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What changed in Mayville Engineering Company, Inc.'s 10-K — 2024 vs 2025

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Paragraph-level year-over-year comparison of Mayville Engineering Company, Inc.'s 2024 and 2025 10-K annual filings, covering the Business, Risk Factors, Legal Proceedings, Cybersecurity, MD&A and Market Risk sections. Every new, removed and edited paragraph is highlighted side-by-side so you can see exactly what management changed in the 2025 report.

+218 added−231 removedSource: 10-K (2026-03-04) vs 10-K (2025-03-06)

Top changes in Mayville Engineering Company, Inc.'s 2025 10-K

218 paragraphs added · 231 removed · 185 edited across 8 sections

Item 1. Business

Business — how the company describes what it does

59 edited+6 added−12 removed67 unchanged
Biggest changeWe serve our customers through 23 strategically located U.S. facilities, of which 22 are in use, across seven states, with more than three million square feet of manufacturing capacity. Our expansive footprint enables us to service and maintain strong relationships with existing key customers across the United States with a “local” presence, as well as target new customer opportunities.
Biggest changeOur expansive footprint enables us to service and maintain strong relationships with existing key customers across the United States with a “local” presence, as well as target new customer opportunities. Coupled with our focus on market alignment and execution, we constantly strive to improve and refine capabilities, capacities and reduce our carbon footprint.
We maintain an advanced machinery portfolio in our facilities allowing us to leverage our employee workforce with state-of-the-art capabilities and functionality. We strive to maintain our assets or upgrade capabilities where deterioration has driven obsolescence or better technology is available, reducing our carbon footprint.
We maintain an advanced machinery portfolio in our facilities allowing us to leverage our employee workforce with state-of-the-art capabilities and functionality. We maintain our assets or upgrade capabilities where deterioration has driven obsolescence or better technology is available, reducing our carbon footprint.
Our key customers have globally recognized brands and demand the highest product quality and expertise. Over our nearly 80-year history, we have developed capabilities and provided solutions that result in customer loyalty and long-standing relationships, which we call “The MEC Advantage”.
Our key customers have globally recognized brands and demand the highest product quality and expertise. Over our 80-year history, we have developed capabilities and provided solutions that result in customer loyalty and long-standing relationships, which we call “The MEC Advantage”.
Our historical success is a function of our engineering expertise, extensive manufacturing capabilities, limited commodity exposure, investment in automation and embedded relationships with the contractual ability to pass through variability in commodity prices.
Our historical success is a function of our engineering expertise, extensive manufacturing capabilities, limited commodity exposure, investment in automation and relationships with the contractual ability to pass through variability in commodity prices.
Through our collaborative approach, we maintain a complete, and growing, set of sophisticated manufacturing capabilities to meet the diverse needs of our customers, including: ● Program Management ¾ We offer our customers a complete solution from concept to launch following the Advanced Product Quality Planning (APQP) process (planning, design for manufacturability and development, process design and improvement, product and process validation and continuous improvement). ● Engineering ¾ We collaborate with our customers and provide design for manufacturing, off-line programming (lasers, brake press, machining, robotic welding, coordinate measuring machines), value engineering and continuous improvement (CI). ● Tool Design and Build ¾ Our in-house tool design and tool room capability ensures quality from start to finish.
Through our collaborative approach, we maintain a complete, and growing, set of sophisticated manufacturing capabilities to meet the diverse needs of our customers, including: ● Program Management ¾ We offer our customers a complete solution from concept to launch following the Advanced Product Quality Planning (APQP) process (planning, process design and improvement, product and process validation and continuous improvement). ● Engineering ¾ We collaborate with our customers and provide manufacturing process solutions including off-line programming (lasers, brake press, machining, robotic welding, coordinate measuring machines), value engineering and continuous improvement (CI). ● Tool Design and Build ¾ Our in-house tool design and tool room capability ensures quality from start to finish.
Throughout our history, our capabilities have allowed us to generate growth by expanding into new verticals and by further penetrating existing verticals through cross-selling to increase wallet share, a strategy that has driven deep-rooted relationships with our customers. Further, our unique combination of manufacturing processes allows us to opportunistically target sophisticated, higher margin business.
