10-Q - MEC - Equibles

Table of Contents

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM 10-Q

(Mark One)

☒	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended June 30, 2025

☐	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from **** to

Commission File Number: 001-38894

Mayville Engineering Company, Inc.

(Exact Name of Registrant as Specified in its Charter)

Wisconsin	39-0944729
(State or other jurisdiction of<br><br>incorporation or organization)	(I.R.S. Employer<br><br>Identification No.)
135 S. 84th Street, Suite 300<br><br>Milwaukee , Wisconsin	53214
(Address of principal executive offices)	(Zip Code)

Registrant’s telephone number, including area code: ( 414 ) 381-2860

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

		<br><br>		<br><br>
Title of each class		Trading<br><br>Symbol(s)		Name of each exchange<br><br>on which registered
Common Stock, no par value		MEC		New York Stock Exchange

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer	☐	Accelerated filer	☒
Non-accelerated filer	☐	Smaller reporting company	☐
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. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

As of August 1, 2025, the registrant had 20,317,825 shares of common stock, no par value per share, outstanding.

Table of Contents Table of Contents

		Page
PART I.	FINANCIAL INFORMATION	5
Item 1.	Financial Statements (Unaudited)	5

	Condensed Consolidated Balance Sheets	5

	Condensed Consolidated Statements of Comprehensive Income (Loss)	6

	Condensed Consolidated Statements of Cash Flows	7

	Condensed Consolidated Statements of Shareholders’ Equity	8

	Notes to Condensed Consolidated Financial Statements	9

Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	21

Item 3.	Quantitative and Qualitative Disclosures About Market Risk	29

Item 4.	Controls and Procedures	30

PART II.	OTHER INFORMATION	32

Item 1.	Legal Proceedings	32

Item 1A.	Risk Factors	32

Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	32

Item 5.	Other Information	32

Item 6.	Exhibits	33

Signatures		34

Table of Contents CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS

Certain matters discussed in this Quarterly Report on Form 10-Q contain forward-looking statements that involve risks and uncertainties, such as statements related to future events, business strategy, future performance, future operations, financial position, estimated revenues and losses, projected costs, prospects, plans and objectives of management. All statements other than statements of historical fact may be forward-looking statements. Forward-looking statements are often, but not always, identified by the use of words such as “seek,” “anticipate,” “plan,” “continue,” “estimate,” “expect,” “may,” “will,” “project,” “predict,” “potential,” “targeting,” “intend,” “could,” “might,” “should,” “believe” and similar expressions or their negative. Forward-looking statements should not be read as a guarantee of future performance or results, and will not necessarily be accurate indications of the times at, or by, which such performance or results will be achieved. Forward-looking statements are based on management’s belief, based on currently available information, as to the outcome and timing of future events. These statements involve estimates, assumptions, known and unknown risks, uncertainties and other factors that may cause actual results or events to differ materially from those expressed in such forward-looking statements. Mayville Engineering Company, Inc. (MEC, the Company, we, our, us or similar terms) believes the expectations reflected in the forward-looking statements contained in this Quarterly Report on Form 10-Q are reasonable, but no assurance can be given that these expectations will prove to be correct. Forward-looking statements should not be unduly relied upon.

Important factors that could cause actual results or events to differ materially from those expressed in forward-looking statements include, but are not limited to, those described in “Risk Factors” in Part I, Item 1A of our Annual Report on Form 10-K for the year ended December 31, 2024, filed with the Securities and Exchange Commission (the SEC) on March 6, 2025, as such may be amended or supplemented in Part II, Item 1A of our subsequently filed Quarterly Reports on Form 10-Q (including this report) and the following:

●	Macroeconomic conditions, including inflation, elevated interest rates, labor availability, material cost pressures and inconsistent customer demand, have had, and may continue to have, a negative impact on our business, financial condition, cash flows and results of operations (including future uncertain impacts);

●	risks relating to developments in the industries in which our customers operate;
●	risks related to scheduling production accurately and maximizing efficiency;
---	---
●	our ability to realize net sales represented by our awarded business;
---	---
●	failure to compete successfully in our markets;
---	---
●	our ability to maintain our manufacturing, engineering and technological expertise;
---	---
●	the loss of any of our large customers or the loss of their respective market shares;
---	---
●	volatility in the prices or availability of raw materials critical to our business;
---	---
●	geopolitical and economic developments, including foreign trade relations and associated tariffs;
---	---
●	risks related to entering new markets;
---	---
●	our ability to recruit and retain our key executive officers, managers and trade-skilled personnel;
---	---
●	manufacturing risks, including delays and technical problems, issues with third-party suppliers, environmental risks and applicable statutory and regulatory requirements;
---	---
●	our ability to successfully identify or integrate acquisitions;
---	---
●	our ability to develop new and innovative processes and gain customer acceptance of such processes;
---	---
●	risks related to our information technology systems and infrastructure;
---	---

Table of Contents

●	results of legal disputes, including product liability, intellectual property infringement and other claims;
●	risks associated with our capital-intensive industry;
---	---
●	risks related to our treatment as an S Corporation prior to the consummation of our initial public offering of common stock (IPO);
---	---
●	risks related to our employee stock ownership plan’s treatment as a tax-qualified retirement plan; and
---	---
●	our ability to remediate the material weakness in internal control over financial reporting identified in preparing our financial statements included in our Annual Report on Form 10-K for the year ended December 31, 2024, and to subsequently maintain effective internal control over financial reporting.
---	---

These factors are not necessarily all of the important factors that could cause actual results or events to differ materially from those expressed in forward-looking statements. Other unknown or unpredictable factors could also cause actual results or events to differ materially from those expressed in the forward-looking statements. All forward-looking statements attributable to us are qualified in their entirety by this cautionary statement. Forward-looking statements speak only as of the date hereof. We undertake no obligation to update or revise any forward-looking statements after the date on which any such statement is made, whether as a result of new information, future events or otherwise, except as required by federal securities laws.

Table of Contents PART I—FINANCIAL INFORMATION

Item 1. Financial Statements.

Mayville Engineering Company, Inc. and Subsidiaries

Condensed Consolidated Balance Sheets

(in thousands, except share amounts)

(unaudited)


	****	June 30,		****	December 31,
		2025			2024
ASSETS
Cash and cash equivalents		$	206		$	206
Receivables, net of allowances for doubtful accounts of $294 at June 30, 2025<br>and $248 at December 31, 2024			51,329			49,782
Inventories, net			53,947			54,756
Tooling in progress			3,778			4,761
Prepaid expenses and other current assets			4,468			3,439
Total current assets			113,728			112,944
Property, plant and equipment, net			147,313			156,528
Assets held for sale			1,402			1,402
Goodwill			92,650			92,650
Intangible assets, net			48,268			51,734
Operating lease assets			28,775			28,615
Other long-term assets			1,609			1,697
Total assets		$	433,745		$	445,570
LIABILITIES AND SHAREHOLDERS’ EQUITY
Accounts payable		$	46,606		$	39,119
Current portion of operating lease obligation			5,258			4,914
Accrued liabilities:
Salaries, wages, and payroll taxes			7,740			5,094
Bonuses and deferred compensation			1,859			4,626
Other current liabilities			8,133			10,839
Total current liabilities			69,596			64,592
Bank revolving credit notes			69,280			79,725
Operating lease obligation, less current maturities			25,270			25,412
Deferred compensation, less current portion			4,319			4,719
Deferred income tax liability			15,756			16,831
Other long-term liabilities			2,681			2,538
Total liabilities		$	186,902		$	193,817
Commitments and contingencies (see Note 8)
Common shares, no par value, 75,000,000 authorized, 22,487,311 shares issued at<br>June 30, 2025 and 22,300,106 at December 31, 2024			—			—
Additional paid-in-capital			207,850			207,076
Retained earnings			59,009			60,086
Treasury shares at cost, 2,187,334 shares at June 30, 2025 and 1,883,198 at <br>December 31, 2024			(20,016)			(15,409)
Total shareholders’ equity			246,843			251,753
Total liabilities and shareholders' equity		$	433,745		$	445,570

The accompanying notes are an integral part of these Condensed Consolidated Financial Statements.

Table of Contents Mayville Engineering Company, Inc. and Subsidiaries

Condensed Consolidated Statements of Comprehensive Income (Loss)

(in thousands, except share amounts and per share data)

(unaudited)


		Three Months Ended						Six Months Ended
		June 30,						June 30,
	****	2025		****	2024		****	2025		****	2024		****
Net sales		$	132,328		$	163,636		$	267,907		$	324,905
Cost of sales			118,704			141,359			238,755			281,696
Amortization of intangible assets			1,733			1,733			3,466			3,466
Bonuses and deferred compensation			1,525			4,133			4,850			7,933
Other selling, general and administrative expenses			10,290			8,261			19,182			16,030	****
Income from operations	****		76			8,150			1,654			15,780
Interest expense			(1,398)			(2,969)			(2,965)			(6,324)
Income (loss) before taxes			(1,322)			5,181			(1,311)			9,456
Income tax expense (benefit)			(225)			1,399			(234)			2,433
Net income (loss) and comprehensive income (loss)		$	(1,097)		$	3,782		$	(1,077)		$	7,023

Earnings (loss) per share:		****	****		****	****		****	****		****	****
Basic		$	(0.05)		$	0.18		$	(0.05)		$	0.34
Diluted		$	(0.05)		$	0.18		$	(0.05)		$	0.34

Weighted average shares outstanding:		****	****		****	****		****			****
Basic			20,514,496			20,602,650			20,517,579			20,544,292
Diluted			20,699,151			21,034,780			20,718,822			20,914,499

The accompanying notes are an integral part of these Condensed Consolidated Financial Statements.

