Mercury Systems Insider: 3,380 RSUs Granted to VP/CAO

Rhea-AI Filing Summary

Munro Douglas, VP and CAO of Mercury Systems (MRCY), reported on Form 4 that he acquired 3,380 restricted stock units (RSUs) on 08/15/2025 at no cash price as part of a compensation grant. Following the award his beneficial ownership increased to 16,813 shares in total, with an additional indirect holding of 99 shares through a 401(k) plan. The RSUs are disclosed to vest in equal annual increments over the three years following the grant date, indicating a time-based retention feature. The filing was signed via attorney-in-fact on 08/19/2025.

Positive

• Grant aligns management and shareholders: RSUs create long‑term incentive through a three‑year vesting schedule.
• Increased insider ownership: Beneficial holdings rose to 16,813 shares, signalling added alignment.
• No cash required for grant: Acquisition recorded at $0, reflecting a standard compensation award rather than a market purchase.

Negative

• None.

Insights

Corporate Governance Expert

TL;DR Director-level executive received time‑vesting RSUs, aligning incentives with long‑term performance without immediate cash payment.

The award of 3,380 RSUs to the VP/CAO is a routine compensation action to retain senior management and align interests with shareholders. Because the units vest in equal annual increments over three years, the grant supports multi-year retention and ties future upside to the company's stock performance. There is no immediate cash outlay or exercise price reported, and the filing shows the incremental increase to 16,813 beneficially owned shares, plus 99 shares held indirectly in a 401(k) plan. From a governance perspective, this is standard practice and not material by itself unless part of a larger pattern of unusually large grants.

Securities Analyst

TL;DR A non‑cash RSU grant modestly raises insider ownership; the time‑vesting schedule limits near‑term share supply impact.

The 3,380 RSU grant increases the reporting person's beneficial stake to 16,813 shares, which marginally strengthens insider alignment. The RSUs vest over three years in equal installments, which stages any potential share issuance and reduces immediate dilution pressure. The transaction code indicates acquisition through grant rather than open‑market purchase. Absent additional context on total outstanding shares or other simultaneous grants, this item is unlikely to be market‑moving.

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

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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^*

Munro Douglas

(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)
	VP, CAO

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		3,380(1)	A	$0	16,813	D
Common Stock								99	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/ John Storm, 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 did Munro Douglas report on the MRCY Form 4?

He reported the acquisition of 3,380 restricted stock units (RSUs) on 08/15/2025, increasing his beneficial ownership to 16,813 shares.

What is the vesting schedule for the RSUs on this Form 4?

The filing states the RSUs "vest in equal annual increments over the three‑year period following the grant date."

Was there a cash price for the RSU award reported on the Form 4?

No. The transaction is reported with a price of $0, indicating a compensation grant rather than a purchased position.

How many shares does Munro Douglas hold indirectly through a plan?

The Form 4 reports an indirect holding of 99 shares in a 401(k) plan.

When was the Form 4 signed and filed?

The signature block shows authorization by John Storm, attorney‑in‑fact on 08/19/2025.