Throughout our history, our capabilities have allowed us to generate growth by expanding into new verticals and by 5 Table of Contents further penetrating existing verticals through cross-selling to increase wallet share, a strategy that has driven deep-rooted relationships with our customers. Further, our unique combination of manufacturing processes allows us to opportunistically target sophisticated, higher margin business.
We have leveraged our technical expertise within capital expenditure programs to make significant investments in operational infrastructure throughout our history via flexible and re-deployable automation, creating capacity, enhancing throughput, quality, and consistency. For example, we were one of the first in our industry to adopt fiber lasers and have continued to invest in this metal cutting capability.
We have leveraged our technical expertise within capex programs to make significant investments in operational infrastructure throughout our history via flexible and re-deployable automation, creating capacity, enhancing throughput, quality and consistency. For example, we were one of the first in our industry to adopt fiber lasers and have continued to invest in this metal cutting capability.
For example, our more than 40-year relationship with Deere & Company (John Deere) began with a small order of simple stamped parts for a farm tractor in its agricultural segment that expanded over time and represented 2024 sales in excess of $65 million across five market segments, representing over 65 model platforms.
For example, our more than 40-year relationship with Deere & Company (John Deere) began with a small order of simple stamped parts for a farm tractor in its agricultural segment that expanded over time and represented 2025 sales in excess of $54 million across five market segments, representing over 65 model platforms.
Our depth of capabilities allows us to offer our customers: ● low volume production capability; ● customized and sophisticated solutions; ● unique engineering and manufacturing capabilities throughout the product lifecycle; ● critical scale to service large national and regional customers as well as local customers; and ● the ability to act as a single point of contact and offer seamless customer service.
Our depth of capabilities allows us to offer our customers: ● low volume production capability; ● customized and sophisticated solutions; 4 Table of Contents ● unique engineering and manufacturing capabilities throughout the product lifecycle; ● critical scale to service large national and regional customers as well as local customers; and ● the ability to act as a single point of contact and offer seamless customer service.
Our suppliers are strategically located to maximize efficiencies and minimize shipping costs. We maintain a multitude of alternative 9 Table of Contents suppliers to which we could transfer orders to, if needed. As we continue to grow, however, we intend to leverage our size and scale to rationalize our supply base to further reduce material costs.
Our suppliers are strategically located to maximize efficiencies and minimize shipping costs. We maintain a multitude of alternative suppliers to which we could transfer orders to, if needed. As we continue to grow, however, we intend to leverage our size and scale to rationalize our supply base to further reduce material costs.
End Market and Customer Diversification. Our value-added manufacturing focus enables us to remain diversified across a variety of customer end markets, including heavy- and medium-duty commercial vehicles, construction & access equipment, powersports, agriculture, and military, among others. These end markets are representative of our globally recognized customers, which are comprised of large OEM manufacturers.
End Market and Customer Diversification. Our value-added manufacturing focus enables us to remain diversified across a variety of customer end markets, including heavy- and medium-duty commercial vehicles, construction & access equipment, powersports, data center & critical power, agriculture, and military, among others. These end markets are representative of our globally recognized customers, which are comprised of large OEM manufacturers.
For example as our heavy- and medium-duty commercial vehicles, construction & access equipment, powersports, and agriculture customers’ revenues fluctuated from 2013 to 2017, with median peak-to-trough sales decline of 23%, our peak-to-trough sales declines were less than that of those respective markets at only 10%.
For example as our heavy- and medium-duty commercial vehicles, construction & access equipment, powersports, data center & critical power and agriculture customers’ revenues fluctuated from 2013 to 2017, with median peak-to-trough sales decline of 23%, our peak-to-trough sales declines were less than that of those respective markets at only 10%.
According to the Fabricator magazine, we have been ranked as the largest fabricator in the United States for the past 14 years in a row (2011 – 2024). The market is highly fragmented and characterized by high barriers to entry given the complex nature of the work, established relationships and high customer switching costs.
According to the Fabricator magazine, we have been ranked as the largest fabricator in the United States for the past 15 years in a row (2011 – 2025). The market is highly fragmented and characterized by high barriers to entry given the complex nature of the work, established relationships and high customer switching costs.
According to The Fabricator magazine, we have been ranked as the largest fabricator in the United States for the past 14 years in a row (2011 – 2024). Our customers’ complex products require a unique combination of our capabilities that allow us to achieve a customized offering to satisfy our customers’ desired outcomes.
