MRCY

mrcy-20260203False0001049521February 3, 202600010495212026-02-032026-02-03

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

Date of report (Date of earliest event reported): February 3, 2026

Mercury Systems, Inc. (Exact Name of Registrant as Specified in its Charter)

Massachusetts001-4119404-2741391 (State or Other Jurisdiction of Incorporation) (Commission File Number)(IRS Employer Identification No.)

50 Minuteman Road, Andover,Massachusetts01810 (Address of Principal Executive Offices)(Zip Code)

Registrant’s telephone number, including area code: (978) 256-1300 Not Applicable (Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

☐Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) ☐Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter). Emerging growth company  ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  ☐

Securities registered pursuant to Section 12(b) of the Act:

Title of each class Trading Symbol(s) Name of each exchange on which registered

Common Stock, par value $0.01

MRCY

Nasdaq Global Select Market

Item 2.02.    Results of Operations and Financial Condition. On February 3, 2026, Mercury Systems, Inc. (the "Company") issued a press release and an earnings presentation regarding its financial results for the second quarter ended December 26, 2025. The Company’s press release and earnings presentation are attached as exhibits 99.1 and 99.2 to this Current Report on Form 8-K and incorporated by reference herein. Information in Item 2.02 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 In addition to reporting financial results in accordance with generally accepted accounting principles, or GAAP, the Company provides adjusted EBITDA, adjusted income, adjusted EPS, and free cash flow, which are non-GAAP financial measures. Adjusted EBITDA, adjusted income, and adjusted EPS exclude certain non-cash and other specified charges. The Company believes these non-GAAP financial measures are useful to help investors more completely understand its past financial performance and prospects for the future. However, the presentation of these non-GAAP financial measures is not meant to be considered in isolation or as a substitute for financial information provided in accordance with GAAP. Management believes these non-GAAP financial measures assist in providing a more complete understanding of the Company’s underlying operational results and trends, and management uses these measures along with the corresponding GAAP financial measures to manage the Company’s business, to evaluate its performance compared to prior periods and the marketplace, and to establish operational goals. Item 9.01.    Financial Statements and Exhibits.

(d)    Exhibits.

Exhibit No. Description

99.1Press Release dated February 3, 2026

99.2Earnings Presentation dated February 3, 2026

104Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

Dated: February 3, 2026

MERCURY SYSTEMS, INC.

By: /s/ David E. Farnsworth David E. Farnsworth Executive Vice President, Chief Financial Officer

EXHIBIT INDEX

Exhibit No. Description

99.1 Press Release, dated February 3, 2026 of Mercury Systems, Inc.

99.2 Earnings Presentation, dated February 3, 2026 of Mercury Systems, Inc.

mrcy-20251104False0001049521November 4, 202500010495212025-11-042025-11-04

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

Date of report (Date of earliest event reported): November 4, 2025

Mercury Systems, Inc. (Exact Name of Registrant as Specified in its Charter)

Massachusetts001-4119404-2741391 (State or Other Jurisdiction of Incorporation) (Commission File Number)(IRS Employer Identification No.)

50 Minuteman Road, Andover,Massachusetts01810 (Address of Principal Executive Offices)(Zip Code)

Registrant’s telephone number, including area code: (978) 256-1300 Not Applicable (Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

☐Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) ☐Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter). Emerging growth company  ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  ☐

Securities registered pursuant to Section 12(b) of the Act:

