expenses and the related disclosure of contingent assets and liabilities. We review our estimates on an on-going basis, including those related to revenue recognition, stock-based compensation, income taxes and the valuation of goodwill, intangibles and other long-lived assets. We base our estimates on historical experience and on various other assumptions that we believe to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities. Actual results may differ from these estimates under different assumptions or conditions. The critical accounting policies and estimates used in the preparation of our condensed consolidated financial statements are described in Item 7—“Management’s Discussion and Analysis of Financial Condition and Results of Operations,” in our ~~2024~~2025 Annual Report.

There have been no material changes to our critical accounting estimates from those disclosed in our ~~2024~~2025 Annual Report.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.

For a complete discussion of the Company’s quantitative and qualitative disclosures about market risks, see the section titled Quantitative and Qualitative Disclosures About Market Risks in our ~~2024~~2025 Annual Report. Except as described below, there has been no material change in this information as of ~~June~~December 3031, 2025.

Interest Rates

The primary objective of our investment activities is to preserve principal while at the same time maximizing after-tax yields without significantly increasing risk. To achieve this objective, we maintain our investment portfolio of cash equivalents and marketable securities in a variety of securities, including ~~corporate~~government ~~debt~~ securities, ~~commercial~~corporate ~~paper,~~debt ~~certificates of deposit~~securities, and ~~asset-backed~~commercial ~~securities~~paper. We have not used derivative financial instruments in our investment portfolio, and none of our investments are held for trading or speculative purposes. Short-term and long-term debt securities are generally classified as available-for-sale and consequently are recorded on the condensed consolidated balance sheets at fair value with unrealized gains or losses reported as a separate component of accumulated other comprehensive income, net of estimated tax. As of ~~June~~December 3031, 2025, our marketable securities had remaining maturities between approximately one and 1912 months and a fair market value of $4816.37 million, representing 114% of our total assets.

The fair value of our cash equivalents and debt securities is subject to change as a result of changes in market interest rates and investment risk related to the issuers’ credit worthiness. We do not utilize financial contracts to manage our investment portfolio’s exposure to changes in market interest rates. A hypothetical 100 basis point increase or decrease in market interest rates would not have a material impact on the fair value of our cash equivalents and debt securities due to the relatively short maturities of these investments. While changes in market interest rates may affect the fair value of our investment portfolio, any gains or losses will not be recognized in our results of operations unless the investment is sold prior to maturity or if the reduction in fair value was determined to be an other-than-temporary impairment.

Foreign Currency Risk

We have operations in the United Kingdom, France, the Netherlands, and Spain that are exposed to fluctuations in the foreign currency exchange rate between the U.S. dollar, the Euro, and the British pound sterling. The functional currency of our French, Dutch, and Spanish operations is the Euro and the functional currency of our United Kingdom operations is the British pound sterling. Our results of operations and cash flows are subject to fluctuations due to changes in foreign currency exchange rates. Translation adjustments resulting from translating the functional currency financial statements into U.S. dollar equivalents are reported separately in the condensed consolidated statements of operations and comprehensive income (loss).

adjustments resulting from translating the functional currency financial statements into U.S. dollar equivalents are reported separately in the condensed consolidated statements of operations and comprehensive income (loss).

Inflation

We do not believe that inflation had a material effect on our business, financial condition or results of operations during either of the ~~nine~~three months ended ~~June~~December 3031, 2025 or 2024. If our costs were to become subject to significant inflationary pressures, we ~~may not be able to fully offset such higher costs through price increases. Our inability or failure to do so could harm our business, financial condition and results of operations.~~

may not be able to fully offset such higher costs through price increases. Our inability or failure to do so could harm our business, financial condition and results of operations.

ITEM 4. CONTROLS AND PROCEDURES

Disclosure Controls and Procedures

WeUnder ~~maintain~~the ~~disclosure~~supervision ~~controls~~ and ~~procedures,~~with ~~as such term is defined in Rules 13a-15(e) and 15d-15(e) of~~ the ~~Exchange~~participation ~~Act~~ of ~~1934,~~our ~~as amended (the “Exchange Act”)~~management, ~~that~~including ~~are~~our ~~designed~~principal toexecutive ~~provide~~officer ~~reasonable~~and ~~assurance~~principal ~~that~~financial ~~information~~officer, ~~required~~we toconducted bean ~~disclosed~~evaluation byof ~~us in~~ the ~~reports~~effectiveness ~~that~~of ~~we file or submit under~~ the ~~Exchange~~design ~~Act is recorded, processed, summarized~~ and ~~reported~~operation ~~within~~of ~~the~~our ~~time~~disclosure ~~periods~~controls ~~specified in the SEC rules~~ and ~~forms~~procedures, ~~and~~as ~~that~~defined ~~such~~in ~~information~~Rules is13a-15(e) ~~accumulated~~ and ~~communicated~~15d-15(e) tounder ~~our~~the ~~management,~~Securities ~~including~~Exchange ~~our~~Act ~~principal~~of ~~executive~~1934, ~~officer~~as ~~and~~amended ~~principal~~(the ~~financial~~“Exchange ~~officer~~Act”), as ~~appropriate,~~of tothe ~~allow~~end ~~timely~~of ~~decisions~~the ~~regarding~~period ~~required~~covered ~~financial~~by ~~disclosures~~this report.

