Mercury Systems Inc 2024年度报告

Indicate by check mark whether the registrant (1)has filed all reports required to be filed by Section13 or 15(d) of the Securities Exchange Act of 1934 during thepreceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2)has been subject to such filing requirements for the past 90days.YesýNo¨ Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule405 of RegulationS-T (§229.405 of this chapter) during the preceding 12months (or for such shorter period that the registrant was required to submit such files).YesýNo¨Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer”, “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.Large accelerated filerýAccelerated filer¨Non-accelerated filer¨Smaller reporting company☐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 The aggregate market value of the Common Stock held by non-affiliates of the registrant was approximately $2.5billion based upon the closing price of the CommonStock as reported on the Nasdaq Global Select Market on December 27, 2024, the last business day of the registrant’s most recently completed second fiscal quarter.Shares of Common Stock outstanding as of July31, 2025:59,915,670shares.DOCUMENTS INCORPORATED BY REFERENCE Portions of the registrant’s definitive Proxy Statement for its 2025 Annual Meeting of Shareholders are incorporated by reference into Part III of this report. Exhibit Index on Page 81 Table of Contents MERCURY SYSTEMS, INC.INDEX PART I Item1.BusinessItem1A.Risk FactorsItem 1B.Unresolved Staff CommentsItem 1C.CybersecurityItem 2.PropertiesItem 3.Legal ProceedingsItem 4.Mine Safety DisclosuresItem4.1.Information About Our Executive Officers PART II Item 5.Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity SecuritiesItem 6.[Reserved]Item 7.Management’s Discussion and Analysis of Financial Condition and Results of OperationsItem7A.Quantitative and Qualitative Disclosures about Market RiskItem 8.Financial Statements and Supplementary DataItem 9.Changes in and Disagreements with Accountants on Accounting and Financial DisclosureItem 9A.Controls and ProceduresItem 9B.Other InformationItem 9C.Disclosure Regarding Foreign Jurisdictions that Prevent Inspections PART III Item 10.Directors, Executive Officers and Corporate GovernanceItem 11.Executive CompensationItem 12.Security Ownership of Certain Beneficial Owners and Management and Related Stockholder MattersItem 13.Certain Relationships and Related Transactions, and Director IndependenceItem 14.Principal Accounting Fees and Services PART IVItem 15.Exhibits and Financial Statement SchedulesItem 16.Form 10-K Summary SignaturesExhibit Index PART I This Annual Report on Form10-K contains forward-looking statements within the meaning of Section27A of the SecuritiesAct of 1933, as amended, and Section21E of the Securities Exchange Act of 1934, as amended. Actual results could differ materiallyfrom those set forth in the forward-looking statements. The reader may find discussions containing such forward-looking statementsin the material set forth under “Management's Discussion and Analysis of Financial Conditions and Results of Operations” as wellas elsewhere in this Annual Report on Form 10-K. Certain factors that might cause such a difference are discussed in this annualreport on Form10-K, including in the section entitled “Risk Factors.” When used in this report, the terms “Mercury,” “we,” “our,” “us,” and “the Company” refer to Mercury Systems, Inc. and itsconsolidated subsidiaries, except where the context otherwise requires or as otherwise indicated. All references to fiscal 2025 are to the 52-week period from June 29, 2024 to June 27, 2025. All references to fiscal 2024 are to the 52-week period from July 1, 2023 to June 28, 2024. All references to fiscal 2023 are to the 52-week period from July 2, 2022 to June 30, 2023. ITEM 1.BUSINESS Our Company Mercury Systems is a technology company that delivers mission-critical processing to the edge - where signals and data are collected -to solve the most pressing aerospace and defense challenges. Mercury’s products and solutions are deployed in more than 300 programs andacross 35 countries. The Company is headquartered in Andover, Massachusetts, and has over 20 locations worldwide. The Mercury Processing Platform is the unique advantage we provide to our customers. It comprises the innovative technologieswe’ve developed and acquired for more than 40 years that bring inte