Mercury Systems (MRCY) Form 4: CFO Discloses Tax-Withholding Share Sales

Rhea-AI Filing Summary

David E. Farnsworth, EVP and CFO of Mercury Systems Inc. (MRCY), reported two sales of common stock under a sell-to-cover program tied to vesting of stock awards. On 08/18/2025 he sold 7,339 shares at $66.5163 per share, leaving 168,898 shares beneficially owned. On 08/19/2025 he sold 7,572 shares at $64.464 per share, leaving 161,326 shares beneficially owned. The filing also shows indirect ownership of 1,292 shares through a 401(k) plan. The filing states these sales were executed to satisfy tax withholding obligations upon vesting of stock awards.

Positive

• Transparent disclosure of share sales with dates, prices, and post-transaction beneficial ownership provided
• Sell-to-cover explanation explicitly stated, indicating the sales were for tax-withholding on vested awards rather than discretionary cash sales
• Indirect holdings disclosed (1,292 shares in a 401(k) plan), improving clarity on total ownership

Negative

• Reduction in direct beneficial ownership by 14,911 shares following the two reported sales

Insights

Financial Analyst

TL;DR Routine sell-to-cover transactions by the CFO to satisfy tax withholding; no new purchases or option exercises reported.

The transactions are described as sell-to-cover sales tied to vested awards, which is a common liquidity action that does not indicate additional planned disposals or material changes in ownership voting control. Total shares sold in the two transactions sum to 14,911 shares, with beneficial ownership declining from 176,239 (pre-sales implied) to 161,326 after the second sale. There are no derivative transactions reported and no evidence in this form of unusual trading patterns or related-party sales beyond the routine withholding sale.

Corporate Governance Expert

TL;DR Disclosure is straightforward and consistent with standard insider reporting and tax-withholding practice.

The Form 4 clearly identifies the reporting person as an officer (EVP, CFO) and documents the timing, quantities, and per-share prices of the sales. The explanatory note explicitly states the purpose was to satisfy tax withholding on vesting awards, which supports compliance with Section 16 reporting obligations. Indirect holdings via the 401(k) plan are disclosed separately, maintaining transparency about forms of beneficial ownership.

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^*

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)
08/18/2025

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	08/18/2025		S		7,339(1)	D	$66.5163(2)	168,898	D
Common Stock	08/19/2025		S		7,572(1)	D	$64.464(2)	161,326	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 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-fact	08/20/2025
	** 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 trades did Mercury Systems (MRCY) EVP/CFO David Farnsworth report on Form 4?

The Form 4 reports sales of 7,339 shares on 08/18/2025 at $66.5163 and 7,572 shares on 08/19/2025 at $64.464.

Why were the shares sold according to the filing?

The filing states the shares were sold as part of a sell-to-cover program to satisfy tax withholding obligations upon the vesting of stock awards.

How many shares does David Farnsworth beneficially own after these transactions?

After the 08/19/2025 sale, the filing reports 161,326 shares beneficially owned directly, plus 1,292 shares indirectly via a 401(k) plan.

Did the Form 4 report any option exercises or derivative transactions?

No. Table II for derivative securities shows no exercised or acquired derivatives in this filing.

Does the filing indicate any unusual or non-routine insider activity?

No. The filing describes routine sell-to-cover transactions tied to award vesting and contains standard Section 16 disclosure.