[SCHEDULE 13G/A] Mitek Systems, Inc. SEC Filing

Rhea-AI Filing Summary

Legal & General Group Plc and four affiliated investment entities have filed Amendment No. 2 to Schedule 13G disclosing a passive stake in Mitek Systems, Inc. (NASDAQ: MITK) as of 31 Dec 2022.

The group collectively reports beneficial ownership of 2,752,103 common shares, equal to approximately 6.2 % of Mitek’s outstanding stock. All voting and dispositive authority is held on a shared basis across the reporting subsidiaries, with no sole voting or dispositive power. The largest blocks are held by:

• Legal & General Investment Management Ltd – 2,737,283 shares
• LGIM Managers (Europe) Ltd – 2,735,234 shares
• Legal & General UCITS ETF Plc – 2,735,234 shares

The filing is made under Rule 13d-1(b), indicating the entities are qualified institutional investors making a passive investment. Because the aggregate holding exceeds the 5 % threshold, disclosure is required; however, the group remains well below the 10 % level that would trigger a Schedule 13D.

All signatures are dated 2 Jul 2025 and executed by Mary Ann Colledge, Head of Conduct Advisory. The certification states that the foreign regulatory regimes governing the filers are substantially comparable to U.S. requirements.

Implication for investors: A respected global asset manager controlling more than 6 % of MITK may enhance the stock’s institutional ownership profile and liquidity, but the passive nature of the stake suggests no immediate strategic influence on corporate governance.

Positive

• Major institutional ownership: Legal & General’s 6.2 % stake adds a reputable, long-horizon investor to MITK’s shareholder base, potentially supporting liquidity and valuation.

Negative

• None.

Insights

Equity Portfolio Manager

TL;DR – A top-tier asset manager now discloses a 6 % passive stake; modestly supportive for sentiment, no governance impact.

The Legal & General group’s combined 2.75 million-share position moves MITK’s institutional ownership higher, signalling confidence from a long-term, fundamentally driven investor. The filing does not reveal buying pace or cost basis, so it is difficult to gauge near-term flow pressure. Because authority is shared among several L&G entities and the filing is on Schedule 13G, activism risk is minimal. Overall, the disclosure is neutral-to-slightly positive for valuation given greater blue-chip sponsorship and potential index-tracker demand via the UCITS ETF.

Corporate Governance Analyst

TL;DR – Ownership crosses 5 % but remains passive; no governance change expected.

From a governance lens, the stake does not alter board dynamics or voting power concentration—L&G holds shared voting rights and no single subsidiary exceeds 6.2 %. Consequently, there is little probability of agenda-shaping initiatives. Continued monitoring is warranted in case future amendments indicate movement toward a 13D filing or increased activism. At present, impact is limited to enhanced oversight typical of large institutional owners.

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13G

UNDER THE SECURITIES EXCHANGE ACT OF 1934

(Amendment No. 2)

MITEK SYSTEMS, INC.

(Name of Issuer)

Common Stock, $0.001 par value per share

(Title of Class of Securities)

606710200

(CUSIP Number)

12/31/2022

(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

Rule 13d-1(b)

Rule 13d-1(c)

Rule 13d-1(d)

SCHEDULE 13G

CUSIP No. 606710200

1

Names of Reporting Persons

Legal & General Group Plc

2

Check the appropriate box if a member of a Group (see instructions)

(a)
(b)

3

Sec Use Only

4

Citizenship or Place of Organization

UNITED KINGDOM

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 0.00
6	Shared Voting Power 2,737,283.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 2,752,103.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

2,752,103.00

10

Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)

11

Percent of class represented by amount in row (9)

6.16 %

12

Type of Reporting Person (See Instructions)

FI

SCHEDULE 13G

CUSIP No. 606710200

1

Names of Reporting Persons

Legal & General Investment Management Ltd

2

Check the appropriate box if a member of a Group (see instructions)

(a)
(b)

3

Sec Use Only

4

Citizenship or Place of Organization

UNITED KINGDOM

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 0.00
6	Shared Voting Power 2,737,283.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 2,737,283.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

2,737,283.00

10

Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)

11

Percent of class represented by amount in row (9)

6.1 %

12

Type of Reporting Person (See Instructions)