Table of Contents Mayville Engineering Company, Inc. and Subsidiaries

Condensed Consolidated Statements of Cash Flows

(in thousands)

(unaudited)


		Six Months Ended
		June 30,
	****	2025		****	2024		****
CASH FLOWS FROM OPERATING ACTIVITIES
Net income (loss)		$	(1,077)		$	7,023
Adjustments to reconcile net income (loss) to net cash provided by operating activities:
Depreciation			15,619			15,179
Amortization			3,466			3,466
Allowance for doubtful accounts			46			12
Inventory excess and obsolescence reserve			(187)			(164)
Stock-based compensation expense			2,108			2,495
Loss on disposal of property, plant and equipment			5			2
Deferred compensation			732			451
Non-cash lease expense			2,644			2,702
Other non-cash adjustments			141			143
Changes in operating assets and liabilities:
Accounts receivable			(1,593)			(10,420)
Inventories			996			7,130
Tooling in progress			983			(617)
Prepaids and other current assets			(168)			(1,951)
Accounts payable			7,390			6,391
Deferred income taxes			(1,075)			1,764
Operating lease obligations			(2,596)			(2,535)
Accrued liabilities			(4,127)			2,829
Net cash provided by operating activities			23,307			33,900
CASH FLOWS FROM INVESTING ACTIVITIES		****	****		****	****
Purchases of property, plant and equipment			(5,408)			(6,874)
Proceeds from sale of property, plant and equipment			6			107
Net cash used in investing activities			(5,402)			(6,767)
CASH FLOWS FROM FINANCING ACTIVITIES		****			****	****
Proceeds from bank revolving credit notes			560,363			273,536
Payments on bank revolving credit notes			(570,808)			(298,967)
Repayments of other long-term debt			—			(306)
Payments of financing costs			(793)			—
Shares withheld for employees' taxes			(1,335)			(758)
Purchase of treasury stock			(4,607)			(998)
Payments on finance leases			(725)			(343)
Proceeds from the exercise of stock options			—			345
Net cash used in financing activities			(17,905)			(27,491)
Net increase (decrease) in cash and cash equivalents			—			(358)
Cash and cash equivalents at beginning of period			206			672
Cash and cash equivalents at end of period		$	206		$	314

Supplemental disclosure of cash flow information:		****	****		****	****
Cash paid for interest		$	3,208		$	5,577
Cash paid for income taxes		$	2,301		$	796
Non-cash property, plant and equipment		$	1,129		$	1,492

The accompanying notes are an integral part of these Condensed Consolidated Financial Statements.

Table of Contents Mayville Engineering Company, Inc. and Subsidiaries

Condensed Consolidated Statements of Shareholders’ Equity

(in thousands)

(unaudited)


		Shareholders' Equity
		Additional			Treasury			Retained
	****	Paid-in-Capital		****	Shares		****	Earnings		****	Total
Balance as of December 31, 2024		$	207,076		$	(15,409)		$	60,086		$	251,753
Net income			—			—			20			20
Share repurchases			—			(1,747)			—			(1,747)
Stock-based compensation			1,101			—			—			1,101
Restricted stock units net of employee tax withholding			(1,170)			—			—			(1,170)
Balance as of March 31, 2025		$	207,007		$	(17,156)		$	60,106		$	249,957
Net loss			—			—			(1,097)			(1,097)
Purchase of treasury stock			—			(2,860)			—			(2,860)
Stock-based compensation			1,007			—			—			1,007
Stock options exercised net of employee tax withholding			(164)			—			—			(164)
Balance as of June 30, 2025		$	207,850		$	(20,016)		$	59,009		$	246,843

		Shareholders' Equity
		Additional			Treasury			Retained
	****	Paid-in-Capital		****	Shares		****	Earnings		****	Total
Balance as of December 31, 2023		$	205,373		$	(9,513)		$	34,118		$	229,978
Net income			—			—			3,241			3,241
Stock-based compensation			1,157			—			—			1,157
Stock options exercised net of employee tax withholding			185			—			—			185
Restricted stock units net of employee tax withholding			(524)			—			—			(524)
Balance as of March 31, 2024		$	206,191		$	(9,513)		$	37,359		$	234,037
Net income			—			—			3,782			3,782
Purchase of treasury stock			—			(998)			—			(998)
Stock-based compensation			1,338			—			—			1,338
Stock options exercised net of employee tax withholding			(75)			—			—			(75)
Balance as of June 30, 2024		$	207,454		$	(10,511)		$	41,141		$	238,084

The accompanying notes are an integral part of these Condensed Consolidated Financial Statements.

Table of Contents Mayville Engineering Company, Inc. and Subsidiaries

Notes to Condensed Consolidated Financial Statements

(in thousands except share amounts, per share data, years and ratios)

(unaudited)

Note 1. Basis of presentation

The interim unaudited Condensed Consolidated Financial Statements of Mayville Engineering Company, Inc. and subsidiaries (MEC, the Company, we, our, us or similar terms) presented here have been prepared in accordance with the accounting principles generally accepted in the United States of America (GAAP) and with instructions to Form 10-Q and Article 10 of Regulation S-X. They reflect all adjustments which are, in the opinion of management, necessary for a fair presentation of the results of operations and financial position for the interim unaudited periods presented. All intercompany balances and transactions have been eliminated in consolidation.

Certain information and footnote disclosures normally included in financial statements prepared in accordance with GAAP have been condensed or omitted. These interim unaudited Condensed Consolidated Financial Statements should be read in conjunction with the Company’s consolidated financial statements and notes thereto for the year ended December 31, 2024, included in the Company’s Annual Report on Form 10-K. A summary of the Company’s significant accounting policies is included in the Company’s 2024 financial statements in the Annual Report on Form 10-K. The Company followed these policies in preparation of the interim unaudited Condensed Consolidated Financial Statements except for new accounting pronouncements adopted as described below.

Nature of Operations

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, agriculture, military and other end markets. Founded in 1945 and headquartered in Milwaukee, Wisconsin, we are a leading Tier I U.S. supplier of highly engineered components to original equipment manufacturer (OEM) customers with leading positions in their respective markets. The Company operates 27 facilities, of which 26 are in operation, located in Arkansas, Illinois, North Carolina, Michigan, Mississippi, Ohio, Pennsylvania, Virginia, and Wisconsin. In connection with the acquisition of Accu-Fab, LLC (Accu-Fab), as discussed in Note 18 – Subsequent Events, four facilities were added which were located in Illinois and North Carolina. Our engineering expertise and technical know-how allow us to add value through every product redevelopment cycle (generally every three to five years for our customers).

Our one operating segment focuses on producing metal components that are used in a broad range of heavy- and medium-duty commercial vehicles, construction & access equipment, powersports, agricultural, military and other products.

Recent Accounting Pronouncements

In November 2024, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) 2024-03, Expense Disaggregation Disclosures, amending Accounting Standards Codification (ASC) 220, Income Statement – Reporting Comprehensive Income. The amendment requires an entity to provide a disclosure within the financial statement footnotes showing the disaggregation of certain expenses included in relevant expense captions on the consolidated income statement, with a qualitative description of the amounts that are not separately disaggregated quantitatively. The guidance also requires disclosure of the total amount of selling expenses and, in annual reporting periods, an entity’s definition of selling expenses. ASU 2024-03 is effective for fiscal years beginning after December 15, 2026 and for interim periods beginning after December 15, 2027. The guidance is applied on a prospective basis, with a retrospective option and allows for early adoption. The Company is evaluating the potential impact of this guidance on the consolidated financial statements.

In December 2023, the FASB issued ASU 2023-09, Improvements to Income Tax Disclosures, amending ASC 740, Income Taxes. The amendment is intended to enhance the transparency about income tax information through improvements to income tax disclosures primarily related to the rate reconciliation and income taxes paid information. The amendments require that on an annual basis, entities disclose specific categories in the rate reconciliation and provide additional information for reconciling items that meet a quantitative threshold. In addition, the amendments require that entities disclose additional information about income taxes paid as well as additional disclosures of pretax income and income tax expense and remove the requirement to disclose certain items that are 9

Table of Contents no longer considered cost beneficial or relevant. ASU 2023-09 is effective for fiscal years beginning after December 15, 2024, with early adoption permitted. We believe this standard will expand our disclosures but will not have a material impact on our consolidated financial statements. We will adopt this standard in the fourth quarter of 2025.

Note 2. Select balance sheet data

Inventory

Inventories are stated at the lower of cost, determined on the first-in, first-out method, or net realizable value. Net realizable value is the estimated selling price in the ordinary course of business, less reasonably predictable costs of completion, disposal and transportation. Work-in-process and finished goods are valued at production costs consisting of material, labor, and overhead.

Inventories as of June 30, 2025 and December 31, 2024 consist of:


		June 30,			December 31,
	****	2025		****	2024
Finished goods and purchased parts		$	24,526		$	25,952
Raw materials			19,595			19,386
Work-in-process			9,826			9,418
Total		$	53,947		$	54,756

Property, plant and equipment

Property, plant and equipment as of June 30, 2025 and December 31, 2024 consist of:


	****	Useful Lives		****	June 30,		****	December 31,
		Years			2025			2024
Land			Indefinite		$	2,564		$	2,564
Land improvements			15-39			4,486			4,261
Building and building improvements			15-39			79,799			79,553
Machinery, equipment and tooling			3-10			313,515			310,300
Vehicles			5			4,411			4,377
Office furniture and fixtures			3-7			25,320			23,034
Construction in progress			N/A			2,625			3,263
Total property, plant and equipment, gross						432,720			427,352
Less accumulated depreciation						285,407			270,824
Total property, plant and equipment, net					$	147,313		$	156,528

Depreciation expense was $7,870 and $7,658 for the three months ended June 30, 2025 and 2024, respectively, and $15,619 and $15,179 for the six months ended June 30, 2025 and 2024, respectively.

Additionally, the Company completed the closure of its Wautoma, WI manufacturing facility during the fourth quarter of the prior year period. The net amount of property, plant and equipment associated with the facility was $1,402, which is classified in assets held for sale on the Condensed Consolidated Balance Sheets as of June 30, 2025 and December 31, 2024.

Goodwill

There was no change to the goodwill balance of $92,650 between December 31, 2024 and June 30, 2025.

Table of Contents Intangible Assets

The following is a listing of definite-lived intangible assets, the useful lives in years (amortization period) and accumulated amortization as of June 30, 2025 and December 31, 2024:


					June 30, 2025
		Useful Lives			Gross Carrying			Accumulated		****
	****	Years		****	Amount		****	Amortization			Net
Amortizable intangible assets:
Customer relationships and contracts			9-17		$	96,040		$	60,208	$	35,832
Trade name			10			14,780			9,663		5,117
Developed technology			7			4,900			1,400		3,500
Patents			19			24			16		8
Total intangible assets, net					$	115,744		$	71,287	$	44,457


					December 31, 2024
		Useful Lives			Gross Carrying			Accumulated		****
	****	Years		****	Amount		****	Amortization			Net
Amortizable intangible assets:
Customer relationships and contracts			9-17		$	96,040		$	57,832	$	38,208
Trade name			10			14,780			8,924		5,856
Non-compete agreements			5			8,800			8,800		—
Developed technology			7			4,900			1,050		3,850
Patents			19			24			15		9
Total intangible assets, net					$	124,544		$	76,621	$	47,923

Additionally, the Company reported an indefinite lived non-amortizable brand name asset with a balance of $3,811 as of June 30, 2025 and December 31, 2024.

Changes in intangible assets between December 31, 2024 and June 30, 2025 consist of:


Balance as of December 31, 2024	$	51,734
Amortization expense		(3,466)
Balance as of June 30, 2025	$	48,268

Amortization expense was $1,733 for each of the three months ended June 30, 2025 and 2024, and $3,466 for each of the six months ended June 30, 2025 and 2024.

