of this Current Report on Form 8-K and the exhibits 99.1 and 99.2 attached hereto shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, regardless of any general incorporation language in such filing. Use of Non-GAAP Financial Measures I…

of this Current Report on Form 8-K and the exhibits 99.1 and 99.2 attached hereto shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, regardless of any general incorporation language in such filing. Use of Non-GAAP Financial Measures I…

of this Current Report on Form 8-K and the exhibits 99.1 and 99.2 attached hereto shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, regardless of any general incorporation language in such filing. Use of Non-GAAP Financial Measures I…

Other Events On November 3, 2025, the Company’s Board of Directors authorized a share repurchase program for the purchase of up to $200.0 million of the Company’s outstanding common stock. The program has no expiration date and repurchases may be made through open market or privately negotiated transactions from time to time at prevailing market prices. The timing and amount of repurchases will depend on market conditions and other factors.

Entry Into a Material Definitive Agreement On November 4, 2025, Mercury Systems, Inc. (the “Company”), as the borrower, and Mercury Mission Systems, LLC, as a guarantor, entered into Amendment No. 7 (“Amendment No. 7”) to the Company’s Credit Agreement dated May 2, 2016 (the Credit Agreement, as amended, supplemented, waived, or modified from time to time through and including Amendment No. 6, the “Existing Credit Agreement”, and as amended by Amendment No. 7, the “Amended Credit Agreement”)…

Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant Reference is made to

of this Current Report on Form 8-K and the exhibits 99.1 and 99.2 attached hereto shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, regardless of any general incorporation language in such filing. Use of Non-GAAP Financial Measures I…

Director — William L. Ballhaus, Lisa S. Disbrow, Howard L. Lance, Jean Bua: The filing discloses the routine election of directors at the annual meeting, which is a standard governance event rather than a departure or executive change.

of this Current Report on Form 8-K and the exhibits 99.1 and 99.2 attached hereto shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, regardless of any general incorporation language in such filing. Use of Non-GAAP Financial Measures I…

of this Current Report on Form 8-K and the exhibits 99.1 and 99.2 attached hereto shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, regardless of any general incorporation language in such filing. Use of Non-GAAP Financial Measures I…

Chief Operating Officer — Charles R. Wells, IV: The Chief Operating Officer is resigning to join a competitor, creating a leadership vacuum in a key operational role.

of this Current Report on Form 8-K shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, regardless of any general incorporation language in such filing.

of this Current Report on Form 8-K and the exhibits 99.1 and 99.2 attached hereto shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, regardless of any general incorporation language in such filing. Use of Non-GAAP Financial Measures I…

Costs Associated with Exit or Disposal Activities. On January 29, 2025, we executed a workforce reduction that will eliminate approximately 145 positions, resulting in expected restructuring charges of approximately $5 million for employee separation costs, which costs will be classified as restructuring and other charges within our statement of operations and other comprehensive income for the fiscal quarter ending March 28, 2025. The headcount savings, primarily within R&D and cost of reven…

Director — Roger A. Krone: The filing reports the departure of a board director due to a new external role and the simultaneous appointment of a replacement, keeping the board size constant, which is a routine governance change rather than a loss of senior executive management.

of this Current Report on Form 8-K and the exhibits 99.1 and 99.2 attached hereto shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, regardless of any general incorporation language in such filing. Use of Non-GAAP Financial Measures I…

Director — Orlando P. Carvalho, Barry R. Nearhos, Debora A. Plunkett: The filing discloses the routine election of three directors for a three-year term at the annual meeting, which is a standard governance event rather than a departure or executive change.

of this Current Report on Form 8-K and the exhibits 99.1 and 99.2 attached hereto shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, regardless of any general incorporation language in such filing. Use of Non-GAAP Financial Measures I…

Entry Into a Material Definitive Agreement On August 13, 2024, Mercury Systems, Inc. (the “Company”), as the borrower, and Mercury Mission Systems, LLC, as a guarantor, entered into an Amendment No. 6 (“Amendment No. 6”) to the Company’s Credit Agreement dated May 2, 2016 (the Credit Agreement, as amended, supplemented, waived, or modified from time to time through and including Amendment No. 6, the “Amended Credit Agreement”) with a syndicate of commercial banks and Bank of America, N.A acti…

Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant Reference is made to

Costs Associated with Exit or Disposal Activities. On January 17, 2024, Mercury Systems, Inc. (the “Company” or “we”) publicly announced the implementation of a plan to consolidate our Mission Systems and Microelectronics divisions into one unified structure incorporating multiple business units and functions under the leadership of a Chief Operating Officer, as well as the elimination of a number of positions. This consolidation is designed to simplify our organizational structure, facilitat…

of this Current Report on Form 8-K and the attached exhibit 99.1 shall not be deemed ‘filed’ for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise be subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing. Cautionary Statement Regarding…

of this Current Report on Form 8-K and the exhibits 99.1 and 99.2 attached hereto shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, regardless of any general incorporation language in such filing. Use of Non-GAAP Financial Measures I…