MEC (NYSE: MEC) raises $86.9M in underwritten common stock sale

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(Neutral)

Form Type

8-K

Rhea-AI Filing Summary

Mayville Engineering Company entered an underwriting agreement for an underwritten public offering of 4,348,000 shares of common stock at $20.00 per share, with underwriters fully exercising a 30-day option for 652,000 additional shares. This brings total gross offering size to 5,000,000 shares. The offering was made under an effective Form S-3 shelf registration and is expected to close on May 21, 2026.

The company expects to receive approximately $93.9 million of net proceeds. MEC plans to use the cash to repay borrowings under its senior secured revolving credit facility, fund capital spending in growth sectors, and support working capital and general corporate needs. Part of the repayment relates to debt incurred for the Accu-fab acquisition, while the revolver matures on June 28, 2028 and bore a 6.42% interest rate as of March 31, 2026.

Insights

MEC raises equity to deleverage its balance sheet and fund growth.

Mayville Engineering Company is issuing 4,348,000 shares at $20 per share, with underwriters exercising a 652,000-share option, for total gross proceeds of about $86.9 million at pricing. The company expects approximately $93.9 million in net proceeds per the agreement summary.

MEC plans to use the cash primarily to pay down its senior secured revolving credit facility, which matures on June 28, 2028 and carried a 6.42% rate as of March 31, 2026, and to fund capital expenditures, working capital and general corporate purposes. Part of the revolver balance stems from the Accu-fab acquisition completed in July 2025.

This transaction mixes dilution with balance sheet strengthening. The actual impact depends on post-offering share count relative to outstanding shares and on how much debt is repaid versus new growth investments, which are not quantified in this excerpt.

8-K Event Classification

3 items: 1.01, 7.01, 9.01

3 items

Item 1.01 Entry into a Material Definitive Agreement Business

The company signed a significant contract such as a merger agreement, credit facility, or major partnership.

Item 7.01 Regulation FD Disclosure Disclosure

Material non-public information disclosed under Regulation Fair Disclosure, often investor presentations or guidance.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, and exhibit attachments filed with this report.

Key Figures

Primary shares offered: 4,348,000 shares Underwriters’ option shares: 652,000 shares Offering price: $20.00 per share +4 more

7 metrics

Primary shares offered 4,348,000 shares Underwritten public offering of common stock

Underwriters’ option shares 652,000 shares 30-day option, fully exercised on May 20, 2026

Offering price $20.00 per share Public offering price for common stock

Gross proceeds at pricing $86.9M Approximate total before underwriting discounts and expenses

Expected net proceeds $93.9M Approximate net proceeds from offering per company disclosure

Revolver interest rate 6.42% Senior secured revolving credit facility as of March 31, 2026

Revolver maturity June 28, 2028 Maturity date of senior secured revolving credit facility

Key Terms

underwritten public offering, shelf registration statement, senior secured revolving credit facility, prospectus supplement, +2 more

6 terms

underwritten public offering financial

"today announced the pricing of its underwritten public offering of 4,348,000 shares"

An underwritten public offering is when a company sells new shares of its stock to the public with the help of a financial firm, called an underwriter. The underwriter agrees to buy all the shares upfront, reducing the company's risk, and then sells them to investors. This process helps companies raise money quickly and confidently from a wide range of buyers.

shelf registration statement regulatory

"The shares are being offered by MEC pursuant to a shelf registration statement"

A shelf registration statement is a document a company files with regulators that allows it to sell shares or bonds quickly when it’s a good time to raise money. It’s like having a pre-approved plan ready so the company can act fast without going through lengthy paperwork each time they want to sell, making fundraising more flexible.

senior secured revolving credit facility financial

"for reducing amounts outstanding under its senior secured revolving credit facility"

A senior secured revolving credit facility is a multi‑use bank lending line that a company can draw, repay and redraw as needed, backed by specific assets and ranked first in repayment order if the company defaults. Think of it like a collateralized credit card that gives flexible short‑term cash while lenders hold priority to recover their money; investors watch it because it affects a company’s liquidity, borrowing cost, and who gets paid first in financial distress.

prospectus supplement regulatory

"A preliminary prospectus supplement relating to and describing the terms of the offering"