Future amortization expense is expected to be as followed:


Year ending December 31,
2025 (remainder)	$	3,466
2026	$	6,933
2027	$	6,933
2028	$	6,877
2029	$	5,455
Thereafter	$	14,793

Note 3. Debt

Bank Revolving Credit Notes

Table of Contents Agreement provides for a $350,000 revolving credit facility, with a letter of credit sub-facility, and a swingline facility in an aggregate amount of $25,000. All amounts borrowed under the credit agreement mature on June 28, 2028.

The Credit Agreement contains usual and customary negative covenants for agreements of this type, including, but not limited to, restrictions on our ability to, subject to certain exceptions, create, incur or assume indebtedness; create, incur, assume or suffer to exist liens; make certain investments; allow our subsidiaries to merge or consolidate with another entity; make certain asset dispositions; pay certain dividends or other distributions to shareholders; enter into transactions with affiliates; enter into sale leaseback transactions; and exceed the limits on annual capital expenditures. The Credit Agreement also requires us to satisfy certain financial covenants, including a minimum consolidated interest coverage ratio of 3.00 to 1.00 as well as a consolidated total leverage ratio not to exceed 3.50 to 1.00.

The Company entered into an amendment (First Amendment) to the Credit Agreement on June 26, 2025. The First Amendment increased the amount of total allowable borrowings under the revolving credit facility to $350,000 from $250,000, by exercising the previously available $100,000 accordion feature. All other material terms of the credit agreement, including applicable interest rates, remained unchanged.

The Company incurred financing costs of $793 associated with executing the First Amendment, with the short-term and long-term balance of $264 and $529, respectively, recorded in prepaid expenses and other current assets and other long-term assets in the Condensed Consolidated Balance Sheets. These deferred financing costs will be amortized over the remaining duration of the agreement.

At June 30, 2025, our consolidated total leverage ratio was 1.36 to 1.00 as compared to a covenant maximum of 3.50 to 1.00 under the Credit Agreement.

At June 30, 2025, our consolidated interest coverage ratio was 5.59 to 1.00 as compared to a covenant minimum of 3.00 to 1.00 under the Credit Agreement.

Under the Credit Agreement, interest is payable quarterly at the adjusted secured overnight financing rate (SOFR) plus an applicable margin based on the current consolidated total leverage ratio (which may be adjusted for certain reserve requirements), plus 1.25% to 2.75% depending on the current consolidated total leverage ratio. Under certain circumstances, we may not be able to pay interest based on SOFR. If that happens, we will be required to pay interest at the Base Rate, which is the sum of the higher of (i) the Prime Rate (as publicly announced by the Agent from time to time), (ii) the Federal Funds Rate plus 0.50%, and (iii) Adjusted Term SOFR for a one-month tenor in effect on such day plus 1.00%. The interest rate was 5.66% and 6.55% as of June 30, 2025 and December 31, 2024, respectively. Additionally, the agreement has a fee on the average daily unused portion of the aggregate unused revolving commitments. This fee was 0.20% and 0.25% as of June 30, 2025 and December 31, 2024, respectively.

The Company was in compliance with all financial covenants of its credit agreements as of June 30, 2025 and December 31, 2024. The amount borrowed on the revolving credit notes was $69,280 and $79,725 as of June 30, 2025 and December 31, 2024, respectively.

Other Debt

Additionally, the Company has a Fond du Lac County and Fond du Lac Economic Development Corporation term note (Fond du Lac Term Note). The Fond du Lac Term Note is secured by a security agreement, payable in annual installments of $500 plus interest at 2.00% and is due in full in December 2028. The balance outstanding as of June 30, 2025 and December 31, 2024 was $1,875. The short-term and long-term balance of $500 and $1,375, respectively, are recorded in other current liabilities and other long-term liabilities in the Condensed Consolidated Balance Sheets, respectively.

Note 4. Leases

The Company has real property operating leases for office and manufacturing space. Operating leases for the Company’s personal property consist of leases for office equipment, vehicles, forklifts and storage tanks for bulk gases. The Company recognizes a right-of-use (ROU) asset and a lease liability for operating leases based on the net present value of future minimum lease payments. 12

Table of Contents Lease expense for the Company’s operating leases is recognized on a straight-line basis over the lease term, including renewal periods that are considered reasonably certain. The Company has not elected to recognize right-of-use assets or lease liabilities for leases with a term of twelve months or less.

The Company has finance leases for equipment used throughout its office and manufacturing facilities. The Company recognizes an ROU asset and a lease liability for finance leases based on the net present value of future minimum lease payments. Lease expense for the Company’s finance leases is comprised of the amortization of the ROU asset and interest expense recognized based on the effective interest method.

Variable lease expense is related to certain of the Company’s real property leases and personal property leases, and it generally consists of property tax and insurance components that are for the benefit of the lessor (real property leases) and variable overage fees (personal property leases) that are remitted as part of the Company’s lease payments.

The components of lease expense were as follows:


		Three Months Ended				Six Months Ended
		June 30,				June 30,
		2025		2024		2025		2024
Finance lease cost:
Amortization of finance lease assets		$	181	$	119	$	314	$	223
Interest on finance lease liabilities			18		12		27		20
Total finance lease expense			199		131		341		243
Operating lease expense			1,321		1,353		2,647		2,693
Short-term lease expense			326		159		477		311
Variable lease expense			49		60		164		112
Lease income ^(1)^			(547)		(537)		(1,094)		(1,069)
Total lease expense		$	1,348	$	1,166	$	2,535	$	2,290
(1)	The Company subleased a portion of its Hazel Park, MI facility starting in June 2022. Lease income for the three months ended June 30, 2025 and 2024 was $547 and $537, respectively, and $1,094 and $1,069 for the six months ended June 30, 2025 and 2024, respectively.
---	---

The lease related supplemental cash flow information is as follows:


	Six Months Ended
	June 30,
	2025		****	2024
Cash paid for amounts included in the measurement of lease liabilities for finance leases:
Operating cash flows	$	21		$	20
Financing cash flows	$	725		$	343

Cash paid for amounts included in the measurement of lease liabilities for operating leases:
Operating cash flows	$	3,074		$	2,980

Right-of-use assets obtained in exchange for recorded lease obligations:
Operating leases	$	2,798		$	337
Finance leases	$	911		$	383

Note 5. Employee stock ownership plan

Under the Mayville Engineering Company, Inc. Employee Stock Ownership Plan (ESOP), the Company can make annual discretionary contributions to the trust for the benefit of eligible employees in the form of cash or shares of common stock of the Company subject to the Board of Directors’ approval. The Company recorded no ESOP expense for the three and six months ended June 30, 2025 and 2024. 13

Table of Contents As of January 1, 2025, the Company amended the plan reducing the distribution period from three years to full distribution on the annual distribution date of the year following separation from the Company.

Additionally, as of January 1, 2025, the in-service diversification percentage allowed increased from 25% at age 50 with 10 years of service to 50% and at age 55 with 10 years of service, the percentage allowed increased from 50% to 75%.

At various times following death, disability, retirement, termination of employment or the exercise of diversification rights, an ESOP participant is entitled to receive their ESOP account balance in accordance with various distribution methods as permitted under the policies adopted by the ESOP.

As of June 30, 2025 and December 31, 2024, the ESOP shares consisted of 1,904,459 and 3,474,467 in allocated shares, respectively.

Note 6. Retirement plans

The Mayville Engineering Company, Inc. 401(k) Plan (the 401(k) Plan) covers substantially all employees meeting certain eligibility requirements. The 401(k) Plan is a defined contribution plan and is intended for eligible employees to defer tax-free contributions to save for retirement. Employees may contribute up to 50% of their eligible compensation to the 401(k) Plan, subject to the limits of Section 401(k) of the Internal Revenue Code.

The Company provides a 50% match for employee contributions, up to 6%. For the three months ended June 30, 2025 and 2024, the Company’s employer match expense was $801 and $922, respectively. Total employer match expense for the six months ended June 30, 2025 and 2024 was $1,747 and $1,976, respectively.

Note 7. Income taxes

On a quarterly basis, the Company estimates its effective tax rate for the full fiscal year and records a quarterly income tax provision based on the anticipated rate and adjusted for discrete taxable events that may occur in the quarter. As the year progresses, the Company will refine its estimate based on facts and circumstances by each tax jurisdiction.

Income tax benefit was $225 and $234, and the effective tax rate (ETR) was 17.02% and 17.85% for the three and six months ended June 30, 2025, respectively. Our ETR is different from the expected tax rate due to state taxes, non-deductible items, research and development credits and excess tax expense associated with stock-based compensation items. The year-to-date rate includes the recognition of unfavorable discrete items.

For the three and six months ended June 30, 2024, income tax expense was estimated at $1,399 and $2,433 and the ETR was 27.00% and 25.73%, respectively.

On July 4, 2025, U.S. enacted H.R. 1 “A bill to provide for reconciliation pursuant to Title II of H. Con. Res 14,” commonly referred to as the One Big Beautiful Bill Act. Changes in tax laws may affect recorded deferred tax assets and deferred tax liabilities and our effective tax rate in the future and we continue to evaluate the impacts the new legislation will have on the Condensed Consolidated Financial Statements. As a result of the enactment of H.R. 1, we anticipate an impact to the deferred tax liability and the income tax payable related to the provisions for 100% bonus depreciation for assets placed in service after January 19, 2025 and full expensing of domestic research and experimental expenditures. The impact of such evaluations will be reflected in the Company’s Form 10-Q for the period ending September 30, 2025.

Uncertain Tax Positions

Based on the Company’s evaluation, there is one unrecognized tax benefit requiring recognition in its financial statements as of June 30, 2025. Any interest and penalties related to uncertain tax positions are recorded in income tax expense (benefit) on the Condensed Consolidated Statements of Comprehensive Income (Loss). The entire balance of unrecognized tax benefits as of June 30, 2025, if recognized, would affect the Company’s effective tax rate. 14

Table of Contents The Company files income tax returns in the United States federal jurisdiction and in various state and local jurisdictions. Federal tax returns for tax years beginning January 1, 2021, and state tax returns beginning January 1, 2020, are open for examination.

Note 8. Commitments and contingencies

Litigation

From time to time, the Company may be involved in various claims and lawsuits, both for and against the Company, arising in the normal course of business. Although the results of litigation and claims cannot be predicted with certainty, in management’s opinion, either the likelihood of loss is remote, or any reasonably possible loss associated with the resolution of such proceedings is not expected to have a material adverse impact on the condensed consolidated financial statements.