According to The Fabricator magazine, we have been ranked as the largest fabricator in the United States for the past 15 years in a row (2011 – 2025). Our customers’ complex products require a unique combination of our capabilities that allow us to achieve a customized offering to satisfy our customers’ desired outcomes.
Based on our history, OEMs pursue a strategy that focuses on core component market differentiation, such as structural frames and complete powertrain assemblies, and prefer to outsource the remaining product components to third parties rather than manufacturing them in-house.
Based on our history, OEMs pursue a strategy that focuses on core component market differentiation, such as structural frames and complete powertrain assemblies, and prefer to outsource the remaining product 3 Table of Contents components to third parties rather than manufacturing them in-house.
Sales personnel are aligned by market segment and customer, including heavy- and medium-duty commercial vehicles, construction & access equipment, powersports, agriculture, military and other end markets, and employ a highly technical and collaborative sales process with deep knowledge of our customers and capabilities.
Sales personnel are aligned by market segment and customer, including heavy- and medium-duty commercial vehicles, construction & access equipment, powersports, data center & critical power, agriculture, military and other end markets, and employ a highly technical and collaborative sales process with deep knowledge of our customers and capabilities.
Moreover, the agility that our quick response manufacturing methodology provides keeps our purchasing, 8 Table of Contents manufacturing, engineering and quality teams on the cutting edge of flexible manufacturing. This adaptable approach also decreases manufacturing costs, allows for faster order turnaround times and elimination of excess waste.
Moreover, the agility that our quick response manufacturing methodology keeps our purchasing, manufacturing, engineering and quality teams on the cutting edge of flexible manufacturing. This adaptable approach also decreases manufacturing costs, allows for faster order turnaround times and elimination of excess waste.
The primary end markets we serve include heavy- and medium-duty commercial vehicles, construction & access equipment, powersports, agriculture and military, among others. As markets strengthen or weaken, our output is redirected and realigned to support ongoing change.
The primary end markets we serve include heavy- and medium-duty commercial vehicles, construction & access equipment, powersports, data center & critical power, agriculture and military, among others. As markets strengthen or weaken, our output is redirected and realigned to support ongoing change.
We periodically enter into joint process improvement efforts with key customers. Such exercises have historically resulted in reduced manufacturing critical path time, cost reductions and quality improvements through effective batch sizes and more repeatable processes.
We periodically enter into joint process improvement efforts with key customers. Such exercises have historically resulted in reduced manufacturing critical path time, cost reductions and quality improvements through effective batch sizes and more repeatable 8 Table of Contents processes.
For example, our diverse manufacturing capabilities across product lines have contributed to us being selected the Largest Fabricator by The Fabricator magazine’s “FAB 40” listing in the desirable U.S. markets for the past 14 years in a row (2011 – 2024).
For example, our diverse manufacturing capabilities across product lines have contributed to us being selected the Largest Fabricator by The Fabricator magazine’s “FAB 40” listing in the desirable U.S. markets for the past 15 years in a row (2011 – 2025).
We build and service all categories of tooling, including large progressive dies. ● Laser Cutting ¾ Our programmable fiber and CO2 laser cutting capabilities eliminate expensive hard tooling. Our equipment can cut metal up to 1 inch thick while maintaining tolerances to .002 inches at speeds up to 4,000 watts per minute.
We build and service all categories of tooling, including large progressive dies. ● Laser Cutting ¾ Our programmable fiber and CO2 laser cutting capabilities eliminate expensive hard tooling. Our equipment can cut metal up to 1 inch thick while maintaining tolerances to .002 inches at speeds up to 3,000 inches per minute at .040” thickness.
We have not historically experienced customer attrition given high customer switching costs resulting from our embedded relationships driven by our broad capabilities and scale. Raw Materials and Manufactured Components Our primary purchased commodities are steel and aluminum. We maintain a broad and diverse base of over 800 direct material suppliers.
We have not historically experienced customer attrition given high customer switching costs resulting from our embedded relationships driven by our broad capabilities and scale. 9 Table of Contents Raw Materials and Manufactured Components Our primary purchased commodities are steel and aluminum. We maintain a broad and diverse base of over 900 direct material suppliers.
Our established relationships provide efficient and flexible access to resources and redundancy to ensure support of our customers. We have no history of significant supply issues or outages. In 2024, no single supplier represented more than 12% of our total raw material purchases and over 98% of the raw materials we purchased were sourced from suppliers in the United States.
