Mayville Engineering (NYSE: MEC) cuts revolver and revises leverage covenants

Rhea-AI Filing Summary

Mayville Engineering Company, Inc. amended its Amended and Restated Credit Agreement on February 25, 2026, signing a Third Amendment that reshapes its senior secured revolving credit facility and key financial covenants.

The amendment reduces the total revolver commitment by $75,000,000 to $275,000,000 and adds two higher pricing levels that apply when the consolidated total leverage ratio is at or above 4.00 to 1.00 and 5.00 to 1.00. It also increases the permitted maximum consolidated total leverage ratio to as high as 5.25 to 1.00 for March 31, 2026 and June 30, 2026, then stepping down to 5.00 to 1.00 on September 30, 2026 and 4.00 to 1.00 on December 31, 2026, before returning to 3.50 to 1.00 from March 31, 2027 onward. The minimum consolidated interest coverage ratio is set at 3.00 to 1.00 through March 31, 2026, 2.75 to 1.00 from June 30, 2026 through December 31, 2026, and 3.00 to 1.00 from March 31, 2027. The amendment further tightens certain operational covenants, including limits on permitted acquisitions during the 2026 fiscal year.

Insights

Credit and capital structure analyst

MEC trades revolver size for looser leverage and coverage covenants.

Mayville Engineering Company reduced its senior secured revolver commitment to $275,000,000 while negotiating higher permitted leverage and temporarily lower interest coverage thresholds. This balances smaller committed liquidity against more room under financial tests during a defined transition period.

The maximum consolidated total leverage ratio can reach 5.25% to 1.00 for the quarters ending March 31, 2026 and June 30, 2026, then steps down through December 31, 2026 before normalizing at 3.50 to 1.00 from March 31, 2027. Minimum interest coverage eases to 2.75 to 1.00 for the second half of 2026.

The amendment also tightens operational covenants, including acquisition limits in fiscal 2026, which may constrain expansion via deals. Overall impact depends on the company’s actual borrowing levels and performance relative to these revised leverage and coverage thresholds in upcoming reporting periods.

8-K Event Classification

3 items: 1.01, 2.03, 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 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement Financial

The company incurred a new significant debt or off-balance-sheet obligation.

Item 9.01 Financial Statements and Exhibits Exhibits

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

Understanding 8-K Material Events →

0001766368false00017663682026-02-252026-02-25

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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): February 25, 2026

Mayville Engineering Company, Inc.

(Exact name of registrant as specified in its charter)

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

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☐	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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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.      ☐

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Item 1.01. Entry into a Material Definitive Agreement

On February 25, 2026, Mayville Engineering Company, Inc. (the “Company”) entered into the Third Amendment (the “Third Amendment”) to its Amended and Restated Credit Agreement, dated as of June 28, 2023, by and among Mayville Engineering Company, Inc., certain subsidiaries of Mayville Engineering Company, as guarantors, the lenders from time-to-time party thereto, and Wells Fargo Bank, National Association, as Administrative Agent for the lenders (as amended to date, including by the Third Amendment, the “Amended and Restated Credit Agreement”). The Third Amendment (i) decreased the total commitment size of the senior secured revolver by $75,000,000, to $275,000,000; (ii) added two additional pricing levels to apply during periods when the consolidated total leverage ratio under the Amended and Restated Credit Agreement is equal to or greater than 4.00 to 1.00 and 5.00 to 1.00, respectively; (iii) provided for increases to the permitted maximum consolidated total leverage ratio under the Amended and Restated Credit Agreement (from 3:50 to 1:00 or 4:00 to 1:00 for each of the four quarters following an acquisition to the corresponding ratios below) and decreases to the permitted consolidated interest coverage ratio under the Amended and Restated Credit Agreement (from 3:00 to 1:00 to the corresponding ratios below); and (iv) further restricted certain operational covenants of the Company under the Credit Agreement, including restrictions on permitted acquisitions, during the Company’s 2026 fiscal year, among other things.

Under the Amended and Restated Credit Agreement, the following are the permitted Consolidated Total Leverage Ratios (as defined in the Amended and Restated Credit Agreement):

Period	Maximum Ratio
Closing Date through December 31, 2025	4.00 to 1.00
March 31, 2026 and June 30, 2026	5.25 to 1.00
September 30, 2026	5.00 to 1.00
December 31, 2026	4.00 to 1.00
March 31, 2027 and thereafter	3.50 to 1.00

Under the Amended and Restated Credit Agreement, the following are the permitted Consolidated Interest Coverage Ratios (as defined in the Amended and Restated Credit Agreement):

Period	Minimum Ratio
Closing Date through March 31, 2026	3.00 to 1.00
June 30, 2026 through December 31, 2026	2.75 to 1.00
March 31, 2027 and thereafter	3.00 to 1.00

Certain lender parties to the Amended and Restated Credit Agreement and certain of their respective affiliates have performed in the past, and may from time to time perform in the future, commercial banking, investment banking and other financial advisory services for the Company and its affiliates for which they have received, and/or will receive, customary fees and expenses.