~~Under~~In ~~the~~designing ~~supervision~~ and ~~with~~evaluating ~~the participation of~~ our ~~management, including our principal executive officer and principal financial officer, we conducted an evaluation of our~~ disclosure controls and procedures ~~as of the end of the period covered by this Form 10-Q pursuant to Exchange Act Rules 13a-15(b) and 15d-15(b). In making this assessment~~, management ~~used~~recognizes ~~the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission in Internal Control – Integrated Framework (2013). We recognize~~ that any disclosure controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving ~~their~~the ~~objectives~~desired ~~and~~control ~~management~~objectives. ~~necessarily~~In ~~applies~~addition, ~~its judgment in evaluating~~ the ~~cost-benefit~~design ~~relationship~~ of ~~possible~~disclosure controls and procedures. ~~Our~~must ~~principal~~reflect ~~executive~~the ~~officer~~fact ~~and principal financial officer concluded~~ that ~~our~~there ~~disclosure~~are ~~controls~~resource constraints and ~~procedures~~that ~~were~~management ~~not~~is ~~effective~~required asto ~~June~~apply ~~30,~~its ~~2025~~judgment ~~due~~in toevaluating the ~~previously~~benefits ~~reported~~of ~~material~~possible ~~weaknesses~~controls atand ~~September~~procedures ~~30,~~relative ~~2024, that continued~~ to ~~exist~~their costs.

~~Notwithstanding~~Based ~~the~~on ~~identified~~management’s ~~material~~evaluation, ~~weaknesses~~our principal executive officer and principal financial officer concluded that, ~~management~~as ~~believes~~of the ~~condensed~~end ~~consolidated~~of ~~financial~~the ~~statements~~period ~~included~~covered inby this ~~Form~~report, ~~10-Q~~our ~~present~~disclosure ~~fairly~~controls and procedures are designed to, inand ~~all~~are ~~material~~effective ~~respects~~to, ~~the~~provide ~~Company’s~~assurance ~~financial~~at ~~position~~a reasonable level, ~~results~~that ofthe ~~operations~~information ~~and~~we ~~cash~~are ~~flows~~required asto ofdisclose ~~and~~in ~~for~~reports that we file or submit under the ~~periods~~Exchange ~~presented~~Act is recorded, inprocessed, ~~accordance~~summarized ~~with~~and ~~generally~~reported ~~accepted~~within ~~accounting~~the ~~principles~~time inperiods ~~the~~specified ~~United~~in ~~States~~Securities ofand ~~America~~Exchange Commission (“~~U.S. GAAP~~SEC”). rules and forms, and that such information is accumulated and communicated to our management, including our chief executive officer and chief financial officer, as appropriate, to allow timely decisions regarding required disclosures.

Remediation of Previously Reported Material Weaknesses in Internal Control Over Financial Reporting

As previously reported in our 2024 Annual Report, the Company identified material weaknesses which continued to exist as of June 30, 2025 related to the following:

•Management did not maintain effective controls related to the financial statement close process to ensure the completeness and accuracy of certain amounts and disclosures, specifically related to balance sheet account reconciliations and the Company’s review and preparation of the consolidation and financial statements.

•Management did not design and maintain effective controls to ensure proper revenue recognition, including the accounting review of customer contracts.

•Management did not perform sufficient risk assessment procedures in order to design and implement effective controls, including consideration of improper segregation of duties, for substantially all of the Company's financial statement areas.

•Management did not design or maintain controls to verify the completeness and accuracy of information used by control owners in the operation of controls across substantially all of the Company’s financial statement areas.

•Management did not maintain sufficient evidence of the operation of certain management review controls and activity level controls across substantially all of the Company's financial statement areas.

Remediation Plan, and ongoing Remediation Efforts for Existing Material Weaknesses in Internal Control over Financial Reporting

With respect to the material weaknesses mentioned above, we have designed and continue to implement a plan to address these material weaknesses in internal control over financial reporting. We have devoted and intend to continue to devote significant time and resources to enhance the design and implementation of our existing controls and procedures and to create new complementary and compensating controls as needed.