Our established relationships provide efficient and flexible access to resources and redundancy to ensure support of our customers. We have no history of significant supply issues or outages. In 2025, no single supplier represented more than 9% of our total raw material purchases and over 90% of the raw materials we purchased were sourced from suppliers in the United States.
For example, we provide John Deere, a leading customer with 2024 net sales accounting for 11.3% of our total revenue, with over 5,000 SKUs across over 65 individual John Deere platforms including the agriculture, forestry, turf care, power systems and construction & access equipment end markets.
For example, we provide John Deere, a leading customer, with 2025 net sales accounting for 10.0% of our total revenue, with over 3,000 SKUs across over 65 individual John Deere platforms including the agriculture, forestry, turf care, power systems and construction & access equipment end markets.
Our Quality Management System is comprised of the following: ● IATF 16949:2016 certification (one of the automotive industry’s most widely used international standards for quality management); ● ISO 9001:2015 registration (international standard for quality management systems); ● process and assembly line audits with focus on process control; ● process capability that is proven at validation and monitored during production; and ● specialized validations for paint and weld operations.
Our Quality Management System is comprised of the following: ● IATF 16949: 2016 certification (one of the automotive industry’s most widely used international standards for quality management); ● ISO 9001: 2015 registration (international standard for quality management systems); ● process capability that is proven at validation and monitored during production; and ● specialized validations for paint and weld operations.
While there are numerous competitors in the markets in which we operate, few maintain the product 4 Table of Contents breadth, manufacturing capabilities, scale or engineering expertise that we do.
While there are numerous competitors in the markets in which we operate, few maintain the product breadth, manufacturing capabilities, scale or engineering expertise that we do.
Our Markets Our primary end markets include (but are not limited to) the heavy- and medium-duty commercial vehicles, construction & access equipment, powersports, agriculture and military markets.
Our Markets Our primary end markets include (but are not limited to) the heavy- and medium-duty commercial vehicles, construction & access equipment, powersports, data center & critical power, agriculture and military markets.
While there can be instances of intense competition in specific end markets, we believe that we have been able to effectively compete, and maintain competitive advantages on the basis of our: ● scale and product offering with the ability to cross-sell and provide our customers with a one-source solution; ● broad manufacturing capability and flexibility to fulfill requests that require complex solutions; ● customer service with our highly skilled and knowledgeable workforce able to provide consultative advice; and ● regionalized geographic focus provides a defensible position from both foreign and domestic competitors as our customers continue to take a regionalized approach to production, which provides a shorter supply chain with greater flexibility.
While there can be instances of intense competition in specific end markets, we believe that we have been able to effectively compete, and maintain competitive advantages on the basis of our: ● scale and product offering with the ability to cross-sell and provide our customers with a one-source solution; ● broad manufacturing capability and flexibility to fulfill requests that require complex solutions; ● customer service with our highly skilled and knowledgeable workforce able to provide consultative advice; and ● regionalized geographic focus provides a defensible position from both foreign and domestic competitors as our customers continue to take a regionalized approach to production, which provides a shorter supply chain with greater flexibility. 10 Table of Contents Our Human Capital Management We build a high-performance culture where employees are empowered to innovate and deliver premium products to our customers.
Our coating systems utilize direct-to-metal and pre-treatments including acid pickle, zinc phosphate and in-line Alodine for the conversion of aluminum. ● Lean and Continuous Improvement ¾ Through our formal, robust MBX system, MEC is driving lean and continuous improvement in every facet of our business. Eliminating waste leads to value creation, overall customer satisfaction and revenue growth.
Our coating systems utilize direct-to-metal and pre-treatments including acid pickle, zinc phosphate and in-line Alodine for the conversion of aluminum. ● Lean and Continuous Improvement ¾ Through our formal, robust MBX system, MEC is driving lean and continuous improvement in every facet of our business.
In 2024, our top customer and top ten customers accounted for 16.8% and 70.6% of net sales, respectively, which collectively represents hundreds of platforms that we serve across a variety of end markets and customer operating segments.
In 2025, our top customer and top ten customers accounted for 13.6% and 62.3% of net sales, respectively, which collectively represents hundreds of platforms that we serve across a variety of end markets and customer operating segments.
