[Form 4] Mercury Systems Inc. Insider Trading Activity

Rhea-AI Filing Summary

David E. Farnsworth, EVP and CFO of Mercury Systems (MRCY), received 13,153 restricted stock units on 08/15/2025 as a non‑cash award. The units vest in equal annual installments over three years. After the grant, Farnsworth beneficially owns 176,237 shares directly and 1,292 shares indirectly through a 401(k) plan. The award was recorded with a reported price of $0, indicating these are restricted stock units rather than an open‑market purchase. The filing reports routine insider compensation that increases the executive's equity stake and aligns his interests with shareholders.

Positive

• Time‑based RSU grant with three‑year vesting promotes retention and long‑term alignment with shareholders
• Substantial existing direct ownership of 176,237 shares indicates the CFO already has meaningful equity alignment

Negative

• None.

Insights

Corporate Governance Expert

TL;DR: Routine executive RSU grant aligns management with shareholders without signaling unusual governance concerns.

The reported grant of 13,153 restricted stock units to the CFO vests over three years, which is a standard multi‑year vesting schedule to promote retention and alignment. The executive's direct beneficial ownership of 176,237 shares suggests meaningful existing alignment with shareholders. There is no indication of accelerated vesting, repricing, or related unusual terms in the disclosed lines. For governance review, this appears to be a normal compensation action consistent with common practice for senior executives.

Compensation Analyst

TL;DR: The award is a time‑based RSU grant with three annual vesting tranches; it's standard compensation, not an immediate cash payout.

The award is recorded at a price of $0 and described as restricted stock units vesting in equal annual increments over three years. That structure ties pay to future service rather than immediate cash, supporting retention objectives. The incremental increase in shares is modest relative to the executive's total holdings. No performance conditions or cash settlement terms are disclosed in the form lines provided.

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0287
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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Farnsworth David E.

(Last) (First) (Middle)

50 MINUTEMAN ROAD

(Street)

ANDOVER MA 01810

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
MERCURY SYSTEMS INC [ MRCY ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	EVP, CFO

3. Date of Earliest Transaction (Month/Day/Year)
08/15/2025

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock	08/15/2025		A		13,153(1)	A	$0	176,237	D
Common Stock								1,292	I	401K Plan

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

Explanation of Responses:

1. Represents restricted stock units that vest in equal annual increments over the three-year period following the grant date.

	/s/ Douglas Munro, attorney-in-fact	08/19/2025
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

FAQ

What award did Mercury Systems (MRCY) CFO David Farnsworth receive?

He received 13,153 restricted stock units (RSUs) reported on 08/15/2025.

How do the RSUs vest for the MRCY grant to the CFO?

The RSUs vest in equal annual increments over three years following the grant date.

How many MRCY shares does David Farnsworth beneficially own after the transaction?

He beneficially owns 176,237 shares directly plus 1,292 shares indirectly through a 401(k) plan.

Was the CFO’s transaction a purchase or a grant?

The transaction is reported with a price of $0, indicating these are granted restricted stock units, not an open‑market purchase.

Does the Form 4 disclosure show any derivative transactions for the CFO?

No derivative securities are reported in the disclosed Table II lines for this filing.