The material weaknesses remediated as of September 30, 2024 are, in some respects, prerequisites to the steps required to fully remediate the remaining material weaknesses. Ensuring we have a robust and comprehensive risk assessment process, as well as ensuring effective information technology general controls are critical to ensuring we can fully remediate the remaining material weaknesses.

We have enhanced the execution of financial statement close controls as follows:

•Implemented standard templates and processes to ensure consistency across all legal entities;

•Deployed a close management tool in fiscal year 2025 to ensure completeness and accuracy of all reconciliations and procedures; and

•Conducted training sessions with control owners to emphasize the necessary steps to achieve compliance with the Sarbanes-Oxley Act of 2002 and to reinforce a strong tone at the top and control owner accountability.

With respect to segregation of duties controls, completeness and accuracy of information controls and management review controls, we have further enhanced the execution of these controls as follows:

•Designed, implemented and tested new user roles to mitigate systemic system issues; and

•Documented completeness and accuracy of all inputs, and information produced by the entity.

•Performed risk assessment procedures, including identifying in-scope systems and processes and relevant segregation of duties risks, to ensure controls are designed and implemented to address our financial statement risk areas.

With respect to revenue recognition controls, we are further enhancing revenue recognition controls as follows:

•Created cross functional working groups to help ensure all key contract terms are identified and accurately input into our information systems;

•Identifying and implementing systems for order-to-cash management and billing to eliminate reliance on manual processes and spreadsheets; and

•Designed and implemented a new monthly process to verify completeness of revenue recognized each quarter.

The Company is committed to remediating the material weaknesses and continues to make progress, each quarter, to that effort. The actions the Company has taken are subject to ongoing senior management review, as well as oversight from the Company’s Audit Committee. When fully implemented and operational, the Company believes the measures described above will remediate the underlying causes of the control deficiencies that gave rise to the material weaknesses and strengthen the Company’s internal control over financial reporting. These remediation efforts are in process as of the fiscal quarter ended June 30, 2025. The Company will not be able to fully remediate these material weaknesses until these steps have been completed and have been operating effectively for a sufficient period of time. The Company may also identify additional measures that may be required to remediate the material weaknesses in the Company’s internal control over financial reporting, necessitating further action.

Changes in Internal Control over Financial Reporting

~~The~~Under ~~Company~~the ~~has~~supervision ~~implemented~~and ~~processes~~with the participation of our management, including our principal executive officer and ~~procedures~~principal tofinancial ~~remediate~~officer, we conducted an evaluation of any changes in our internal control over financial reporting (as such term is defined in Rules 13a-15(f) and 15d-15(f) under the ~~material~~Exchange ~~weaknesses~~Act) ~~noted~~that ~~above~~occurred during our most recently completed fiscal quarter. ~~Except~~Based ason ~~described~~that ~~above~~evaluation, our principal executive officer and principal financial officer concluded that there have been no changes in the Company’s internal control over financial reporting during the quarter ended ~~June~~December 3031, 2025 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

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PART II

OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

The information in Note 9 of the notes to the condensed consolidated financial statements included Part I, Item I of this Form 10-Q is incorporated herein by reference.

ITEM 1A. RISK FACTORS

While we attempt to identify, manage, and mitigate risks and uncertainties associated with our business to the extent practical under the circumstances, some level of risk and uncertainty will always be present. Item 1A—“Risk Factors” in our ~~2024~~2025 Annual Report describes some of the risks and uncertainties associated with our business, which we strongly encourage you to review. These risks and uncertainties have the potential to materially affect our business, financial condition, results of operations, cash flows, projected results, and future prospects. There have been no material changes in our risk factors from those disclosed in our ~~2024~~2025 Annual Report.

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

There were no unregistered sales of the Company’s equity securities during the quarter ended ~~June~~December 3031, 2025, that were not previously disclosed in a Current Report on Form 8-K.

The following table is a summary of the Company’s purchases of its common stock during the quarter ended ~~June~~December 3031, 2025:

Period	Total number of shares (or units) purchased	Average price paid per share (or unit)		Total number of shares (or units) purchased as part of publicly announced plans or programs(1)	Maximum number (or approximate dollar value) of shares (or units) that may yet be purchased under the plans or programs
April 1, 2025 — April 30, 2025	—	$	—	—	$	22,752,694
October 1, 2025 — October 31, 2025	118,482	$	8.98	118,482	$	20,222,262
May 1, 2025 — May 31, 2025	—	$	—	—	$	22,752,694
November 1, 2025 — November 30, 2025	662,505	$	8.87	662,505	$	14,342,907
June 1, 2025 — June 30, 2025	—	$	—	—	$	22,752,694
December 1, 2025 — December 31, 2025	297,346	$	9.99	297,346	$	11,372,381

(1) On May 13, 2024, the Company issued a press release announcing that its Board of Directors authorized a share repurchase program for up to $50 million of its 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 (i) through open market purchases, block trades, privately negotiated transactions, one or more trading plans adopted in accordance with Rule 10b5-1 of 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.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

None.