Note 9. Deferred compensation

The Mayville Engineering Company Deferred Compensation Plan is available for certain employees designated to be eligible to participate by the Company and approved by the Board of Directors. Eligible employees may elect to defer a portion of their compensation for any plan year and the deferral cannot exceed 50% of the participant’s base salary and may include the participant’s annual short-term cash incentive up to 100%. The participant’s election must be made prior to the first day of the plan year.

An employer contribution will be made for each participant to reflect the amount of any reduced allocations to the ESOP and/or 401(k) employer contributions due solely to the participant’s deferral amounts, as applicable. In addition, a discretionary amount may be awarded to a participant by the Company.

Deferrals are assumed to be invested in an investment vehicle based on the options made available to the participant (which does not include Company stock).

The deferred compensation plan provides benefits payable upon separation of service or death. Payments are to be made 180 days after date of separation from service, either in a lump-sum payment or up to five annual installments as elected by the participant when the participant first elects to defer compensation.

The deferred compensation plan is non-funded, and all future contributions are unsecured in that the employees have the status of a general unsecured creditor of the Company and the agreements constitute a promise by the Company to make benefit payments in the future. During the three and six months ended June 30, 2025, eligible employees elected to defer compensation of $75 and $675, respectively. Eligible employees elected to defer compensation of $83 and $447 for the three and six months ended June 30, 2024, respectively. As of June 30, 2025 and December 31, 2024, the short-term portion accrued for all benefit years less than twelve months under this plan was $1,382 and $251, respectively, which is included within bonuses and deferred compensation on the Condensed Consolidated Balance Sheets. As of June 30, 2025 and December 31, 2024, the long-term portion accrued for all benefit years greater than twelve months under this plan was $4,319 and $4,719. These amounts include the initial deferral of compensation and were adjusted for changes in the value of investment options chosen by the participants. Total expense for the deferred compensation plan for the three months ended June 30, 2025 and 2024 was $383 and $53, respectively. Total expense for the deferred compensation plan for the six months ended June 30, 2025 and 2024 was $310 and $285, respectively. These expenses are included in bonuses and deferred compensation on the Condensed Consolidated Statements of Comprehensive Income (Loss). Additionally, the Company made cash distributions of $253 and $286 for the six months ended June 30, 2025 and 2024, respectively.

Note 10. Self-Funded insurance

The Company is self-funded for the medical benefits provided to its employees and their dependents. Healthcare costs are expensed as incurred and are based upon actual claims paid, reinsurance premiums, administration fees, and estimated unpaid claims. The Company has an aggregate stop loss limit to mitigate risk. Expenses related to this contract were $3,642 and $6,382 for the three months ended June 30, 2025 and 2024, respectively and $7,772 and $12,551 for the six months ended June 30, 2025 and 2024. An estimated accrued liability of $805 and $1,184 was recorded as of June 30, 2025 and December 31, 2024, respectively, for estimated unpaid claims and is included within other current liabilities on the Condensed Consolidated Balance Sheets. 15

Table of Contents Note 11. Segments

The Company operates as a single reporting unit and single reporting segment, and is managed on a consolidated basis. The Company derives revenue from its customers by providing value-added manufacturing solutions ranging from concept to production, including prototyping and tooling, production fabrication, coating, assembly and aftermarket components. The accounting policies of the Company's one operating segment are the same as those described in the summary of significant accounting policies. The Company’s chief operating decision maker (CODM) is regularly provided with and assesses performance for its one operating segment with only the consolidated expenses and net income (loss) as presented in the Condensed Consolidated Statements of Comprehensive Income (Loss).

The CODM uses these performance measures to evaluate the Company's profitability, deciding whether to reinvest profits into the segment or into other parts of the entity, such as acquisitions or to buy back Company common stock and monitor budget versus actual results.

All sales are generated and all assets are located within the United States and the business activities are managed at a consolidated level.

The Company’s Chief Executive Officer is the CODM.

Note 12. Fair value of financial instruments

Fair value provides information on what the Company may realize if certain assets were sold or might pay to transfer certain liabilities based upon an exit price. Financial assets and liabilities that are measured and reported at fair value are classified into a three-level hierarchy that prioritizes the inputs used in the valuation process. A financial instrument’s categorization within the valuation hierarchy is based on the lowest level of any input that is significant to the fair value measurement. The hierarchy is based on the observability and objectivity of the pricing inputs as follows:

●	Level 1 – Quoted prices in active markets for identical assets or liabilities.
●	Level 2 – Significant directly observable data (other than Level 1 quoted prices) or significant indirectly observable data through corroboration with observable market data. Inputs would normally be (i) quoted prices in active markets for similar assets or liabilities, (ii) quoted prices in inactive markets for identical or similar assets or liabilities or (iii) information derived from or corroborated by observable market data. Long-term debt is classified as a Level 2 fair value input.
---	---
●	Level 3 – Prices or valuation techniques that require significant unobservable data inputs. These inputs would normally be the Company’s own data and judgements about assumptions that market participants would use in pricing the asset or liability.
---	---

The following table lists the Company’s financial assets and liabilities accounted for at fair value by the fair value hierarchy:


		Balance at			Fair Value Measurements at
		June 30,			Report Date Using
	****	2025		****	(Level 1)		****	(Level 2)		****	(Level 3)
Deferred compensation liability		$	5,701		$	5,701		$	—		$	—
Total		$	5,701		$	5,701		$	—		$	—


		Balance at			Fair Value Measurements at
		December 31,			Report Date Using
	****	2024		****	(Level 1)		****	(Level 2)		****	(Level 3)
Deferred compensation liability		$	4,969		$	4,969		$	—		$	—
Total		$	4,969		$	4,969		$	—		$	—

Table of Contents Fair value measurements for the Company’s cash and cash equivalents are classified based upon Level 1 measurements because such measurements are based upon quoted market prices in active markets for identical assets.

Accounts receivable, accounts payable, long-term debt and accrued liabilities are recorded in the Condensed Consolidated Balance Sheets at cost and approximate fair value.

Deferred compensation liabilities are recorded at amounts due to participants at the time of deferral. Deferrals are invested in an investment vehicle based on the options made available to the participant, considered to be Level 1 or Level 2 on the fair value hierarchy, with the current balance all as Level 1. The change in fair value is recorded in the bonuses and deferred compensation line item on the Condensed Consolidated Statements of Comprehensive Income (Loss). The short-term and long-term balances due to participants are reflected on the bonuses and deferred compensation and deferred compensation, less current portion line items, respectively, on the Condensed Consolidated Balance Sheets.

The Company’s non-financial assets such as goodwill, intangible assets and property, plant, and equipment are re-measured at fair value when there is an indication of impairment and adjusted only when an impairment charge is recognized. As of June 30, 2025, there was no impairment recognized for the year.

Note 13. Earnings Per Share

The Company computes earnings per share in accordance with ASC Topic 260, Earnings per Share. In accordance with ASC 260, outstanding options will be considered to have been exercised and outstanding as of the beginning of the period if the average market price of the common stock during the period exceeds the exercise price of the options (they are “in the money”), and the assumed exercise of the options do not have an anti-dilutive impact on earnings per share.

A reconciliation of basic and diluted net income (loss) per share attributable to the Company were as follows:


	Three Months Ended				Six Months Ended
	June 30,				June 30,
	2025		2024		2025		2024
Net income (loss) attributable to MEC	$	(1,097)	$	3,782	$	(1,077)	$	7,023
Weighted average shares outstanding		20,514,496		20,602,650		20,517,579		20,544,292
Basic income (loss) per share	$	(0.05)	$	0.18	$	(0.05)	$	0.34

Weighted average shares outstanding		20,514,496		20,602,650		20,517,579		20,544,292
Effect of dilutive stock-based compensation		184,655		432,130		201,243		370,207
Total potential shares outstanding		20,699,151		21,034,780		20,718,822		20,914,499
Diluted income (loss) per share	$	(0.05)	$	0.18	$	(0.05)	$	0.34

There were no options in the money that were excluded in the computation of diluted earnings per share for the three and six months ended June 30, 2025 and 2024 that had an anti-dilutive impact on earnings per share.

Note 14. Revenue Recognition

Contract Assets and Contract Liabilities

The Company has contract assets and contract liabilities, which are included in tooling in progress and other current liabilities on the Condensed Consolidated Balance Sheets, respectively. Contract assets primarily consist of capitalized costs related to customer-owned tooling contracts, wherein the Company has not yet met performance obligations. Contract liabilities include deferred tooling revenue, where the performance obligation was not met. The performance obligation is satisfied when the tooling is completed and the customer signs off through the Product Part Approval Process or other documented customer acceptance. Cost of goods sold is recognized and released from the balance sheet when control of the tooling promised under contract is transferred to the customer.

The Company’s contracts with customers are short-term in nature; therefore, revenue is typically recognized, billed and collected within a 12-month period. The following table reflects the changes in our contract assets and liabilities during the six months ended June 30, 2025:

Table of Contents


		Contract			Contract
	****	Assets		****	Liabilities
As of December 31, 2024		$	4,761		$	3,462
Net activity			(983)			(926)
As of June 30, 2025		$	3,778		$	2,536

During the six months ended June 30, 2025, revenue recognized from deferred revenue that was recorded as a contract liability at the beginning of 2025 was $2,514. During the six months ended June 30, 2024, revenue recognized from deferred revenue that was recorded as a contract liability at the beginning of 2024 was $2,344.

Disaggregated Revenue

The following tables represent a disaggregation of revenue by product category and end market:


		Three Months Ended						Six Months Ended
		June 30,						June 30,
Product Category	****	2025		****	2024		****	2025		****	2024
Outdoor sports		$	2,107		$	2,205		$	3,892		$	4,364
Fabrication			63,956			87,201			131,814			178,115
Performance structures			39,860			47,795			83,194			93,564
Tube			20,560			19,846			37,070			38,921
Tank			9,296			12,625			19,185			23,701
Total			135,779			169,672			275,155			338,665
Intercompany sales elimination			(3,451)			(6,036)			(7,248)			(13,760)
Total, net sales		$	132,328		$	163,636		$	267,907		$	324,905


	Three Months Ended				Six Months Ended
	June 30,				June 30,
End Market	2025		2024		2025		2024
Commercial vehicle	$	49,134	$	62,130	$	100,010	$	121,084
Construction & access		20,173		27,230		39,698		55,676
Powersports		19,625		30,306		41,875		60,597
Agriculture		9,233		14,639		20,168		29,597
Military		8,342		6,579		16,829		14,530
Other		25,821		22,752		49,327		43,421
Total, net sales	$	132,328	$	163,636	$	267,907	$	324,905

Note 15. Concentration of major customers

The following customers accounted for 10% or greater of the Company’s recorded net sales or net trade receivables:


		Net Sales				Net Sales				Accounts Receivable
		Three Months Ended				Six Months Ended				As of		As of
		June 30,				June 30,				June 30,		December 31,
	****	2025	****	2024	****	2025	****	2024	****	2025	****	2024
Customer
A		15.5	%	16.2	%	16.1	%	16.4	%	10.7	%	11.1	%
B		11.3	%	13.0	%	11.0	%	13.5	%	12.1	%	<10	%
C		<10	%	11.0	%	<10	%	10.4	%	<10	%	<10	%
D		<10	%	<10	%	<10	%	<10	%	11.0	%	15.2	%

Table of Contents Note 16. Stock-based compensation

The Mayville Engineering Company, Inc. 2019 Omnibus Incentive Plan provided the Company the ability to grant monetary payments based on the value of its common stock, up to 2,000,000 shares.

