MEC (NYSE: MEC) raises $86.9M in underwritten common stock sale
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.
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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
Key Figures
Key Terms
underwritten public offering financial
shelf registration statement regulatory
senior secured revolving credit facility financial
prospectus supplement regulatory
forward-looking statements regulatory
book-running managers financial
Offering Details
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
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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:
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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).
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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.
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 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.
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 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