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Mercury Systems (MRCY) CFO’s tax-driven 8,692-share sale

Filing Impact
(Very High)
Filing Sentiment
(Negative)
Form Type
4

Rhea-AI Filing Summary

MERCURY SYSTEMS INC (MRCY) reported that its EVP and CFO, David E. Farnsworth, had shares of Common Stock sold on his behalf in August 2026 under a sell-to-cover program to meet tax withholding obligations tied to vesting stock awards. On August 17 and 18, 2026, an aggregate of 8,692 shares were sold at per-share prices determined for all participants in the program, rather than as individual discretionary trades. The filing also reports that 1,516 shares are held indirectly in a 401K Plan after the August 17, 2026 date.

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Insights

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Insider Farnsworth David E.
Role EVP, CFO
Sold 8,692 shs ($966K)
Type Security Shares Price Value
Sale Common Stock F1, F2 7,347 $111.3577 $818K
Sale Common Stock F1, F2 1,345 $109.9509 $148K
holding Common Stock -- -- --
Holdings After Transaction: Common Stock — 132,734 shares (Direct); Common Stock — 1,516 shares (Indirect, 401K Plan)
Footnotes (2)
  1. F1. Represents shares sold as part of a sell-to-cover program to satisfy tax withholding obligations upon the vesting of stock awards.
  2. F2. Represents the per share price attributed to sales of shares on behalf of all participants under the sell-to-cover program on the transaction date indicated.
Shares sold August 18, 2026 7,347 shares Common Stock sold under sell-to-cover program on 2026-08-18
Price per share August 18, 2026 $111.3577 per share Attributed sale price for all participants in sell-to-cover program
Shares sold August 17, 2026 1,345 shares Common Stock sold under sell-to-cover program on 2026-08-17
Price per share August 17, 2026 $109.9509 per share Attributed sale price for all participants in sell-to-cover program
Total shares sold 8,692 shares Aggregate of reported August 17 and 18, 2026 sell-to-cover sales
Shares held in 401K Plan 1,516 shares Indirect ownership in 401K Plan as of August 17, 2026 entry
sell-to-cover program financial
"Represents shares sold as part of a sell-to-cover program to satisfy tax"
tax withholding obligations financial
"program to satisfy tax withholding obligations upon the vesting of stock awards"
vesting of stock awards financial
"to satisfy tax withholding obligations upon the vesting of stock awards"
401K Plan financial
"Common Stock held indirectly through a 401K Plan"
A 401(k) plan is an employer-sponsored retirement savings account that lets workers set aside part of their paycheck into investments, often with tax breaks and sometimes with matching contributions from the employer. Think of it as a workplace piggy bank that grows through employee contributions, optional company top-ups, and market returns; it matters to investors because it shapes household retirement security, drives large flows of money into public markets, and affects a company’s compensation costs and ability to attract and keep talent.

FAQ

What insider transactions did MRCY report for EVP, CFO David E. Farnsworth in August 2026?
MRCY reported that 8,692 shares of Common Stock linked to EVP, CFO David E. Farnsworth were sold in August 2026 under a sell-to-cover program to satisfy tax withholding obligations upon vesting of stock awards.

Were the August 2026 MRCY stock sales by David E. Farnsworth discretionary?
The filing states the shares were sold as part of a sell-to-cover program to satisfy tax withholding obligations when stock awards vested, indicating the sales were programmatic rather than individual discretionary open-market trading.

What were the sale prices for the MRCY shares sold in August 2026 for David E. Farnsworth?
On August 17, 2026, 1,345 shares were sold at $109.9509 per share; on August 18, 2026, 7,347 shares were sold at $111.3577 per share, with prices attributed to sales on behalf of all participants in the sell-to-cover program.

Does the MRCY Form 4 mention a Rule 10b5-1 trading plan for these transactions?
The Form 4’s Rule 10b5-1 affirmation box is not checked, and the footnotes describe a sell-to-cover program for tax withholding, with no specific reference to a Rule 10b5-1 trading plan.

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Form 4 Insider Transactions: What Each Field Means →
SEC Form 4
FORM 4UNITED 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
Estimated average burden
hours per response:0.5
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 MASSACHUSETTS 01810
(City)(State)(Zip)
UNITED STATES
(Country)		2. Issuer Name and Ticker or Trading Symbol
MERCURY SYSTEMS INC [ MRCY ] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director10% Owner
XOfficer (give title below)Other (specify below)
EVP, CFO
2a. Foreign Trading Symbol
3. Date of Earliest Transaction (Month/Day/Year)
08/17/2026		6. Individual or Joint/Group Filing (Check Applicable Line)
XForm filed by One Reporting Person
Form filed by More than One Reporting Person
4. If Amendment, Date of Original Filed (Month/Day/Year)

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)
CodeVAmount(A) or (D)Price
Common Stock08/17/2026S1,345(1)D$109.9509(2)140,081D
Common Stock08/18/2026S7,347(1)D$111.3577(2)132,734D
Common Stock1,516I401K 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)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
Explanation of Responses:
1. Represents shares sold as part of a sell-to-cover program to satisfy tax withholding obligations upon the vesting of stock awards.
2. Represents the per share price attributed to sales of shares on behalf of all participants under the sell-to-cover program on the transaction date indicated.
/s/ Douglas Munro, attorney-in-fact08/19/2026
** Signature of Reporting PersonDate
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.
* Form 4: SEC 1474 (03-26)

Source: View Original Filing on SEC EDGAR