On April 20, 2021, shareholders of the Company approved an amendment to the 2019 Omnibus Incentive Plan increasing the number of shares of common stock authorized for issuance by 2,500,000 shares.

The total number of shares of the Company’s common stock still available for issuance under the 2019 Omnibus Incentive Plan as of June 30, 2025 is 1,589,590.

The Company recognizes stock-based compensation using the fair value provisions prescribed by ASC 718, Compensation – Stock Compensation. Accordingly, compensation costs for awards of stock-based compensation settled in shares are determined based on the fair value of the stock-based instrument at the time of grant and are recognized as expense over the vesting period of the stock-based instrument. Our stock-based compensation consists of stock options, restricted stock units (RSUs) and performance stock units (PSUs). For all types of units, fair value is equivalent to the adjusted closing stock price at the date of the grant. The Black-Scholes option pricing model is utilized to determine fair value for options.

Cancellations and forfeitures are accounted for as incurred.

Stock-based compensation expense was $1,007 and $1,338 for the three months ended June 30, 2025 and 2024, respectively, and $2,108 and $2,495 for the six months ended June 30, 2025 and 2024, respectively. The Company reports stock-based compensation within bonuses and deferred compensation in the Condensed Consolidated Statements of Comprehensive Income (Loss).

There were no stock options granted by the Company to employees during the three and six months ended June 30, 2025 and 2024. Stock option grants expire 10 years subsequent to the grant date. Stock-based compensation expense related to stock options is calculated by estimating the fair value of non-qualified stock options at the time of grant and is amortized over the stock options’ vesting period. During the six months ended June 30, 2025, 113,700 options vested with a weighted average strike price of $15.99. During the three and six months ended June 30, 2025, 125,363 options were exercised with a weighted average strike price of $11.69. As of June 30, 2025, 422,256 options remained outstanding with a weighted average strike price of $14.93 and a weighted average contractual life of 8.61 years.

The Company granted 58,795 and 78,306 RSUs, inclusive of 53,721 and 55,962 director awards, during the three months ended June 30, 2025 and 2024, respectively. The Company granted 323,137 and 422,560 RSUs, inclusive of 53,721 and 55,962 director awards during the six months ended June 30, 2025 and 2024, respectively. The RSUs granted to employees vest ratably over a three-year period beginning the subsequent year to the anniversary of the grant date and director awards vest the subsequent year to the grant date.

No PSUs were granted by the Company to employees during the three months ended June 30, 2025 and 2024. The Company granted 169,062 and 110,710 PSUs during the six months ended June 30, 2025 and 2024, respectively. PSUs are earned based on the achievement of pre-determined financial performance goals at the end of a three-year performance measurement period. The applicable performance period varies for each grant year

The performance goals for the PSUs granted in 2025 are weighted 50% on the 3-year average of the Company’s Return on Invested Capital (“ROIC”) from 2025 to 2027 and 50% on the Company’s 2027 adjusted EBITDA target. The performance goals for the PSUs granted in 2024 are weighted 50% on the 3-year average of the Company’s ROIC from 2024 to 2026 and 50% on the Company’s 2026 adjusted EBITDA target. ROIC represents net operating profit after taxes divided by invested capital for the represented period. Adjusted EBITDA represents net income before interest expense, provision (benefit) for income taxes, depreciation, amortization, stock-based compensation expense, legal costs due to the former fitness customer and adjusted for items to be determined unusual in nature or infrequent in occurrence for the performance period, as approved by the Compensation Committee. The number of earned PSUs can range from 50% (threshold) to 200% (maximum) of the target award, with no PSUs earned for performance below the threshold level.

Table of Contents Note 17. Common Equity

At June 30, 2025 the authorized stock of the Company consisted of 75,000,000 shares of common stock without par value.

Changes in outstanding common shares are summarized as follows:


		Shares
		Outstanding
Shares as of December 31, 2023		20,310,584
Treasury stock purchases		(61,197)
Common stock issued (including stock-based compensation impact)		223,912
Balance as of June 30, 2024		20,473,299

		Shares
		Outstanding
Balance as of December 31, 2024		20,416,908
Treasury stock purchases		(304,136)
Common stock issued (including stock-based compensation impact)		187,205
Balance as of June 30, 2025		20,299,977

Note 18. Subsequent Events

The Company has evaluated subsequent events since June 30, 2025, the date of these financial statements. There were no material events or transactions discovered during this evaluation that requires recognition or disclosure in the financial statements, except as set forth below.

On July 1, 2025, the Company acquired 100% of the issued and outstanding limited liability company interests in Accu-Fab for $140,500, subject to customary adjustments including a net working capital adjustment. The acquisition was consummated in accordance with the terms and conditions of the Purchase Agreement, dated as of May 23, 2025, among the Company, Accu-Fab and Tide Rock Yieldco, LLC. Accu-Fab is a vertically integrated manufacturing partner providing value-added services including design, engineering, sheet metal fabrication and integration, and specialized finishing serving large OEMs within the critical power infrastructure, data center and renewable energy end-markets. The Company financed the acquisition by borrowing under its Credit Agreement; refer to Note 3 – Debt for additional details. Following the closing, the parties will determine the actual adjustments as of the closing and reconcile the resulting final purchase price. The Company has incurred non-recurring transaction costs of $2,378 as of June 30, 2025 related to this acquisition. These costs were associated with legal and professional services and were recognized as other selling, general and administrative expenses on the Condensed Consolidated Statements of Comprehensive Income (Loss). Due to the limited time since the closing of the acquisition, the valuation efforts and related acquisition accounting is incomplete at the time of the filing of these unaudited condensed consolidated financial statements. As a result, the Company is unable to provide amounts recognized as of the acquisition date for major classes of assets and liabilities acquired, including goodwill and other intangible assets. In addition, because the acquisition accounting is incomplete, the Company is unable to provide the supplemental pro forma revenue and earnings for the combined entity, and as such, required disclosures will be presented in future periods.

On August 5, 2025, we initiated a restructuring plan (the Plan) designed to reduce the Company’s fixed costs and optimize its footprint. The Plan provides for the consolidation of three warehouses and one manufacturing facility into the Company’s other facilities over the next six to eighteen months. We expect to incur aggregate charges of between $5,000 and $7,000 in total restructuring costs, which includes approximately $5,000 for equipment relocation to other facilities and footprint optimization and $1,000 in asset write-downs and related charges.

Table of Contents

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations.

Management’s Discussion and Analysis of Financial Condition and Results of Operations is intended to assist in the understanding and assessing the trends and significant changes in our results of operations and financial condition. Historical results may not be indicative of future performance. This discussion includes forward-looking statements that reflect our plans, estimates and beliefs. Such statements involve risks and uncertainties. Our actual results may differ materially from those contemplated by these forward-looking statements as a result of various factors, including those set forth in “Risk Factors” in Part I, Item 1A of our Annual Report on Form 10-K for the year ended December 31, 2024 and “Cautionary Statement Regarding Forward-Looking Statements” in this Quarterly Report on Form 10-Q. This discussion should be read in conjunction with our audited Consolidated Financial Statements and the notes thereto included in our Annual Report on Form 10-K for the year ended December 31, 2024 and our unaudited Condensed Consolidated Financial Statements and the notes thereto included in Part I, Item I of this Quarterly Report on Form 10-Q. In this discussion, we use certain non-GAAP financial measures. Explanation of these non-GAAP financial measures and reconciliation to the most directly comparable GAAP financial measures are included in this Management Discussion and Analysis of Financial Condition and Results of Operations. Investors should not consider non-GAAP financial measures in isolation or as substitutes for financial information presented in compliance with GAAP.

All amounts are presented in thousands except share amounts, per share data, years and ratios.

Overview

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, agriculture, military and other end markets. We have developed long-standing relationships with our blue-chip customers based upon our commitment to “Unmatched Excellence”.

Macroeconomic Conditions

Over the past few years, the broader market dynamics, combined with recent geopolitical and economic developments, including foreign trade relations and associated, threatened and implemented tariffs, have resulted in impacts to the Company. These influences have contributed to elevated interest rates, inconsistent customer demand, material cost inflation and labor availability. The Company expects some of these dynamics to continue through 2025 and could continue to have an impact on demand, material costs and labor.

How We Assess Performance

Net Sales. Net sales reflect sales of our components and products net of allowances for returns and discounts. In addition to the current macroeconomic conditions, several factors affect our net sales in any given period, including weather, timing of acquisitions and the production schedules of our customers. Net sales are recognized at the time of shipment or at delivery to the customer.

Manufacturing Margins. Manufacturing margins represents net sales less cost of sales. Cost of sales consists of all direct and indirect costs used in the manufacturing process, including raw materials, labor, equipment costs, depreciation, lease expenses, subcontract costs and other directly related overhead costs. Our cost of sales is directly affected by the fluctuations in commodity prices, primarily sheet steel and aluminum, but these changes are largely mitigated by contractual agreements with our customers that allow us to pass through these price variations based upon certain market indexes.

Depreciation and Amortization. We carry property, plant and equipment on our balance sheet at cost, net of accumulated depreciation. Depreciation on property, plant and equipment is computed on a straight-line basis over the estimated useful life of the asset. The periodic expense related to leasehold improvements and intangible assets is depreciation and amortization expense, respectively. Leasehold improvements are depreciated over the lesser of the life of the underlying asset or the remaining lease term. Our intangible assets were recognized as a result of certain acquisitions and are generally amortized on a straight-line basis over the estimated useful lives of the assets.

Table of Contents

Other Selling, General, and Administrative Expenses. Other selling, general and administrative expenses consist primarily of salaries and personnel costs for our sales and marketing, finance, human resources, information systems, administration and certain other managerial employees and certain corporate level administrative expenses such as audit, accounting, legal and other consulting and professional services, travel, and insurance.