ITEM 4. MINE SAFETY DISCLOSURES

None.

ITEM 5. OTHER INFORMATION

None.

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ITEM 6. EXHIBITS

Exhibit No.

Description

Incorporated byReference fromDocument

3.1

Restated Certificate of Incorporation of Mitek Systems, Inc., as amended.

(1)

3.2

Certificate of Amendment of Restated Certificate of Incorporation of Mitek Systems, Inc.

(2)

3.3

Third Amended and Restated Bylaws of Mitek Systems, Inc.

(3)

3.4

Certificate of Designation of Series B Junior Participating Preferred Stock.

(4)

10.1#

Executive Employment Agreement, dated April 25, 2025, by and between Mitek Systems, Inc. and Garrett Gafke.

(5)

10.2#

Inducement Performance Restricted Stock Unit Award Agreement, dated as of April 25, 2025, by and between Garrett Gafke and Mitek Systems, Inc.

(6)

10.3#

Inducement Restricted Stock Unit Award Agreement, dated as of April 25, 2025, by and between Garrett Gafke and Mitek Systems, Inc.

(7)

10.4

First Amendment to Loan and Security Agreement, dated as of May 7, 2025, by and among Mitek Systems, Inc., A2iA Corp., ID R&D, Inc., and Silicon Valley Bank, a division of First Citizens Bank & Trust Company.

(8)

31.1

Certification of Chief Executive Officer pursuant to Rule 13a-14(a) of the Securities Exchange Act of 1934.

31.2

Certification of Chief Financial Officer pursuant to Rule 13a-14(a) of the Securities Exchange Act of 1934.

32.1

Certification of Chief Executive Officer and Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

101.INS

Inline XBRL Instance Document. The instance document does not appear in the interactive data file because its XBRL tags are embedded within the inline XBRL document.

101.SCH

Inline XBRL Taxonomy Extension Schema Linkbase Document.

101.CAL

Inline XBRL Taxonomy Extension Calculation Linkbase Document.

101.DEF

Inline XBRL Taxonomy Extension Definition Linkbase Document.

101.LAB

Inline XBRL Taxonomy Extension Label Linkbase Document.

101.PRE

Inline XBRL Taxonomy Extension Presentation Linkbase Document.

104

Cover Page Interactive Data File (formatted as inline XBRL and contained in Exhibit 101).


*						Filed herewith.

#						Management contract, compensatory plan arrangement.
(1)						Incorporated by reference to Exhibit 3.1 to the Company’s Annual Report on Form 10-K for the fiscal year ended September 30, 2014, filed with the SEC on December 5, 2014.
(2)						Incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K filed with the SEC on March 8, 2022.
(3)						Incorporated by reference to Exhibit 3.3 to the Company’s Annual Report on Form 10-K filed with the SEC on March 19, 2024.
(4)						Incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K filed with the SEC on October 23, 2018.

*						Filed herewith.
#						Management contract, compensatory plan arrangement.
(1)						Incorporated by reference to Exhibit 3.1 to the Company’s Annual Report on Form 10-K for the fiscal year ended September 30, 2014, filed with the SEC on December 5, 2014.
(2)						Incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K filed with the SEC on March 8, 2022.
(3)						Incorporated by reference to Exhibit 3.3 to the Company’s Annual Report on Form 10-K filed with the SEC on March 19, 2024.
(4)						Incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K filed with the SEC on October 23, 2018.
(5)						Incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the SEC on April 28, 2025.
(6)						Incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K filed with the SEC on April 28, 2025.
(7)						Incorporated by reference to Exhibit 10.3 to the Company’s Current Report on Form 8-K filed with the SEC on April 28, 2025.
(8)						Incorporated by reference to the Company’s Current Report on Form 8-K filed with the SEC on May 8, 2025.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

August 7, 2025	MITEK SYSTEMS, INC.
February 5, 2026	MITEK SYSTEMS, INC.
	By:	/s/ Edward H. West
		Edward H. West
		Chief Executive Officer(Principal Executive Officer)
	By:	/s/ David Lyle
		David Lyle
		Chief Financial Officer(Principal Financial and Accounting Officer)
		Chief Financial Officer(Principal Financial Officer)

3529

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