Title of each class Trading Symbol(s) Name of each exchange on which registered

Common Stock, par value $0.01

MRCY

Nasdaq Global Select Market

Item 1.01    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”) with a syndicate of commercial banks and Wells Fargo Bank, National Association, acting on and after Amendment No. 7 as the successor administrative agent to Bank of America, N.A. Amendment No. 7 provides for (1) a new five-year revolving credit facility maturing on November 4, 2030 with $850.0 million in commitments; (2) the paydown of extensions of credit, and termination of commitments, under the Company’s existing $900.0 million revolving credit facility; (3) an increase in the amount of unrestricted cash netted from calculations of the consolidated total net leverage ratio from $150.0 million to $225.0 million (also applicable to the new springing senior secured net leverage ratio test described below); (4) an update to the definition of consolidated EBITDA related to certain non-cash charges; (5) the addition to the financial covenants of a springing quarterly maximum senior secured net leverage ratio test triggered upon the issuance of at least $350.0 million of convertible or senior unsecured debt (the “New Financial Covenant Trigger”); and (6) the removal of credit spread adjustments in interest rate calculations. The Company had $591.5 million in outstanding borrowings both prior to and following the closing of Amendment No. 7. Below is a summary of the Amended Credit Agreement. Borrowing Capacity The new revolving credit facility under the Amended Credit Agreement has a borrowing capacity of $850.0 million. The existing revolving credit facility under the Existing Credit Agreement was refinanced and commitments thereunder terminated on November 4, 2025 in connection with entry into the new revolving credit facility. Maturity The new revolving credit facility under the Amended Credit Agreement will mature on November 4, 2030. Interest Rates and Fees Borrowings applicable to the new revolving credit facility under the Amended Credit Agreement bear interest, at the Company’s option, at floating rates tied to SOFR or the prime rate plus an applicable percentage in the case of dollar denominated loans or, in the case of certain other currencies, such alternative floating rates as agreed. The interest rate applicable to outstanding loans is established pursuant to a pricing grid based on the Company’s total net leverage ratio. In addition to interest on the aggregate outstanding principal amounts of any borrowings, the Company also pays a quarterly

mrcy-20250811False0001049521August 11, 202500010495212025-08-112025-08-11

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

Date of report (Date of earliest event reported): August 11, 2025

Mercury Systems, Inc. (Exact Name of Registrant as Specified in its Charter)

Massachusetts001-4119404-2741391 (State or Other Jurisdiction of Incorporation) (Commission File Number)(IRS Employer Identification No.)

50 Minuteman Road, Andover,Massachusetts01810 (Address of Principal Executive Offices)(Zip Code)

Registrant’s telephone number, including area code: (978) 256-1300 Not Applicable (Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

☐Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) ☐Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter). Emerging growth company  ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  ☐

Securities registered pursuant to Section 12(b) of the Act:

Title of each class Trading Symbol(s) Name of each exchange on which registered

Common Stock, par value $0.01

MRCY

Nasdaq Global Select Market

Item 2.02.    Results of Operations and Financial Condition. On August 11, 2025, Mercury Systems, Inc. (the "Company" or "we") issued a press release and an earnings presentation regarding its financial results for the fourth quarter and fiscal year ended June 27, 2025. The press release and earnings presentation are attached as exhibits 99.1 and 99.2 to this Current Report on Form 8-K and incorporated by reference herein. Information in Item 2.02 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 In addition to reporting financial results in accordance with generally accepted accounting principles, or GAAP, the Company provides adjusted EBITDA, adjusted income, adjusted EPS, and free cash flow, which are non-GAAP financial measures. Adjusted EBITDA, adjusted income, and adjusted EPS exclude certain non-cash and other specified charges. The Company believes these non-GAAP financial measures are useful to help investors more completely understand its past financial performance and prospects for the future. However, the presentation of these non-GAAP financial measures is not meant to be considered in isolation or as a substitute for financial information provided in accordance with GAAP. Management believes these non-GAAP financial measures assist in providing a more complete understanding of the Company’s underlying operational results and trends, and management uses these measures along with the corresponding GAAP financial measures to manage the Company’s business, to evaluate its performance compared to prior periods and the marketplace, and to establish operational goals. Item 9.01.    Financial Statements and Exhibits.

(d)    Exhibits.

Exhibit No. Description

99.1Press Release dated August 11, 2025

99.2Earnings Presentation dated August 11, 2025

104Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

Dated: August 11, 2025

MERCURY SYSTEMS, INC.

By: /s/ David E. Farnsworth David E. Farnsworth Executive Vice President, Chief Financial Officer

EXHIBIT INDEX

Exhibit No. Description

99.1 Press Release, dated August 11, 2025 of Mercury Systems, Inc.

99.2 Earnings Presentation, dated August 11, 2025 of Mercury Systems, Inc.