Other Key Performance Indicators

EBITDA, EBITDA Margin, Adjusted EBITDA, Adjusted EBITDA Margin and Free Cash Flow

EBITDA represents net income (loss) before interest expense, provision (benefit) for income taxes, depreciation and amortization. EBITDA Margin represents EBITDA as a percentage of net sales for each period.

Adjusted EBITDA represents EBITDA before stock-based compensation expense, legal costs due to former fitness customer, Chief Financial Officer (CFO) transition costs, natural disaster costs and acquisition related costs. Adjusted EBITDA Margin represents Adjusted EBITDA as a percentage of net sales for each period.

Free cash flow represents net cash provided by operating activities less cash flow used in the purchase of property, plant and equipment.

These metrics are supplemental measures of our operating performance that are neither required by, nor presented in accordance with, GAAP. These measures should not be considered as an alternative to net income (loss) or any other performance measure derived in accordance with GAAP as an indicator of our operating performance. We present EBITDA, EBITDA Margin, Adjusted EBITDA, Adjusted EBITDA Margin and Free Cash Flow as management uses these measures as key performance indicators, and we believe they are measures frequently used by securities analysts, investors and other parties to evaluate companies in our industry. These measures have limitations as analytical tools and should not be considered in isolation or as substitutes for analysis of our results as reported under GAAP.

Our calculation of EBITDA, EBITDA Margin, Adjusted EBITDA, Adjusted EBITDA Margin and Free Cash Flow may not be comparable to the similarly named measures reported by other companies. Potential differences between our measures of EBITDA and Adjusted EBITDA compared to other similar companies’ measures of EBITDA and Adjusted EBITDA may include differences in capital structure and tax positions.

Table of Contents The following table presents a reconciliation of net income (loss) and comprehensive income (loss), the most directly comparable measure calculated in accordance with GAAP, to EBITDA and Adjusted EBITDA, and the calculation of EBITDA Margin and Adjusted EBITDA Margin for each of the periods presented.


		Three Months Ended							Six Months Ended
		June 30,							June 30,
	****	2025		****	2024		****	****	2025		****	2024		****
Net income (loss) and comprehensive income (loss)		$	(1,097)		$	3,782			$	(1,077)		$	7,023
Interest expense			1,398			2,969				2,965			6,324
Provision (benefit) for income taxes			(225)			1,399				(234)			2,433
Depreciation and amortization			9,603			9,391				19,086			18,645
EBITDA			9,679			17,541				20,740			34,425
Stock-based compensation expense ^(1)^			1,007			1,338				2,108			2,495
Legal costs due to former fitness customer ^(2)^			—			760				—			1,239
CFO transition costs ^(3)^			1,148			—				1,148			—
Natural disaster costs ^(4)^			293			—				293			—
Acquisition related costs ^(5)^			1,548			—				2,378			—
Adjusted EBITDA		$	13,675		$	19,639			$	26,667		$	38,159
Net sales		$	132,328		$	163,636			$	267,907		$	324,905
EBITDA Margin			7.3	%		10.7	%			7.7	%		10.6	%
Adjusted EBITDA Margin			10.3	%		12.0	%			10.0	%		11.7	%
(1)	Non-cash employee compensation based on the value of common stock issued pursuant to the 2019 Omnibus Incentive Plan.
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(2)	Legal costs associated with the enforcement of the Company’s supply contract with the former fitness customer.
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(3)	Costs associated with the separation of the former CFO.
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(4)	Costs incurred for facility clean-up following tornado damage at one of the Company’s locations.
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(5)	Transaction costs, primarily legal and professional services, related to the acquisition of Accu-Fab.
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Table of Contents The following table presents a reconciliation of net cash provided by operating activities, the most directly comparable measure calculated in accordance with GAAP, to free cash flow for each of the periods presented.


		Six Months Ended
		June 30,
	****	2025		2024
Net cash provided by operating activities		$	23,307	$	33,900
Less: Capital expenditures			5,408		6,874
Free cash flow		$	17,899	$	27,026

Free Cash Flow Analysis Six Months Ended June 30, 2025 Compared to Six Months Ended June 30, 2024

Free cash flow for the six months ended June 30, 2025 was $17,899 as compared to $27,026 for the six months ended June 30, 2024, a decrease of $9,127 or 33.8%. The decrease in free cash flow was due to a decrease in cash provided by operating activities, offset by lower capital expenditures. Please see the “Liquidity and Capital Resources” section below for further information. 24

Table of Contents Consolidated Results of Operations

Three Months Ended June 30, 2025 Compared to Three Months Ended June 30, 2024


		Three Months Ended June 30,
		2025					2024					Increase (Decrease)
					% of Net					% of Net		Amount				****
	****	Amount		****	Sales	****	Amount		****	Sales	****	Change		****	% Change
Net sales		$	132,328		100.0	%	$	163,636		100.0	%	$	(31,308)		(19.1)	%
Cost of sales			118,704		89.7	%		141,359		86.4	%		(22,655)		(16.0)	%
Manufacturing margins			13,624		10.3	%		22,277		13.6	%		(8,653)		(38.8)	%
Amortization of intangible assets			1,733		1.3	%		1,733		1.1	%		—		—	%
Bonuses and deferred compensation			1,525		1.2	%		4,133		2.5	%		(2,608)		(63.1)	%
Other selling, general and administrative expenses			10,290		7.8	%		8,261		5.0	%		2,029		24.6	%
Income from operations			76		0.1	%		8,150		5.0	%		(8,074)		(99.1)	%
Interest expense			(1,398)		1.1	%		(2,969)		1.8	%		(1,571)		(52.9)	%
Provision (benefit) for income taxes			(225)		(0.2)	%		1,399		0.9	%		(1,624)		(116.1)	%
Net income (loss) and comprehensive income (loss)		$	(1,097)		(0.8)	%	$	3,782		2.3	%	$	(4,879)		(129.0)	%
EBITDA		$	9,679		7.3	%	$	17,541		10.7	%	$	(7,862)		(44.8)	%
Adjusted EBITDA		$	13,675		10.3	%	$	19,639		12.0	%	$	(5,964)		(30.4)	%

Net Sales. Net sales were $132,328 for the three months ended June 30, 2025 as compared to $163,636 for the three months ended June 30, 2024, a decrease of $31,308, or 19.1%. This decrease was driven by lower customer demand across the majority of the Company’s key end markets and customer de-stocking channel inventory. This was partially offset by volume from new projects in our Other end market and increased after-market demand in our Military end market.

Manufacturing Margins. Manufacturing margins were $13,624 for the three months ended June 30, 2025 as compared to $22,277 for the three months ended June 30, 2024, a decrease of $8,653, or 38.8%. The decrease was primarily driven by the lower customer demand, partially offset by cost reduction actions.

Manufacturing margin percentages were 10.3% for the three months ended June 30, 2025, as compared to 13.6% for the three months ended June 30, 2024, a decrease of 330 basis points. The decrease was attributable to reduced absorption of fixed costs as a result of lower sales and the items discussed in the preceding paragraph.

Amortization of Intangibles Assets. Amortization of intangible assets were $1,733 for the three months ended June 30, 2025 and 2024.

Bonuses and Deferred Compensation Expenses. Bonuses and deferred compensation expenses were $1,525 for the three months ended June 30, 2025, as compared to $4,133 for the three months ended June 30, 2024, a decrease of $2,608, or 63.1%. The decrease was primarily driven by lower bonus accruals aligning with the Company financial performance.

Other Selling, General and Administrative Expenses. Other selling, general and administrative expenses were $10,290 for the three months ended June 30, 2025 as compared to $8,261 for the three months ended June 30, 2024, an increase of $2,029, or 24.6%. The increase was attributable to non-recurring costs related to the Accu-Fab acquisition and CFO transition.

Interest Expense. Interest expense was $1,398 for the three months ended June 30, 2025 as compared to $2,969 for the three months ended June 30, 2024, a decrease of $1,571, or 52.9%. The decrease is due to a decrease in borrowings and lower interest rates relative to the prior year period.

Provision (Benefit) for Income Taxes. Income tax benefit was $225 for the three months ended June 30, 2025 as compared to income tax expense of $1,399 for the three months ended June 30, 2024. The decrease of $1,624 is primarily due to a pre-tax loss in the current year period compared to pre-tax income in the prior year period. Refer to Note 7 – Income Taxes of the Condensed Consolidated Financial Statements for further details.

Due to the factors described in the preceding paragraphs, net income (loss) and comprehensive income (loss), EBITDA, 25

Table of Contents EBITDA Margin, Adjusted EBITDA and Adjusted EBITDA Margin decreased during the three months ended June 30, 2025 as compared to the three months ended June 30, 2024.

Six Months Ended June 30, 2025 Compared to Six Months Ended June 30, 2024


		Six Months Ended June 30,
		2025					2024					Increase (Decrease)
					% of Net					% of Net		Amount				****
	****	Amount		****	Sales	****	Amount		****	Sales	****	Change		****	% Change
Net sales		$	267,907		100.0	%	$	324,905		100.0	%	$	(56,998)		(17.5)	%
Cost of sales			238,755		89.1	%		281,696		86.7	%		(42,941)		(15.2)	%
Manufacturing margins			29,152		10.9	%		43,209		13.3	%		(14,057)		(32.5)	%
Amortization of intangible assets			3,466		1.3	%		3,466		1.1	%		—		—	%
Bonuses and deferred compensation			4,850		1.8	%		7,933		2.4	%		(3,083)		(38.9)	%
Other selling, general and administrative expenses			19,182		7.2	%		16,030		4.9	%		3,152		19.7	%
Income from operations			1,654		0.6	%		15,780		4.9	%		(14,126)		(89.5)	%
Interest expense			(2,965)		1.1	%		(6,324)		1.9	%		(3,359)		(53.1)	%
Provision (benefit) for income taxes			(234)		(0.1)	%		2,433		0.7	%		(2,667)		(109.6)	%
Net income (loss) and comprehensive income (loss)		$	(1,077)		(0.4)	%	$	7,023		2.2	%	$	(8,100)		(115.3)	%
EBITDA		$	20,740		7.7	%	$	34,425		10.6	%	$	(13,685)		(39.8)	%
Adjusted EBITDA		$	26,667		10.0	%	$	38,159		11.7	%	$	(11,492)		(30.1)	%

Net Sales. Net sales were $267,907 for the six months ended June 30, 2025 as compared to $324,905 for the six months ended June 30, 2024, a decrease of $56,998 or 17.5%. This decrease was driven by reduced customer demand across nearly all end markets and customer de-stocking channel inventory. This decline was partially offset by increased volume from new initiatives in our Other end market and increased after-market demand in our Military end market.