The Company is focused on driving a disciplined capital strategy that includes allocating capital to expand within high-growth adjacent markets, continue to increase our share-of-wallet with existing customers and execute strategic acquisition opportunities while also generating strong free cash flow, managing debt levels and liquidity positions, and continuing to return capital to shareholders through share repurchases.
The Company is focused on executing a disciplined capital strategy that includes allocating capital to expand within attractive adjacent markets, increasing share-of-wallet with existing customers, and pursuing strategic acquisition opportunities, while also generating strong free cash flow, managing debt levels and liquidity, and continuing to return capital to shareholders through share repurchases.
Medium-duty commercial vehicles include classes 3-7 trucks such as box trucks; ● Construction & Access Equipment: Primary applications include wheel loaders, crawlers, skid steer loaders, excavators, motor graders, aerial lifts, boom lifts and other construction equipment; ● Powersports: Encompasses our all-terrain (ATV) and multi-utility (MUV) vehicles, as well as marine and motorcycle markets; ● Agriculture: Primary applications include tractors, combines, sprayers, turf care, implements and other agriculture-related equipment; ● Military: We provide a variety of components for military vehicle platforms; ● Other: We provide components and assemblies to a variety of other industrial end markets, such as power generation, industrial equipment and fixtures, consumer tools, mining, forestry, medical and the automotive end market.
Medium-duty commercial vehicles include classes 3-7 trucks such as box trucks; ● Construction & Access Equipment: Primary applications include wheel loaders, crawlers, skid steer loaders, excavators, motor graders, aerial lifts, boom lifts and other construction equipment; ● Powersports: Encompasses our all-terrain (ATV) and multi-utility (MUV) vehicles, as well as marine and motorcycle markets; ● Data Center & Critical Power: Major applications include precision metal enclosures, cabinets, racks, frames, panels, sub-assemblies, backup energy systems, intelligent power management solutions in mission-critical data center and electrical infrastructure environments. ● Agriculture: Primary applications include tractors, combines, sprayers, turf care, implements and other agriculture-related equipment; ● Military: We provide a variety of components for military vehicle platforms; ● Other: We provide components and assemblies to a variety of other industrial end markets, such as power generation, industrial equipment and fixtures, consumer tools, mining, forestry, medical and the automotive end market.
Further, we are diversified by customers and end markets with net sales attributed to our top 20 customers accounting for $478 million of 2024 net sales, and no single end market accounting for more than 38% of net sales. For the year ended December 31, 2024, PACCAR Inc. and John Deere accounted for 16.8% and 11.3% of net sales, respectively.
Further, we are diversified by customers and end markets with net sales attributed to our top 20 customers accounting for $421 million of 2025 net sales, and no single end market accounting for more than 32% of net sales. For the year ended December 31, 2025, PACCAR Inc. and John Deere accounted for 13.6% and 10.0% of net sales, respectively.
We have a track record of growth and are well-positioned to increase our market share and benefit from the growth in customer demand as well as the secular trends of reshoring and outsourcing across the end markets that we serve.
We have a track record of growth and are well-positioned to increase our market share and benefit from the growth in customer demand as well as the secular trends of reshoring and outsourcing across the end markets that we serve. To help pursue our strategic mission, we have approximately 2,400 employees who are tactically aligned around our core values.
Our Proven Approach We collaborate with our customers to generate a strategic alignment and position ourselves as an essential part of our customers’ product development and manufacturing processes by drawing on our deep product and engineering knowledge to deliver best-in-class solutions. Our approach is simple: we view quality as a significant business strategy with a strong return on investment.
We hold registration for ISO 14001:2015. Our Proven Approach We collaborate with our customers to generate a strategic alignment and position ourselves as an essential part of our customers’ product development and manufacturing processes by drawing on our deep product and engineering knowledge to deliver best-in-class solutions.
The Company is focused on driving commercial growth through an integrated, solutions-oriented approach that leverages its full suite of design, prototyping and aftermarket services; an expansion of its fabrication capabilities beyond steel, with an emphasis on lightweight aluminum, plastics and composites; diversification within high-growth energy transition markets; further market penetration within existing end markets; and the implementation of a value-based pricing model capturing the cost to serve.
The Company is focused on driving commercial growth through an integrated, solutions-oriented approach that leverages its full suite of design, prototyping, and aftermarket services; with fabrication capabilities in both steel and aluminum; diversification into rapidly growing data center and critical power end markets; further market penetration within existing end markets; and the implementation of a value-based pricing model that reflects the cost to serve and the criticality of our solutions.