The foregoing description of the Third Amendment to the Amended and Restated Credit Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Third Amendment, and the Amended and Restated Credit Agreement, a copy of which is attached hereto as Exhibit 10.2 and incorporated herein by reference.

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Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

The information set forth under Item 1.01 of this Current Report on Form 8-K is incorporated herein by reference.

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.

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EXHIBIT INDEX

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Exhibit Number	​	Description
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10.1	​	Second Amendment, dated as of August 15, 2025, to Amended and Restated Credit Agreement, dated as of June 28, 2023, as amended by that First Amendment, dated as of June 26, 2025, by and among Mayville Engineering Company, Inc., certain subsidiaries of Mayville Engineering Company, as guarantors, the lenders from time-to-time party thereto, and Wells Fargo Bank, National Association, as Administrative Agent for the lenders.
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10.2	​	Third Amendment, dated as of February 25, 2026, to Amended and Restated Credit Agreement, dated as of June 28, 2023, as amended by that First Amendment, dated as of June 26, 2025 and that Second Amendment, dated as of August 15, 2026, by and among Mayville Engineering Company, Inc., certain subsidiaries of Mayville Engineering Company, as guarantors, the lenders from time-to-time party thereto, and Wells Fargo Bank, National Association, as Administrative Agent for the lenders (including a full conformed copy of the credit agreement, as amended by the third amendment).
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104	​	Cover Page Interactive Data File (embedded within the Inline XBRL document).
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SIGNATURES

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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.

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​	MAYVILLE ENGINEERING COMPANY, INC.
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Date: February 26, 2026	By:	/s/ Sean P. Leuba
​	​	Sean P. Leuba
​	​	Senior Vice President, General Counsel and Secretary

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FAQ

What did Mayville Engineering Company (MEC) change in its credit facility?

Mayville Engineering Company amended its existing credit agreement, reducing the senior secured revolving credit facility commitment to $275 million and revising leverage and interest coverage covenants. The Third Amendment also tightens some operational covenants, including restrictions on certain acquisitions during the company’s 2026 fiscal year.

How much was MEC’s revolver reduced under the Third Amendment?

The senior secured revolving credit commitment was reduced by $75 million to a new total of $275 million. This reflects a smaller committed borrowing capacity while the company simultaneously obtained higher permitted leverage levels and adjusted interest coverage requirements over the next several fiscal quarters.

What are the new maximum leverage ratios for MEC under the amended agreement?

The permitted consolidated total leverage ratio is set at up to 4.00 to 1.00 through December 31, 2025, 5.25 to 1.00 for March 31 and June 30, 2026, 5.00 to 1.00 for September 30, 2026, 4.00 to 1.00 for December 31, 2026, and 3.50 to 1.00 from March 31, 2027 onward.

How did MEC’s minimum interest coverage covenants change in this amendment?

The minimum consolidated interest coverage ratio is 3.00 to 1.00 through March 31, 2026, then 2.75 to 1.00 from June 30, 2026 through December 31, 2026, and 3.00 to 1.00 from March 31, 2027. These levels provide temporary covenant relief before returning to a higher requirement.

Does the amended credit agreement restrict MEC’s acquisition activity in 2026?

Yes. The Third Amendment further restricts certain operational covenants, including limitations on permitted acquisitions during Mayville Engineering Company’s 2026 fiscal year. These tighter restrictions are part of a broader package of revised leverage, interest coverage, and pricing terms negotiated with the lending group.

Who is the administrative agent under MEC’s Amended and Restated Credit Agreement?

Wells Fargo Bank, National Association, acts as the administrative agent for the lenders under Mayville Engineering Company’s Amended and Restated Credit Agreement. Various lender parties and their affiliates have provided, and may continue providing, commercial and investment banking services to the company for customary fees.

Filing Exhibits & Attachments

5 documents

Agreements & Contracts

• EX-10.1 EX-10.1 65.3 KB
• EX-10.2 EX-10.2 1.5 MB

Other Documents

• EX-101 EX-101.SCH 2.6 KB
• EX-101 EX-101.LAB 14.9 KB
• EX-101 EX-101.PRE 9.7 KB