Manufacturing Margins. Manufacturing margins were $29,152 for the six months ended June 30, 2025 as compared to $43,209 for the six months ended June 30, 2024, a decrease of $14,057, or 32.5%. The decrease was primarily driven by the softening customer demand, partially offset by cost reduction actions.

Manufacturing margin percentages were 10.9% for the six months ended June 30, 2025, as compared to 13.3% for the six months ended June 30, 2024, a decrease of 240 basis points. The decrease was attributable to reduced absorption of fixed costs as a result of lower sales and the items discussed in the preceding paragraph.

Amortization of Intangibles Assets. Amortization of intangible assets were $3,466 for the six months ended June 30, 2025 and 2024.

Bonuses and Deferred Compensation Expenses. Bonuses and deferred compensation expenses were $4,850 for the six months ended June 30, 2025 as compared to $7,933 for the six months ended June 30, 2024, a decrease of $3,083, or 38.9%. The decrease was primarily driven by lower bonus accruals aligning with the Company financial performance.

Other Selling, General and Administrative Expenses. Other selling, general and administrative expenses were $19,182 for the six months ended June 30, 2025 as compared to $16,030 for the six months ended June 30, 2024, an increase of $3,152, or 19.7%. The increase was attributable to non-recurring costs related to the Accu-Fab acquisition and CFO transition, and higher costs related to compliance requirements.

Interest Expense. Interest expense was $2,965 for the six months ended June 30, 2025 as compared to $6,324 for the six months ended June 30, 2024, a decrease of $3,359, or 53.1%. The decrease is due to lower borrowings and reduced interest rates relative to the prior year period.

Provision (Benefit) for Income Taxes. Income tax benefit was $234 for the six months ended June 30, 2025 as compared to income tax expense of $2,433 for the six months ended June 30, 2024. The decrease of $2,667 is primarily due to a pre-tax loss in the current year period compared to pre-tax income in the prior year period. Refer to Note 7 – Income Taxes of the Condensed

Table of Contents Consolidated Financial Statements for further details.

Due to the factors described in the preceding paragraphs, net income (loss) and comprehensive income (loss), EBITDA, EBITDA Margin, Adjusted EBITDA and Adjusted EBITDA Margin decreased during the six months ended June 30, 2025 as compared to the six months ended June 30, 2024.

Liquidity and Capital Resources

Cash Flows Analysis


		Six Months Ended
		June 30,						Increase (Decrease)
	****	2025		****	2024		****	Change	****	% Change
Net cash provided by operating activities		$	23,307		$	33,900				(31.2)	%
Net cash used in investing activities			(5,402)			(6,767)				20.2	%
Net cash used in financing activities			(17,905)			(27,491)				34.9	%
Net change in cash		$	—		$	(358)

All values are in US Dollars.

Operating Activities. Cash provided by operating activities was $23,307 for the six months ended June 30, 2025, as compared to $33,900 for the six months ended June 30, 2024. The decrease of $10,593 in cash provided by operating activities was due to lower net income (loss) adjusted for reconciling items and a higher use of cash driven by a decrease in accrued liabilities and a less of a decline in inventory as a result of continued lean inventory initiatives. This was partially offset by a decrease in cash used for accounts receivable as a result of higher sales in the prior year period.

Investing Activities. Cash used in investing activities was $5,402 for the six months ended June 30, 2025, as compared to $6,767 for the six months ended June 30, 2024. The $1,365 decrease in cash used in investing activities was driven by a decrease in capital expenditures as the Company focuses on leveraging recent investments and controlling spend in 2025 while continuing to prioritize investments in high-return, capital-light growth and automation.

Financing Activities. Cash used in financing activities was $17,905 for the six months ended June 30, 2025, as compared to $27,491 for the six months ended June 30, 2024. The $9,586 decrease in cash used in financing activities was mainly due to lower debt repayments in excess of borrowings during the current year period in relation to the Company’s revolving credit facility and financing costs associated with executing the First Amendment to the Credit Agreement. Additionally, under the share repurchase plan, the Company purchased $4,607 of common stock in the first six months of 2025 as compared to $998 in the prior year period. The Company’s decision to repurchase additional shares in 2025 will depend on business conditions, free cash flow generation, other cash requirements and stock price. Refer to Part II, Item 2. Unregistered Sales of Equity Securities and Use of Proceeds for additional information regarding share repurchases.

Amended and Restated Credit Agreement

On June 28, 2023, and as last amended on June 26, 2025, we entered into an amended and restated credit agreement (the Credit Agreement) with certain lenders and Wells Fargo Bank, National Association, as administrative agent (the Agent). The Credit Agreement provides for a $350,000 revolving credit facility, with a letter of credit sub-facility, and a swingline facility in an aggregate amount of $25,000. All amounts borrowed under the credit agreement mature on June 28, 2028.

Borrowings under the Credit Agreement bear interest at a fluctuating secured overnight financing rate (SOFR) plus an applicable margin based on the current consolidated total leverage ratio (which may be adjusted for certain reserve requirements), plus 1.25% to 2.75% depending on the current Consolidated Total Leverage Ratio (as defined in the Credit Agreement). Under certain circumstances, we may not be able to pay interest based on SOFR. If that happens, we will be required to pay interest at the Base Rate, which is the sum of the higher of (i) the Prime Rate (as publicly announced by the Agent from time to time), (ii) the Federal Funds Rate plus 0.50%, and (iii) Adjusted Term SOFR for a one-month tenor in effect on such day plus 1.00%.

At June 30, 2025, the interest rate on outstanding borrowings under the Revolving Loan was 5.66%. We had availability of $280,720 under the revolving credit facility at June 30, 2025. Based on the covenants of the Credit Agreement, this amount is reduced to $115,923 as of June 30, 2025, prior to the acquisition of Accu-Fab. 27

Table of Contents We must pay a commitment fee of 0.20% to 0.35% per annum on the average daily unused portion of the aggregate unused revolving commitments under the Credit Agreement. We must also pay fees as specified in the Fee Letter (as defined in the Credit Agreement) and with respect to any letters of credit issued under the Credit Agreement.

The Credit Agreement contains usual and customary negative covenants for agreements of this type, including, but not limited to, restrictions on our ability to, subject to certain exceptions, create, incur or assume indebtedness; create, incur, assume or suffer to exist liens; make certain investments; allow our subsidiaries to merge or consolidate with another entity; make certain asset dispositions; pay certain dividends or other distributions to shareholders; enter into transactions with affiliates; enter into sale leaseback transactions; and exceed the limits on annual capital expenditures. The Credit Agreement also requires us to satisfy certain financial covenants, including a minimum interest coverage ratio of 3.00 to 1.00. At June 30, 2025, our interest coverage ratio was 5.59 to 1.00. The Credit Agreement also requires us to maintain a consolidated total leverage ratio not to exceed 3.50 to 1.00. As of June 30, 2025, our consolidated total leverage ratio was 1.36 to 1.00.

The Credit Agreement includes customary events of default, including, among other things, payment default, covenant default, breach of representation or warranty, bankruptcy, cross-default, material ERISA events, material money judgments, and failure to maintain subsidiary guarantees. If an event of default occurs, the Agent will be entitled to take various actions, including the acceleration of amounts due under the Credit Agreement, termination of the credit facility, and all other actions permitted to be taken by a secured creditor.

Other Debt

Additionally, the Company has a Fond du Lac County and Fond du Lac Economic Development Corporation term note (Fond du Lac Term Note). The Fond du Lac Term Note is secured by a security agreement, payable in annual installments of $500 plus interest at 2.00% and is due in full in December 2028. The balance outstanding as of June 30, 2025 was $1,875, with the short-term and long-term balance of $500 and $1,375, respectively, recorded in other current liabilities and other long-term liabilities in the Condensed Consolidated Balance Sheets.

Capital Requirements and Sources of Liquidity

During the six months ended June 30, 2025 and 2024, our capital expenditures were $5,408 and $6,874 respectively. The decrease of $1,466 was driven by the Company’s focus on leveraging recent investments and controlling spend during 2025. Capital expenditures for the full year 2025 are expected to be between $13,000 and $17,000.

We have historically relied upon cash available through credit facilities, in addition to cash from operations, to finance our working capital requirements and to support our growth. At June 30, 2025, we had availability of $280,720 through our revolving credit facility. Based on the covenants of the Credit Agreement, this amount is reduced to $115,923 as of June 30, 2025, prior to the acquisition of Accu-Fab.

We regularly monitor potential capital sources, including equity and debt financings, in an effort to meet our planned capital expenditures and liquidity requirements. Our future success will be highly dependent on our ability to access outside sources of capital. We will continue to have access to the availability currently provided under the Credit Agreement as long as we remain compliant with the financial covenants. Based on our estimates at this time, we expect to be in compliance with these financial covenants through 2025 and the foreseeable future.

We believe that our operating cash flow and available borrowings under the Credit Agreement are sufficient to fund our operations for 2025 and beyond. However, future cash flows are subject to a number of variables, and additional capital expenditures will be required to conduct our operations. There can be no assurance that operations and other capital resources will provide cash in sufficient amounts to maintain planned or future levels of capital expenditures. In the event we make one or more acquisitions and the amount of capital required is greater than the amount we have available for acquisitions at that time, we could be required to reduce the expected level of capital expenditures and/or seek additional capital. If we seek additional capital, we may do so through borrowings under the Credit Agreement, joint ventures, asset sales, offerings of debt or equity securities or other means. We cannot guarantee that this additional capital will be available on acceptable terms or at all. If we are unable to obtain the funds we need, we may not be able to complete acquisitions that may be favorable to us or finance the capital expenditures necessary to conduct our operations. 28

Table of Contents Contractual Obligations

The following table presents our obligations and commitments to make future payments under contracts and contingent commitments at June 30, 2025:


					Payments Due by Period
	****	Total		****	2025 (Remainder)		****	2026 – 2027		****	2028 – 2029		****	Thereafter		****
Long-term debt principal payment obligations ^(1)^		$	71,155		$	500		$	1,000		$	69,655		$	—
Forecasted interest on debt payment obligations ^(2)^			23,916			5,543			14,744			3,629			—
Finance lease obligations ^(3)^			942			149			793			—			—
Operating lease obligations ^(3)^			33,652			3,108			12,295			10,150			8,099
Total		$	129,665		$	9,300		$	28,832		$	83,434		$	8,099
(1)	Principal payments under the Company’s Credit Agreement, which expires in 2028 and the Fond du Lac Term Note, which is due in full in December 2028.
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(2)	Forecasted interest on debt obligations are based on the debt balance, interest rate, and unused fee of the Company’s revolving credit facility and debt balance and interest rate of the Company’s Fond due Lac Term Note.
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(3)	See Note 4 – Leases in the Notes to Condensed Consolidated Financial Statements for additional information
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Item 3. Quantitative and Qualitative Disclosures About Market Risk.

