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The following risk factor should be read in conjunction with the risk factors described in the Annual Report on Form 10-K:
−Removed: Shareholder activism could cause us to incur significant expense, disrupt our business, result in litigation, and impact our stock price.
−Removed: We have been subject to shareholder activism and may be subject to such activism in the future, which could result in substantial costs and divert management’s and our Board’s attention and resources from our business.
−Removed: Such shareholder activism could give rise to perceived uncertainties as to our future, adversely affect our relationships with our employees, customers, or suppliers, and make it more difficult to attract and retain qualified personnel.
−Removed: We may be required to incur significant fees and other expenses related to activist shareholder matters, including for third-party advisors.
−Removed: We may be subjected to litigation by activist investors, including litigation related to the shareholder rights agreement or “poison pill” that our Board adopted on December 27, 2021.
−Removed: Our stock price could be subject to significant fluctuation or otherwise be adversely affected by the events, risks, and uncertainties of any shareholder activism.
−Removed: JANA Partners LLC filed a Schedule 13D on December 23, 2021, and Starboard Value LP filed a Schedule 13D on January 13, 2022.
−Removed: Both JANA and Starboard have indicated that they intend to engage with Mercury’s management.
−Removed: Starboard has also written an open letter to Mercury’s Board of Directors dated January 13, 2022, requesting that the limited duration rights agreement be withdrawn or amended.
+Added: Price inflation for labor and materials, further exacerbated in energy and commodity markets by the Russian invasion of Ukraine, could adversely affect our business, results of operations, and financial condition.
+Added: We have experienced considerable price inflation in our costs for labor and materials, which may adversely affect our business, results of operations, and financial condition.
+Added: We may not be able to pass through inflationary cost increases under our existing firm fixed price commercial item contracts and we may only be able to recoup a portion of our increased costs under our reimbursement-type contracts.
+Added: Our ability to raise prices to reflect increased costs may be limited by competitive conditions in the market for our products and services.
+Added: Russia’s invasion of Ukraine, and any prolonged conflict there, may result in increased inflation, escalating energy and commodity prices, and increasing costs of materials.
+Added: We continue to work to mitigate such pressures on our business operations as they develop.
+Added: To the extent the war in Ukraine may adversely affect our business as discussed above, it may also have the effect of heightening many of the other risks described in "Item 1A.
+Added: Risk Factors" of our 2021 Annual Report on Form 10-K, such as those relating to cyber security, supply chain, volatility in prices, and market conditions, any of which could negatively affect our business and financial condition.
The following Exhibits are filed or furnished, as applicable, herewith:
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MERCURY SYSTEMS, INC.
−Removed: 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, in Andover, Massachusetts, on February 8, 2022.
+Added: 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, in Andover, Massachusetts, on May 10, 2022.
MERCURY SYSTEMS, INC.
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Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.