13D Filings
Mercury Systems Inc
MRCY
Amendment
Ownership

10.00%

Total Shares

5,964,313

Issuer CIK

1049521

CUSIP

589378108

Event Date

Aug 12, 2025

Accepted

Aug 15, 2025, 09:30 PM

Reporting Persons (1)
NameType% of ClassAggregateSole VotingShared Voting
JANA Partners Management, LP
Investment Adviser
10.00%5,964,3135,964,3130
Disclosure Items (3)

Security Title

Common Stock, par value $0.01 per share

Issuer Name

Mercury Systems Inc

Issuer Address

50 Minuteman Road, Andover, MA, 01810

Percentage of Class

Item 5(a) of the Schedule 13D is hereby amended and restated in its entirety as follows: The aggregate percentage of Shares reported to be beneficially owned by the Reporting Person is based upon 59,915,670 Shares outstanding as of July 31, 2025, as reported in the Issuer's Annual Report on Form 10-K for the fiscal year ended June 27, 2025, filed with the SEC on August 11, 2025. As of the close of business on the date hereof, JANA may be deemed to beneficially own 5,964,313 Shares, representing approximately 10.0% of the Shares outstanding. This includes 4,832 deferred stock units ("DSUs") granted to Mr. Ostfeld on October 23, 2024 for his service on the Board of Directors of the Issuer (the "Board"). The DSUs vest on the earlier of the first anniversary of the grant date and the next annual meeting of shareholders. Vested DSUs do not convert into Shares until the date on which Mr. Ostfeld ceases to be a member of the Board. Mr. Ostfeld has assigned all rights to any Shares issuable pursuant to the grant to the Reporting Person. Pursuant to the assignment, settlement of the award on vesting will be made to the Reporting Person.

Number of Shares

Item 5(b) of the Schedule 13D is hereby amended and restated in its entirety as follows: The Reporting Person has sole voting and dispositive power over 5,964,313 Shares, which power is exercised by the Principal.

Transactions

Item 5(c) of the Schedule 13D is hereby amended and restated in its entirety as follows: Information concerning transactions in the Shares effected by the Reporting Person in the past sixty (60) days is set forth in Schedule A hereto and is incorporated herein by reference. All of the transactions in Shares listed herein were effected in the open market through various brokerage entities.

Shareholders

Item 5(d) of the Schedule 13D is hereby amended and restated in its entirety as follows: No person (other than the Reporting Person) is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the Shares.

Item 6 of the Schedule 13D is hereby amended and supplemented as follows: The information disclosed in Item 5(a) is incorporated herein by reference.

Mercury Systems Inc — Schedule 13D | 13D Filings