We are exposed to market risk from changes in customer forecasts, interest rates, and to a lesser extent, commodities. To reduce such risks, we selectively use financial instruments and other proactive management techniques.

Customer Forecasts

The use and consumption of our components, products and services fluctuates depending on order forecasts we receive from our customers. These order forecasts can change dramatically from quarter-to-quarter dependent upon the respective markets that our customers provide products in.

Interest Rate Risk

We are exposed to interest rate risk on certain of our short- and long-term debt obligations used to finance our operations and acquisitions. We have SOFR-based floating rate borrowings under the Credit Agreement, which exposes us to variability in interest payments due to changes in the referenced interest rates.

The amount borrowed under the revolving credit facility under the Credit Agreement was $69.3 million with an interest rate of 5.66% as of June 30, 2025. Please see “Liquidity and Capital Resources – Amended and Restated Credit Agreement” in Part I, Item 2 and Note 3 in the Notes to the Unaudited Condensed Consolidated Financial Statements of this Quarterly Report on Form 10-Q for more specifics.

A hypothetical 100-basis-point increase in interest rates would have resulted in an additional $0.4 million of interest expense based on our variable rate debt at June 30, 2025. We do not use derivative financial instruments to manage interest risk or to speculate on future changes in interest rates. A rise in interest rates could negatively affect our cash flow.

Commodity Risk

We source a wide variety of materials and components from a network of suppliers. Commodity raw materials, such as steel, aluminum, copper, paint and paint chemicals, and other production costs are subject to price fluctuations, which could have a negative impact on our results. We strive to pass along such commodity price increases to customers to avoid profit margin erosion and in many cases utilize contracts with those customers to mitigate the impact of commodity raw material price fluctuations. As of June 30, 2025, we did not have any commodity hedging instruments in place. 29

Table of Contents Item 4. Controls and Procedures.

Evaluation of Disclosure Controls and Procedures

We maintain disclosure controls and procedures that are designed to provide reasonable assurance that information required to be disclosed in the reports we file or submit under the Securities Exchange Act of 1934, as amended (the Exchange Act), is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the SEC, and that such information is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, to allow for timely decisions regarding required disclosure. In designing disclosure controls and procedures, our management necessarily was required to apply its judgment in evaluating the cost-benefit relationship of possible disclosure controls and procedures. The design of any disclosure controls and procedures also is based in part upon certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions. Any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired objectives.

As of June 30, 2025, we carried out an evaluation, under the supervision and with the participation of our Chief Executive Officer and Chief Financial Officer, of the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act). Based on this evaluation, our Chief Executive Officer and Chief Financial Officer concluded that, due to the identification of the material weakness in our internal control over financial reporting as described below, our disclosure controls and procedures were not effective as of June 30, 2025. Notwithstanding the material weakness in our internal control over financial reporting, management believes the condensed consolidated financial statements included in this Quarterly Report on Form 10-Q fairly present, in all material respects, our financial position, results of operations and cash flows as of the dates presented, and for the periods ended on such dates, in conformity with accounting principles generally accepted in the United States of America (GAAP).

Remediation of Previously Identified Material Weakness

A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of our annual or interim condensed consolidated financial statements will not be prevented or detected on a timely basis.

As previously described in Part II, Item 9A of our Annual Report on Form 10-K for the fiscal year ended December 31, 2024, Management identified deficiencies in the design and operating effectiveness of internal control over financial reporting related to the review and approval of journal entries that constitutes a material weakness.

Subsequent to the identification of the material weakness, management under the oversight of the Audit Committee has been implementing measures and taking steps to address the underlying causes of the material weakness. Specifically, the following remediation efforts are planned or ongoing to ensure adequate review and approval of journal entries, including:

●	Enhancing the design and implementation of controls over the review and approval of journal entries to ensure that all journal entries are subject to appropriate review and approval; and
●	Providing additional training to personnel involved in the preparation and review of journal entries to ensure they understand and adhere to the revised control procedures.
---	---

While we believe these efforts have improved our internal controls and address the underlying cause of the material weakness, the material weakness will not be remediated until our remediation plan has been fully implemented and tested and we have concluded that following the improvements to our internal controls, our control environment is operating effectively for a sufficient period of time. In particular, the enhanced compensating controls and training will require time to test and assess. We cannot be certain that the steps we are taking will be sufficient to remediate the control deficiencies that led to the material weakness in our internal control over financial reporting or prevent future material weaknesses or control deficiencies from occurring. In addition, we cannot be certain that we have identified all material weaknesses in our internal control over financial reporting, or that in the future we will not have additional material weaknesses in our internal control over financial reporting. 30

Table of Contents

Changes in Internal Control Over Financial Reporting

Except for the identified material weakness, there were no changes in our internal control over financial reporting that occurred during the quarter ended June 30, 2025, that materially affected, or were reasonably likely to materially affect, our internal control over financial reporting.

Table of Contents PART II—OTHER INFORMATION

Item 1. Legal Proceedings.

We are not currently a party to any material litigation proceedings. From time to time, however, we may be a party to litigation and subject to claims incident to the ordinary course of business. Regardless of the outcome, litigation can have an adverse impact on us because of defense and settlement costs, diversion of management resources and other factors.

Item 1A. Risk Factors

There have been no material changes to the risk factors previously disclosed in Part I, Item 1A, “Risk Factors,” in our Annual Report on Form 10-K for the year ended December 31, 2024, which was filed with the SEC on March 6, 2025.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.

The table below sets forth information with respect to purchases we made of shares of our common stock during the quarter ended June 30, 2025:


							Total Number		Dollar Value of
							of Shares		Shares that
		Total					Purchased as		May Yet Be
		Number					Part of Publicly		Purchased
		of Shares		Average Price			Announced Plans		Under the Plans
Period	****	Purchased	****	Paid per Share		****	or Programs^(1)^	****	or Programs^(1)^
April 2025		—		$	—		—		$	17,356,796
May 2025		58,473		$	16.00		58,473		$	16,421,325
June 2025		124,864		$	15.41		124,864		$	14,497,519
Total		183,337					183,337
(1)	On October 26, 2023, the Board of Directors approved a new share repurchase program of up to $25 million of shares through 2026. The new share repurchase program replaced the prior program.
---	---

Item 5. Other Information

During the three months ended June 30, 2025, no director or Section 16 officer of the Company adopted or terminated a “Rule 10b5-1 trading arrangement” or “non-Rule 10b5-1 trading arrangement,” as each term is defined in Item 408 of Regulation S-K.

Table of Contents Item 6. Exhibits.

The exhibits listed in the Exhibit Index below are filed as part of this Quarterly Report on Form 10-Q.

EXHIBIT INDEX

<br><br>
Exhibit<br><br>Number		Description

2		Purchase Agreement, dated as of May 23, 2025, among Mayville Engineering Company, Inc., Accu-Fab, LLC and Tide Rock YieldCo, LLC (incorporated by reference to Exhibit 2 to the Current Report on Form 8-K filed on May 27, 2025). \[The disclosure schedules and similar attachments to this agreement are not being filed herewith. The registrant agrees to furnish supplementally a copy of any such schedules or attachments to the Securities and Exchange Commission upon request.\]

10		First Amendment, dated as of June 26, 2025, to 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 (including a full conformed copy of the credit agreement, as amended by the first amendment) (incorporated by reference to Exhibit 10 to the Current Report on Form 8-K filed on June 27, 2025).

31.1		Certification of Principal Executive Officer Pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

31.2		Certification of Principal Financial Officer Pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

32		Certification of Principal Executive Officer and Principal Financial Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

101.INS		Inline XBRL Instance Document

101.SCH		Inline XBRL Taxonomy Extension Schema Document

101.CAL		Inline XBRL Taxonomy Extension Calculation Linkbase Document

101.DEF		Inline XBRL Taxonomy Extension Definition Linkbase Document

101.LAB		Inline XBRL Taxonomy Extension Label Linkbase Document

101.PRE		Inline XBRL Taxonomy Extension Presentation Linkbase Document

104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

Table of Contents 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 thereunto duly authorized.

	MAYVILLE ENGINEERING COMPANY, INC.
Date: August 6, 2025	By:	/s/ Jagadeesh A. Reddy
		Jagadeesh A. Reddy
		President & Chief Executive Officer
	By:	/s/ Rachele M. Lehr
		Rachele M. Lehr
		Chief Financial Officer

Exhibit 31.1

CERTIFICATION PURSUANT TO

RULES 13a-14(a) AND 15d-14(a) UNDER THE SECURITIES EXCHANGE ACT OF 1934,

AS ADOPTED PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, Jagadeesh A. Reddy, certify that:

1.	I have reviewed this Quarterly Report on Form 10-Q of Mayville Engineering Company, Inc.;
2.	Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
---	---
3.	Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
---	---
4.	The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
---	---
(a)	Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
---	---
(b)	Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
---	---
(c)	Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
---	---
(d)	Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and
---	---
5.	The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):
---	---
(a)	All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
---	---
(b)	Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.
---	---

---	---	---
Date: August 6, 2025	By:	/s/ Jagadeesh A. Reddy
	****	Jagadeesh A. Reddy
	****	President & Chief Executive Officer

Exhibit 31.2

CERTIFICATION PURSUANT TO

RULES 13a-14(a) AND 15d-14(a) UNDER THE SECURITIES EXCHANGE ACT OF 1934,

AS ADOPTED PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, Rachele M. Lehr, certify that:

1.	I have reviewed this Quarterly Report on Form 10-Q of Mayville Engineering Company, Inc.;
2.	Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
---	---
3.	Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
---	---
4.	The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
---	---
(a)	Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
---	---
(b)	Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
---	---
(c)	Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
---	---
(d)	Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and
---	---
5.	The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):
---	---
(a)	All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
---	---
(b)	Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.
---	---

---	---	---
Date: August 6, 2025	By:	/s/ Rachele M. Lehr
	****	Rachele M. Lehr
	****	Chief Financial Officer

Exhibit 32

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report on Form 10-Q of Mayville Engineering Company, Inc. (the “Company”) for the period ended June 30, 2025 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), Jagadeesh A. Reddy, as President and Chief Executive Officer of the Company, and Rachele M. Lehr, as Chief Financial Officer of the Company, each hereby certify, pursuant to 18 U.S.C. § 1350, as adopted pursuant to § 906 of the Sarbanes-Oxley Act of 2002, that to his knowledge:

(1)	The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
(2)	The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
---	---

---	---	---
Date: August 6, 2025	By:	/s/ Jagadeesh A. Reddy
	****	Jagadeesh A. Reddy
	****	President & Chief Executive Officer

	By:	/s/ Rachele M. Lehr
		Rachele M. Lehr
		Chief Financial Officer