FI

SCHEDULE 13G

CUSIP No. 606710200

1

Names of Reporting Persons

LGIM Managers (Europe) Limited

2

Check the appropriate box if a member of a Group (see instructions)

(a)
(b)

3

Sec Use Only

4

Citizenship or Place of Organization

IRELAND

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 0.00
6	Shared Voting Power 2,735,234.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 2,735,234.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

2,735,234.00

10

Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)

11

Percent of class represented by amount in row (9)

6.1 %

12

Type of Reporting Person (See Instructions)

FI

SCHEDULE 13G

CUSIP No. 606710200

1

Names of Reporting Persons

Legal & General UCITS ETF Plc

2

Check the appropriate box if a member of a Group (see instructions)

(a)
(b)

3

Sec Use Only

4

Citizenship or Place of Organization

IRELAND

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 0.00
6	Shared Voting Power 2,735,234.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 2,735,234.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

2,735,234.00

10

Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)

11

Percent of class represented by amount in row (9)

6.1 %

12

Type of Reporting Person (See Instructions)

FI

SCHEDULE 13G

CUSIP No. 606710200

1

Names of Reporting Persons

Legal & General Investment Management America Inc

2

Check the appropriate box if a member of a Group (see instructions)

(a)
(b)

3

Sec Use Only

4

Citizenship or Place of Organization

ILLINOIS

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 0.00
6	Shared Voting Power 0.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 14,820.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

14,820.00

10

Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)

11

Percent of class represented by amount in row (9)

0 %

12

Type of Reporting Person (See Instructions)

IA, CO, OO

Comment for Type of Reporting Person: CFTC registered Commodity Trading Advisor and Commodity Pool Operator, OSC and AMF registered portfolio in Canada

SCHEDULE 13G

Item 1.
(a)	Name of issuer: MITEK SYSTEMS, INC.
(b)	Address of issuer's principal executive offices: 600 B STREET, SUITE 100, SAN DIEGO, CA, 92101
Item 2.
(a)	Name of person filing: Legal & General Group Plc
(b)	Address or principal business office or, if none, residence: ONE COLEMAN STREET, LONDON, EC2R 5AA
(c)	Citizenship: United Kingdom
(d)	Title of class of securities: Common Stock, $0.001 par value per share
(e)	CUSIP No.: 606710200
Item 3.	If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:
(a)	Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
(b)	Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
(c)	Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
(d)	Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
(e)	An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
(f)	An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
(g)	A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
(h)	A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
(i)	A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
(j)	A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J), please specify the type of institution:
(k)	Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
Item 4.	Ownership
(a)	Amount beneficially owned: 2752103
(b)	Percent of class: 6.2 %
(c)	Number of shares as to which the person has:
	(i) Sole power to vote or to direct the vote: 0
	(ii) Shared power to vote or to direct the vote: 2737283
	(iii) Sole power to dispose or to direct the disposition of: 0
	(iv) Shared power to dispose or to direct the disposition of: 2752103
Item 5.	Ownership of 5 Percent or Less of a Class.
Item 6.	Ownership of more than 5 Percent on Behalf of Another Person.
	Not Applicable
Item 7.	Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.
	Not Applicable
Item 8.	Identification and Classification of Members of the Group.
	If a group has filed this schedule pursuant to §240.13d-1(b)(1)(ii)(J), so indicate under Item 3(j) and attach an exhibit stating the identity and Item 3 classification of each member of the group. If a group has filed this schedule pursuant to §240.13d-1(c) or §240.13d-1(d), attach an exhibit stating the identity of each member of the group. 8 (a).LEGAL & GENERAL INVESTMENT MANAGEMENT LIMITED IS A DISCRETIONARY INVESTMENT MANAGER AUTHORISED AND REGULATED BY THE UK FINANCIAL CONDUCT AUTHORITY. LEGAL & GENERAL UCITS ETF PLC IS ORGANISED AS AN OPEN-ENDED INVESTMENT COMPANY WITH VARIABLE CAPITAL. THE COMPANY IS STRUCTURED AS AN UMBRELLA FUND AND IS COMPRISED OF SEPARATE SUB-FUNDS. THE COMPANY HAS SEGREGATED LIABILITY BETWEEN ITS FUNDS AND IS ORGANISED UNDER THE LAWS OF IRELAND AS A PUBLIC LIMITED COMPANY PURSUANT TO THE COMPANIES ACT (2014) (AS AMENDED)(THE """"""""COMPANIES ACT""""""""). THE COMPANY HAS ENTERED INTO A MANAGEMENT AGREEMENT WITH LGIM MANAGERS (EUROPE) LIMITED UNDER WHICH THE MANAGER IS RESPONSIBLE FOR THE MANAGEMENT OF THE COMPANYS AFFAIRS. LGIM MANAGERS (EUROPE) LIMITED IS A LIMITED LIABILITY COMPANY INCORPORATED IN IRELAND AND AUTHORISED BY THE CENTRAL BANK OF IRELAND AS A SUPER MANCO. THE MANAGER HAS APPOINTED LEGAL & GENERAL INVESTMENT MANAGEMENT LIMITED AS INVESTMENT MANAGER FOR EACH OF THE FUNDS. THE INVESTMENT MANAGER IS AUTHORISED AND REGULATED BY THE UK FINANCIAL CONDUCT AUTHORITY. LEGAL & GENERAL INVESTMENT MANAGEMENT AMERICA INC. IS AN INVESTMENT MANAGER REGULATED BY THE SECURITIES AND EXCHANGE COMMISSION. LEGAL & GENERAL GROUP PLC IS AN INSURANCE COMPANY AND MULTINATIONAL FINANCIAL SERVICES GROUP COMPANY. Name of Persons Filing: THIS STATEMENT IS FILED BY: (i) Legal & General Group Plc (ii) Legal & General Investment Management Ltd (iii) LGIM Managers (Europe) Limited (iv) Legal & General UCITS ETF Plc (v) Legal & General Investment Management America Inc 8 (b). Address of Principal Business Office or, if none, Residence: THE ADDRESS OF PRINCIPAL BUSINESS OFFICE IS: (i) ONE COLEMAN STREET, LONDON, EC2R 5AA (ii) ONE COLEMAN STREET, LONDON, EC2R 5AA (iii) 70 SIR JOHN ROGERSONS QUAY, DUBLIN 2, IRELAND (iv) 70 SIR JOHN ROGERSONS QUAY, DUBLIN 2, IRELAND (v) 71 SOUTH WACKER DRIVE, SUITE 800, CHICAGO IL 60606
Item 9.	Notice of Dissolution of Group.
	Not Applicable