A prospectus supplement is an additional document provided alongside a company's main offering details, offering updated or extra information about a specific financial product being sold. It helps investors understand the latest terms, risks, and details of the investment, similar to how an update or revision clarifies or expands on original instructions, ensuring they have current and complete information before making a decision.

forward-looking statements regulatory

"This press release may contain forward-looking statements made pursuant to the Private Securities Litigation Reform Act of 1995"

Forward-looking statements are predictions or plans that companies share about what they expect to happen in the future, like estimating sales or profits. They matter because they help investors understand a company's outlook, but since they are based on guesses and assumptions, they can sometimes be wrong.

book-running managers financial

"William Blair & Company, L.L.C. and Craig-Hallum Capital Group LLC are acting as lead book-running managers"

Book-running managers are the main banks or financial firms that organize and oversee a company's sale of new stocks or bonds. They help set the price, decide how many to sell, and coordinate the process to make sure everything runs smoothly. Their role is important because they guide the company through the complex process of raising money from investors.

Offering Details

secondary

Offering

Offering Type secondary

Use of Proceeds Repay senior secured revolving credit facility, fund capital expenditures, working capital and general corporate purposes

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Understanding 8-K Material Events →

Available on EDGAR 05/21/2026 - 06:30 AM Accepted by SEC EDGAR 05/21/2026 - 06:30 AM

FAQ

What is Mayville Engineering Company (MEC) raising through its new stock offering?

MEC is conducting an underwritten public offering of 4,348,000 shares of common stock at $20 per share, plus a 652,000-share option. A related press release cites total gross proceeds of approximately $86.9 million before underwriting discounts and expenses.

How much cash does MEC expect to receive from the offering and how will it be used?

MEC expects approximately $93.9 million of net proceeds from the offering. The company plans to repay amounts under its senior secured revolving credit facility, fund capital expenditures in growth sectors, and support working capital and general corporate purposes, including debt incurred for the Accu-fab acquisition.

What are the key terms of MEC’s senior secured revolving credit facility?

MEC’s senior secured revolving credit facility matures on June 28, 2028. As of March 31, 2026, the interest rate on this facility was 6.42%. A portion of the new equity proceeds is designated to repay borrowings outstanding under this facility tied to the Accu-fab acquisition.

Who is managing Mayville Engineering Company’s underwritten public offering?

William Blair & Company, L.L.C. and Craig-Hallum Capital Group LLC are serving as lead book-running managers for the offering. In the pricing press release, Northland Securities, Inc. is also identified as a co-manager, supporting distribution of MEC’s common stock to investors.

Under what registration has MEC’s stock offering been made?

The shares are being offered under an effective shelf registration statement on Form S-3. The base prospectus is included in the registration, with final terms described in a prospectus supplement filed with the SEC and available through the SEC’s website or underwriter contacts.

When is MEC’s stock offering expected to close?

The company states that the offering, including shares sold under the underwriters’ option, is expected to close on May 21, 2026. Closing remains subject to customary conditions specified in the underwriting agreement between MEC and the underwriters.

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 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): May 19, 2026

Mayville Engineering Company, Inc.

(Exact name of registrant as specified in its charter)


Wisconsin	001-38894	39-0944729
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)

	135 S. 84th Street, Suite 300 Milwaukee, Wisconsin 53214
	(Address of Principal Executive Offices and zip code)

(414) 381-2860

(Registrant’s telephone number, including area code)

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:


☐	Written communications pursuant to Rule 425 under the Securities Act (17 C.F.R. §230.425)
☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 C.F.R. §240.14a-12)
☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 C.F.R. §240.14d-2(b))
☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 C.F.R. §240.13e-4(c))

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


Title of each class		Trading Symbol		Name of each exchange on which registered
Common Stock, no par value		MEC		New York Stock Exchange

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. ☐

Item 1.01.

Entry into a Material Definitive Agreement

On May 19, 2026, Mayville Engineering Company, Inc. (the “Company”) entered into an underwriting agreement (the “Underwriting Agreement”) with William Blair & Company, L.L.C. and Craig-Hallum Capital Group LLC, as representatives of the several underwriters thereto (the “Underwriters”), relating to the previously announced underwritten offering of 4,348,000 shares (the “Shares”) of the Company’s common stock, no par value per share (the “Common Stock” and such offering, the “Offering”).

