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  4. [Form 4] MERCURY SYSTEMS INC Insider Trading Activity

Mercury Systems (NASDAQ: MRCY) CFO sells 14,767 shares in tax-withholding trades

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, sold common stock in transactions tied to equity award vesting. On August 19, 2026, he sold 8,155 shares at a per-share price of $100.3060, and on August 20, 2026, he sold 6,612 shares at $97.6734. Footnotes state these sales were made under a sell-to-cover program to satisfy tax withholding obligations upon vesting of stock awards, and the prices reflect amounts attributed to all participants in the program on each date. A separate line shows indirect ownership of 1,516 shares held through a 401K Plan.

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Insights

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Insider Farnsworth David E.
Role EVP, CFO
Sold 14,767 shs ($1.46M)
Type Security Shares Price Value
Sale Common Stock F1, F2 6,612 $97.6734 $646K
Sale Common Stock F1, F2 8,155 $100.306 $818K
holding Common Stock -- -- --
Holdings After Transaction: Common Stock — 117,967 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 on 2026-08-19 8,155 shares of Common Stock Sale transaction by EVP, CFO David E. Farnsworth on August 19, 2026
Price per share on 2026-08-19 $100.3060 per share Attributed price for sales under the sell-to-cover program on August 19, 2026
Shares sold on 2026-08-20 6,612 shares of Common Stock Sale transaction by EVP, CFO David E. Farnsworth on August 20, 2026
Price per share on 2026-08-20 $97.6734 per share Attributed price for sales under the sell-to-cover program on August 20, 2026
Total shares sold 14,767 shares of Common Stock Aggregate of both reported sale transactions
Indirect holdings in 401K Plan 1,516 shares of Common Stock Indirect ownership reported as of August 19, 2026
sell-to-cover program financial
"Represents shares sold as part of a sell-to-cover program to satisfy"
tax withholding obligations financial
"program to satisfy tax withholding obligations upon the vesting of stock"
401K Plan financial
"nature_of_ownership": "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.
Rule 10b5-1 regulatory
"The document-level indicator for Rule 10b5-1 plans is set"
Rule 10b5-1 is a regulation that allows company insiders to buy or sell their shares at predetermined times, even if they have access to non-public information. It acts like setting a schedule in advance for transactions, helping prevent accusations of unfair trading. This rule provides a way for insiders to plan trades transparently, giving investors confidence that these transactions are not based on hidden information.

FAQ

What insider transactions did MRCY EVP & CFO David E. Farnsworth report?
David E. Farnsworth reported two sales of MERCURY SYSTEMS INC (MRCY) common stock: 8,155 shares on August 19, 2026 and 6,612 shares on August 20, 2026, executed as open-market or private sales according to the Form 4 data.

How many MRCY shares did David E. Farnsworth sell and at what prices?
He sold a total of 14,767 shares of MRCY common stock: 8,155 shares at $100.3060 per share on August 19, 2026, and 6,612 shares at $97.6734 per share on August 20, 2026, with prices attributed under a sell-to-cover program.

What was the purpose of David E. Farnsworth’s MRCY share sales?
Footnotes explain that the reported MRCY share sales represent shares sold as part of a sell-to-cover program to satisfy tax withholding obligations upon the vesting of stock awards, rather than discretionary sales of vested shares.

Does the Form 4 indicate remaining MRCY shares held by David E. Farnsworth?
The Form 4 shows an indirect holding of 1,516 shares of MRCY common stock in a 401K Plan. The non-derivative sale rows do not report a post-transaction direct share balance in the structured data.

Were the MRCY insider sales under a Rule 10b5-1 trading plan?
The document-level indicator for Rule 10b5-1 plans is set to false, meaning the Form 4 does not characterize these MRCY transactions as being effected pursuant to a Rule 10b5-1 trading plan.

How many total MRCY shares were sold under the sell-to-cover program in this Form 4?
This Form 4 reports that David E. Farnsworth sold 14,767 shares of MRCY common stock in aggregate across August 19–20, 2026, with footnotes stating these were sales under a sell-to-cover program for tax withholding.

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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)
08/19/2026		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 Stock08/19/2026S8,155(1)D$100.306(2)124,579D
Common Stock08/20/2026S6,612(1)D$97.6734(2)117,967D
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-fact08/21/2026
** 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