We have developed long-standing relationships with our blue-chip customers based upon our commitment to “Unmatched Excellence”. We provide a diverse set of process offerings and a one-source solution with benefits throughout the entire product lifecycle, including front-end collaboration in design and prototyping, product manufacturing, aftermarket components and ancillary supply chain benefits.
We provide a diverse set of process offerings and a one-source solution with benefits throughout the entire product lifecycle, including front-end collaboration in design and prototyping, product manufacturing, aftermarket components and ancillary supply chain benefits.
These growth initiatives will continue to deepen and defend our existing market share, while diversifying our customer and end market exposure. Disciplined Capital Deployment.
These growth initiatives are intended to deepen and defend our existing market share while diversifying our customer base and end-market exposure with infrastructure-driven demand. Disciplined Capital Deployment.
Our increasingly stable performance is a direct result of our intentional business design of agility and adaptability to realign manufacturing capacities to serve diversified and ever-changing end markets. 5 Table of Contents Breadth of Capabilities Appealing to a Variety of Applications.
Our increasingly stable performance is a direct result of our intentional business design of agility and adaptability to realign manufacturing capacities to serve diversified and ever-changing end markets. Breadth of Capabilities Appealing to a Variety of Applications. We have many manufacturing capabilities that together represent the building blocks for the complex solutions we provide to our customers.
Our investments in continuous improvement and automation have driven operational efficiencies and improved metric tracking allowing our management team to more effectively run the business and improve the value we provide to our customers.
In today’s ever-changing labor market, the ability to redeploy labor to increase flexibility and capacity for our customers is of the utmost importance and interest. Our investments in continuous improvement and automation have driven operational efficiencies and improved metric tracking, allowing our management team to more effectively run the business and improve the value we provide to our customers.
We are not including the information provided on our website as a part of, or incorporating it by reference into, this Annual Report on Form 10-K.
We believe that our environmental control procedures are adequate. 11 Table of Contents Available Information Our website address is www.mecinc.com. We are not including the information provided on our website as a part of, or incorporating it by reference into, this Annual Report on Form 10-K.
Coupled with our focus on market alignment and execution, we constantly strive to improve and refine capabilities, capacities and reduce our carbon footprint. In addition, the ongoing investment in flexible, re-deployable automation allows us to expand output while reducing cost and improving quality, productivity and consistency for margin enhancement and market leading competitiveness.
In addition, the ongoing investment in flexible, re-deployable automation allows us to expand output while reducing cost and improving quality, productivity and consistency for margin enhancement and market leading competitiveness.
We maintain an established base of long-standing customers comprised of leading, blue-chip OEM manufacturers across the United States. Our broad capabilities offering and track record of producing the highest quality solutions have allowed us to establish, and subsequently deepen, relationships with additional products and platforms over time.
Our broad capabilities offering and track record of producing the highest quality solutions have allowed us to establish, and subsequently deepen, relationships with additional products and platforms over time.
Further enhancing our benefit offerings, we provide an on-site healthcare team at certain facilities to treat work and non-work related injuries and assist employees with general wellness and overall well-being. Lastly, MEC has several initiatives entered around employee appreciation which include: cookouts, holiday lunches and a Fresh Market food program.
Further enhancing our benefit offerings, we provide an on-site healthcare team at certain facilities to treat work and non-work related injuries and assist employees with general wellness and overall well-being.
To help pursue our strategic mission, we have approximately 2,200 employees who are tactically 2 Table of Contents aligned around our core values. We are led by an experienced management team that has contributed to our growth by establishing deep and long-standing relationships with key customers and has worked to expand the customer base both organically and through strategic acquisitions.
We are led by an experienced management team that has contributed to our growth by establishing deep and long-standing relationships with key customers and has worked to expand the customer base both organically and through strategic acquisitions. 2 Table of Contents We maintain an established base of long-standing customers comprised of leading, blue-chip OEM manufacturers across the United States.
This consolidation trend will allow us to grow and protects our cash flow as markets change and shift. We have also experienced, and benefitted from, OEM trends seeking to improve their strategy execution and simplify their business through outsourcing and reshoring.
We have also experienced, and benefitted from, OEM trends seeking to improve their strategy execution and simplify their business through outsourcing and reshoring.
(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.
