{"url_path":"/sec/mec/8-k/2026-05-21/item-1-01","section_key":"item-1-01","section_title":"Item 1.01 **","topic":"sec","document":{"doc_type":"8-K","doc_date":"2026-05-21","source_url":"https://www.sec.gov/Archives/edgar/data/1766368/0001104659-26-064802-index.html","accession_number":"0001104659-26-064802","cik":"0001766368","ticker":"MEC","issuer_name":"Mayville Engineering Company, Inc.","edgar_url":"https://www.sec.gov/Archives/edgar/data/1766368/0001104659-26-064802-index.html","primary_entity_key":"0001766368","primary_entity_name":"Mayville Engineering Company, Inc."},"word_count":486,"has_tables":true,"body_markdown":"**Item 1.01.**\n\n**Entry into a Material Definitive Agreement**\n\nOn 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”).\n\nUnder 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.\n\nThe 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.\n\nThe 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.\n\nThe 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%.\n\nThe 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.\n\nA 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."}