Item 10.

Certifications:

By signing below I certify that, to the best of my knowledge and belief, the foreign regulatory scheme applicable to the financial institutions in the group is substantially comparable to the regulatory scheme applicable to the functionally equivalent U.S. institution(s). I also undertake to furnish to the Commission staff, upon request, information that would otherwise be disclosed in a Schedule 13D.

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Legal & General Group Plc

Signature:	Mary Ann Colledge
Name/Title:	Head of Conduct Advisory
Date:	07/02/2025

Legal & General Investment Management Ltd

Signature:	Mary Ann Colledge
Name/Title:	Head of Conduct Advisory
Date:	07/02/2025

LGIM Managers (Europe) Limited

Signature:	Mary Ann Colledge
Name/Title:	Head of Conduct Advisory
Date:	07/02/2025

Legal & General UCITS ETF Plc

Signature:	Mary Ann Colledge
Name/Title:	Head of Conduct Advisory
Date:	07/02/2025

Legal & General Investment Management America Inc

Signature:	Mary Ann Colledge
Name/Title:	Head of Conduct Advisory
Date:	07/02/2025

Comments accompanying signature: After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

FAQ

How many Mitek Systems (MITK) shares does Legal & General own?

The group reports 2,752,103 common shares, representing about 6.2 % of the outstanding float.

Is Legal & General’s stake in MITK passive or activist?

The filing is on Schedule 13G under Rule 13d-1(b), indicating a passive investment with no activist intent.

Does Legal & General have sole voting power over its MITK shares?

No. The filing shows 0 shares with sole voting power; all voting authority is shared among the reporting entities.

Which subsidiaries hold the majority of the MITK position?

Legal & General Investment Management Ltd, LGIM Managers (Europe) Ltd, and Legal & General UCITS ETF Plc each control roughly 2.73 million shares.

Why was this Schedule 13G/A filed?

SEC rules require disclosure when an investor’s ownership exceeds 5 % of a class of registered securities; the amendment updates Legal & General’s holdings as of 31 Dec 2022.