Item 1. Business. General Mayville Engineering Company, Inc. (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 employees are the foundation of our company; with experience across a diverse range of markets and capabilities, they drive innovation, believe in our process and the outcomes of their work and our success.
As part of this strategy, we intend to prioritize capital investment toward high-growth data center and critical power end markets. Human Resource Optimization. Our employees are the foundation of our company; with experience across a diverse range of markets and capabilities, they drive innovation, believe in our process and the outcomes of their work and our success.
Additionally, we believe our success depends on our ability to attract, develop and retain highly skilled employees. As of December 31, 2024, we had approximately 2,200 full-time employees, approximately 1,700 of whom are production employees. None of our employees are represented by a union and 10 Table of Contents we are not party to any collective bargaining agreements.
As of December 31, 2025, we had approximately 2,400 full-time employees, approximately 1,900 of whom are production employees. None of our employees are represented by a union and we are not party to any collective bargaining agreements. On average, our employees have approximately nine years of service with us.
Our Human Capital Management We build a high-performance culture where employees are empowered to innovate and deliver premium products to our customers. Our “One MEC, One Mission” values guide how we work and interact with each other. Our foundation rests on integrity, respect, and teamwork, alongside our commitment to agility, customer focus, and collaboration.
Our “One MEC, One Mission” values guide how we work and interact with each other. Our foundation rests on integrity, respect, and teamwork, alongside our commitment to agility, customer focus, and collaboration. Additionally, we believe our success depends on our ability to attract, develop and retain highly skilled employees.
All full-time employees are offered an incentive program and select employees responsible for driving results are eligible to receive stock-based compensation through our Omnibus Incentive Plan. Refer to Note 18 – Stock-based compensation within the Notes to Consolidated Financial Statements for additional detail related to our stock-based compensation program.
Refer to Note 18 – Stock-based compensation within the Notes to Consolidated Financial Statements for additional detail related to our stock-based compensation program.
Our philosophy on quality is based on our commitment to precision and continuous improvement with an international automotive task force (IATF) and international organization for standardization (ISO) foundation. Our skilled and experienced staff is highly trained in areas of quality planning, metrology, geometric dimensioning and tolerancing (ASME Y14.5M 1994), ISO, statistical techniques (SPC) and ISO 14001 certifications.
Our skilled and experienced staff are highly trained in areas of quality planning, metrology, geometric dimensioning and tolerancing (ASME Y14.5M 1994), ISO, and statistical techniques (SPC).
On average, our employees have approximately nine years of service with us. Training and development We invest in developing and maintaining a highly skilled workforce. Our employees pursue diverse career paths through on-the-job training, certification programs, and tuition reimbursement.
Training and development We invest in developing and maintaining a highly skilled workforce. Our employees pursue diverse career paths through on-the-job training, certification programs, and tuition reimbursement. We support talent development at all levels through our annual performance review process, which includes creating individual development plans for employee growth.
We support talent development at all levels through our annual performance review process, which includes creating individual development plans for employee growth. While hiring skilled trade workers remains challenging across our industry, our investments in new technologies and capabilities enable us to retrain employees from traditional roles for other positions within the Company.
While hiring skilled trade workers remains challenging across our industry, our investments in new technologies and capabilities enable us to retrain employees from traditional roles for other positions within the Company. Compensation and benefits We provide competitive compensation and comprehensive benefits, benchmarking our packages annually against similar industries in our facilities locations.
Compensation and benefits We provide competitive compensation and comprehensive benefits, benchmarking our packages annually against similar industries in our facilities locations. Our compensation strategy aims to reward performance, support the Company’s goals, and attract and retain top talent. Our stock-based compensation plan helps us maintain competitive total compensation packages while incentivizing long-term company performance.
Our compensation strategy aims to reward performance, support the Company’s goals, and attract and retain top talent. Our stock-based compensation plan helps us maintain competitive total compensation packages while incentivizing long-term company performance. All full-time employees are offered an incentive program and select employees responsible for driving results are eligible to receive stock-based compensation through our Omnibus Incentive Plan.
We continue to implement new high wattage fiber lasers with connected material handling automation systems. These connected machines are multiple times faster with more precision and consume less power than similar machines from a few years ago. Additionally, we operate robotic press brakes at several locations with a continuous shift towards precision and automation.