Under the terms of the Underwriting Agreement, the Company agreed to issue and sell the Shares to the Underwriters at a price to the public of $20.00 per share. In addition, the Company granted the Underwriters a 30-day option to purchase up to 652,000 additional shares of Common Stock at the same public offering price per share, less underwriting discounts and commissions (the “Option”), which Option was fully exercised by the Underwriters on May 20, 2026.

The Underwriting Agreement contains customary representations and warranties, agreements and obligations, closing conditions and termination provisions. The Company has agreed to indemnify the Underwriters against certain liabilities, including liabilities under the Securities Act of 1933, as amended (the “Securities Act”), and to contribute to any payment that the Underwriters may be required to make because of any of those liabilities.

The Offering was registered under the Securities Act pursuant to an effective registration statement on Form S-3 (Registration Statement No. 333-277747), as previously filed with and declared effective by the Securities and Exchange Commission (the “SEC”), a base prospectus included as part of the registration statement, and a final prospectus supplement filed with the SEC pursuant to Rule 424(b) under the Securities Act.

The Offering, including the sale of the shares constituting the Option, is expected to close on May 21, 2026. The Company intends to use the approximately $93.9 million of net proceeds from the Offering for reducing amounts outstanding under its senior secured revolving credit facility, capital expenditures focused on relevant growth sectors and working capital and general corporate purposes. A portion of the amounts expected to be repaid under the Company’s senior secured revolving credit facility are attributable to amounts borrowed to complete the Accu-fab acquisition, which the Company completed in July 2025. The Company’s senior secured revolving credit facility matures on June 28, 2028 and, as of March 31, 2026, the interest rate of such facility was 6.42%.

The foregoing summary of the Underwriting Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Underwriting Agreement, a copy of which is attached as Exhibit 1.1 to this Current Report on Form 8-K and incorporated into this Item 1.01 by reference.

A copy of the legal opinion of Foley & Lardner LLP relating to the validity of the issuance and sale of the Common Stock in the Offering is filed as Exhibit 5.1 to this Current Report on Form 8-K.

Item 7.01.Regulation FD Disclosure

On May 19, 2026, the Company issued press releases announcing the launch of the Offering and the pricing of the Offering. Copies of each such press release are filed as Exhibit 99.1 and Exhibit 99.2, respectively, to this Current Report on Form 8-K.

The information included in Exhibit 99.1 and Exhibit 99.2 of this Current Report on Form 8-K is being furnished and 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 into any other filing under the Securities Act of 1933, as amended, or the Exchange Act, regardless of any general incorporation language in any such filing.

Item 9.01.

Financial Statements and Exhibits.

(a)Not applicable.

(b)Not applicable.

(c)Not applicable.

(d)Exhibits. The exhibits listed in the exhibit index below are being filed herewith.

EXHIBIT INDEX


Exhibit Number		Description

1.1		Underwriting Agreement, dated as of May 19, 2026, by and among Mayville Engineering Company, Inc., William Blair & Company, L.L.C. and Craig-Hallum Capital Group LLC.

5.1		Legal Opinion of Foley & Lardner LLP.

23.1		Consent of Foley & Lardner LLP (included in Exhibit 5.1).

99.1		Press Release, issued by the Company on May 19, 2026.

99.2		Press Release, issued by the Company on May 19, 2026.

104		Cover 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 hereunto duly authorized.


	MAYVILLE ENGINEERING COMPANY, INC.

Date: May 21, 2026	By:	/s/ Sean P. Leuba
		Sean P. Leuba
		Senior Vice President, General Counsel and Secretary

Exhibit 99.1

MAYVILLE ENGINEERING COMPANY ANNOUNCES PROPOSED PUBLIC OFFERING OF COMMON STOCK

MILWAUKEE, Wis., May 19, 2026 – Mayville Engineering Company (NYSE: MEC) (the “Company” or “MEC”), a leading value-added provider of design, prototyping and manufacturing solutions serving diverse end markets, today announced that it has commenced an underwritten public offering of shares of its common stock. All of the shares are being offered by MEC. In addition, MEC expects to grant the underwriters a 30-day option to purchase up to an additional 15% of the shares of common stock sold in the public offering at the public offering price, less underwriting discounts and commissions. The offering is subject to market and other conditions, and there can be no assurance as to whether or when the offering may be completed, or as to the actual size or terms of the offering.

