[Form 4] Mercury Systems Inc. Insider Trading Activity

Rhea-AI Filing Summary

Steven Ratner, EVP and CHRO of Mercury Systems (MRCY), was granted 9,043 restricted stock units on 08/15/2025. The award vests in equal annual increments over the three-year period following the grant date, converting to common shares if vested. After this grant, Mr. Ratner beneficially owns 44,217 shares of Mercury Systems common stock, with an additional 81 shares held in a 401(k) plan. The reported transaction lists the grant price as $0, indicating these are compensation-based restricted stock units rather than an open-market purchase.

Positive

• 9,043 restricted stock units granted to the EVP, CHRO, indicating executive compensation was awarded
• RSUs vest in equal annual increments over three years, providing a clear retention schedule
• Beneficial ownership totals 44,217 shares after the reported transaction, as disclosed on the form

Negative

• None.

Insights

Financial Analyst

TL;DR: Executive received a time-based equity award that modestly increases insider alignment without immediate cash cost.

The 9,043 restricted stock units are time-vested over three years, which ties compensation to future service and potential share-price performance. The award is reported as having a $0 acquisition price, consistent with standard RSU grants issued as compensation. The incremental beneficial ownership of 44,217 shares provides limited additional insider exposure relative to typical market caps for public tech suppliers, so the near-term market impact is likely minimal.

Corporate Governance Expert

TL;DR: Grant structure is routine for retention and incentive purposes, with clear vesting schedule disclosed.

The disclosure specifies equal annual vesting over three years, a common mechanism to promote retention. The Form 4 identifies Mr. Ratner's role as EVP, CHRO and reports direct beneficial ownership and a small 401(k) holding. The filing is procedural and transparent about the nature and timing of the award; no unusual terms or derivative instruments are reported.

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^*

Ratner Steven

(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, CHRO

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		9,043(1)	A	$0	44,217	D
Common Stock								81	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 transaction did Steven Ratner report on Form 4 for MRCY?

The Form 4 reports a grant of 9,043 restricted stock units (RSUs) on 08/15/2025.

How do the 9,043 RSUs awarded to the MRCY executive vest?

The RSUs vest in equal annual increments over the three-year period following the grant date.

How many Mercury Systems shares does Steven Ratner beneficially own after the grant?

After the reported transaction, Mr. Ratner beneficially owns 44,217 shares of common stock.

Was there any cash price paid for the RSUs in the Form 4?

The Form 4 lists the price as $0, indicating these RSUs were granted as compensation rather than purchased.

Does the Form 4 report any derivative or option transactions for this reporting person?

No derivative securities, options, or convertible instruments are reported in Table II of this Form 4.