William Blair & Company, L.L.C. and Craig-Hallum Capital Group LLC are acting as lead book-running managers for the offering.

MEC intends to use the net proceeds from the offering, if completed, for reducing amounts outstanding under its senior secured revolving credit facility, capital expenditures focused on relevant growth sectors and working capital and general corporate purposes. A portion of the amounts expected to be repaid under the Company’s senior secured revolving credit facility are attributable to amounts borrowed to complete the Accu-fab acquisition, which MEC completed in July 2025. The Company’s senior secured revolving credit facility matures on June 28, 2028 and, as of March 31, 2026, the interest rate of such facility was 6.42%.

The shares are being offered by MEC pursuant to a shelf registration statement that was filed with the Securities and Exchange Commission (“SEC”) on March 7, 2024, as amended by Amendment No. 1 filed with the SEC on May 8, 2024 and declared effective by the SEC on May 20, 2024. The offering will be made only by means of a written prospectus supplement and the accompanying prospectus that form part of the registration statement. A preliminary prospectus supplement relating to and describing the terms of the offering will be filed with the SEC and copies of the preliminary prospectus supplement relating to the offering may be obtained for free by visiting the SEC’s website at www.sec.gov. When available, copies of the preliminary prospectus supplement and the accompanying prospectus may also be obtained by contacting: William Blair & Company, L.L.C., Attention: Prospectus Department, 150 North Riverside Plaza, Chicago, Illinois 60606, by telephone at 1-800-621-0687 or by email at prospectus@williamblair.com and Craig-Hallum Capital Group LLC, Attention: Equity Capital Markets, 323 N Washington Ave., Suite 300, Minneapolis, MN 55401, by telephone at (612) 334-6300 or by email at prospectus@chlm.com. The final terms of the offering will be disclosed in a final prospectus supplement to be filed with the SEC.

This press release shall not constitute an offer to sell, or a solicitation of an offer to buy these securities, nor shall there be any sale of these securities, in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.

ABOUT MAYVILLE ENGINEERING COMPANY

Founded in 1945, MEC is a leading U.S.-based, vertically-integrated, value-added manufacturing partner providing a full suite of manufacturing solutions from concept to production, including design, prototyping and tooling, fabrication, aluminum extrusion, coating, assembly and aftermarket components. Our customers operate in diverse end markets, including heavy- and medium-duty commercial vehicles, construction & access equipment, powersports, datacenter & critical power, agriculture, military and other end markets. Along with process engineering and development services, MEC maintains an extensive manufacturing infrastructure with 27 facilities, of which 22 are in use, across nine states. These facilities make it possible to offer conventional and CNC (computer numerical control) stamping, shearing, fiber laser cutting, forming, drilling, tapping, grinding, tube bending, machining, welding, assembly, and logistic services. MEC also possesses a broad range of finishing capabilities including shot blasting, e-coating, powder coating, wet spray and military grade chemical agent resistant coating (CARC) painting. For more information, please visit www.mecinc.com.

FORWARD-LOOKING STATEMENTS

This press release may contain forward-looking statements made pursuant to the Private Securities Litigation Reform Act of 1995. These statements include, but are not limited to, statements relating to the grant to the underwriters of an option to purchase additional shares. Words such as “anticipate,” “estimate,” “expect,” “intend,” “plan,” “confident,” “prospects,” “project,” “continuing,” “ongoing,” “believe,” “intend,” “may,” “will,” “should,” “could,” and other similar words and expressions are intended to signify forward-looking statements. Forward-looking statements are not guarantees of future results and conditions, but rather are subject to various risks and uncertainties. Actual results may differ materially from those indicated by such forward-looking statements as a result of various important factors, including: the uncertainties related to market conditions and the completion of the public offering on the anticipated terms or at all and other factors discussed in the “Risk Factors” section of the preliminary prospectus supplement to be filed with the SEC, MEC’s Annual Report on Form 10-K filed with the SEC on March 4, 2026, and the risks described in other filings that MEC may make with the SEC. Should any risks or uncertainties develop into actual events, these developments could have material adverse effects on the company's business, financial condition and results of operations. MEC disclaims all obligations to update any forward-looking statements.

INVESTOR CONTACT

Stefan Neely or Brian Hawthorne

(615) 844-6248

MEC@val-adv.com

Exhibit 99.2

MAYVILLE ENGINEERING COMPANY ANNOUNCES PRICING OF $86.9 MILLION UNDERWRITTEN PUBLIC OFFERING OF COMMON STOCK

MILWAUKEE, Wis., May 19, 2026 – Mayville Engineering Company (NYSE: MEC) (the “Company” or “MEC”), a leading value-added provider of design, prototyping and manufacturing solutions serving diverse end markets, today announced the pricing of its underwritten public offering of 4,348,000 shares of its common stock at a public offering price of $20 per share, for total gross proceeds of approximately $86.9 million, before deducting underwriting discounts and commissions and other offering expenses payable by MEC. All of the shares in the offering are being sold by MEC. In addition, MEC has granted the underwriters a 30-day option to purchase up to 652,000 additional shares of its common stock at the public offering price, less the underwriting discounts and commissions. The offering is expected to close on May 21, 2026, subject to the satisfaction of customary closing conditions.

William Blair & Company, L.L.C. and Craig-Hallum Capital Group LLC are acting as lead book-running managers for the offering. Northland Securities, Inc. is acting as a co-manager for the offering.

The shares are being offered by MEC pursuant to a shelf registration statement that was filed with the Securities and Exchange Commission (“SEC”) on March 7, 2024, as amended by Amendment No. 1 filed with the SEC on May 8, 2024 and declared effective by the SEC on May 20, 2024. The offering is being made only by means of a written prospectus supplement and the accompanying prospectus that form part of the registration statement. A preliminary prospectus supplement relating to and describing the terms of the offering has been filed with the SEC and may be obtained for free by visiting the SEC’s website at www.sec.gov. A final prospectus supplement relating to the offering will be filed with the SEC. When available, copies of the final prospectus supplement and the accompanying prospectus may also be obtained by contacting: William Blair & Company, L.L.C., Attention: Prospectus Department, 150 North Riverside Plaza, Chicago, Illinois 60606, by telephone at 1-800-621-0687 or by email at prospectus@williamblair.com and Craig-Hallum Capital Group LLC, Attention: Equity Capital Markets, 323 N Washington Ave., Suite 300, Minneapolis, MN 55401, by telephone at (612) 334-6300 or by email at prospectus@chlm.com.

ABOUT MAYVILLE ENGINEERING COMPANY

FORWARD-LOOKING STATEMENTS

This press release may contain forward-looking statements made pursuant to the Private Securities Litigation Reform Act of 1995. These statements include, but are not limited to, statements concerning the expected closing of the proposed offering and the anticipated use of proceeds from the offering. Words such as “anticipate,” “estimate,” “expect,” “intend,” “plan,” “confident,” “prospects,” “project,” “continuing,” “ongoing,” “believe,” “intend,” “may,” “will,” “should,” “could,” and other similar words and expressions are intended to signify forward-looking statements. Forward-looking statements are not guarantees of future results and conditions, but rather are subject to various risks and uncertainties. Actual results may differ materially from those indicated by such forward-looking statements as a result of various important factors, including: the uncertainties related to market conditions and the completion of the public offering on the anticipated terms or at all and other factors discussed in the “Risk Factors” section of the preliminary prospectus supplement to be filed with the SEC, MEC’s Annual Report on Form 10-K filed with the SEC on March 4, 2026, and the risks described in other filings that MEC may make with the SEC. Should any risks or uncertainties develop into actual events, these developments could have material adverse effects on the company's business, financial condition and results of operations. MEC disclaims all obligations to update any forward-looking statements.

INVESTOR CONTACT

Stefan Neely or Brian Hawthorne

(615) 844-6248

MEC@val-adv.com

Source: View Original Filing on SEC EDGAR

Filing Exhibits & Attachments

7 documents

MEC (NYSE: MEC) raises $86.9M in underwritten common stock sale

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