We have replaced many of our machines with advanced versions that incorporate material handling automation from leading industry brands. These machines are multiple times faster with increased precision while consuming less power than our previous machines. Additionally, we continue to advance robotic press brakes at several locations with a continuous shift towards precision and automation.
Environmental Matters We are subject to numerous federal, state and local laws and regulations relating to manufacturing, handling and disposal of materials into the environment. We believe that our environmental control procedures are adequate. ​ 11 Table of Contents Available Information Our website address is www.mecinc.com.
The Company utilizes a third-party integrity hotline to facilitate the anonymous reporting of any potential ethics violations. Environmental Matters We are subject to numerous federal, state and local laws and regulations relating to manufacturing, handling and disposal of materials into the environment.
By reducing setup times, faster speeds, accuracy, better ergonomics and employee interactions, these investments have resulted in attractive paybacks. Furthermore, we implemented cobots for welding and material handling applications at several facilities improving labor utilization and plan to continue with further investment in this technology.
By reducing setup times coupled with faster speeds, accuracy, better ergonomics and employee interactions, all such investments have resulted in very attractive returns on our investment.
These investments in technology-enabled infrastructure allow us to reallocate our workforce, as employees can be retrained and redeployed into more technically skilled positions. In today’s ever-changing labor market, the ability to redeploy labor to increase flexibility and capacity for our customers is of the utmost importance and interest.
We invested in other infrastructure and equipment towards strategic restructuring of capabilities following the mid-year Accu-Fab acquisition. Our internal teams are actively creating and deploying software-driven automation solutions to support office business operations. These investments in technology-enabled infrastructure allow us to reallocate our workforce, as employees can be retrained and redeployed into more technically skilled positions.
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Item 1. Business. Cautionary Statement Regarding Forward-Looking Statements Certain matters discussed in this Annual Report on Form 10-K 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.
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Our customers operate in diverse end markets, including heavy- and medium-duty commercial vehicles, construction & access equipment, powersports, data center & critical power, agriculture, military and other end markets. We have developed long-standing relationships with our blue-chip customers based upon our commitment to “Unmatched Excellence”.
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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.
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We serve our customers through 27 strategically located U.S. facilities, of which 25 are in operation, across nine states, with approximately three and a half million square feet of manufacturing capacity.
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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.
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We implemented Collaborative Robots (Cobots) for welding and material handling applications at several facilities with the view towards improving labor utilization and, given our success, we expect to continue with further improvements in the coming years. Additionally, we systematically invested in fully automatic and mechanized welding equipment to support our core competency and maintain attractive and safe working environments.
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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.
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We also invested in automated precision tube forming and joining capabilities to increase the diverse range of offerings from our facilities. To support Data Center-specific manufacturing, we purchased best-in-class punching machines to provide the fastest industry cycle times and automatic operations. These machines have been distributed strategically to our major facility locations.
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(MEC, the Company, we, our, us or similar terms) believes the expectations reflected in the forward-looking statements contained in this Annual Report on Form 10-K 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.
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Eliminating waste leads to value creation, overall customer satisfaction and revenue growth. ● Environmental Sustainability – We do business with environmental sustainability in mind. By reducing energy, scrap and water we help protect the environment while delivering long-term value to our customers. These practices align our products and business with the growing demand for environmentally responsible solutions.
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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 this Annual Report on Form 10-K for the year ended December 31, 2024, and as such may be amended or supplemented in Part II, Item 1A of our subsequently filed Quarterly Reports on Form 10-Q, 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; ● risks related to entering new markets; ● our ability to recruit and retain our key executive officers, managers and trade-skilled personnel; ● volatility in the prices or availability of raw materials critical to our business; ● 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; 1 Table of Contents ● risks related to our information technology systems and infrastructure; ● geopolitical and economic developments, including foreign trade relations and associated tariffs; ● 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 this Annual Report on Form 10-K, and to subsequently maintain effective internal control over financial reporting.
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Our approach is simple: we view quality as a significant business strategy with a strong return on investment. Our philosophy on quality is based on our commitment to precision and continuous improvement with an international automotive task force (IATF) and international organization for standardization (ISO) foundation.
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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.
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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.
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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. General Mayville Engineering Company, Inc.
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Further, as these fluctuations affect the market, we are favorably positioned to benefit from the broader trend of our OEM customers consolidating to fewer and more sophisticated suppliers in order to improve quality and delivery 3 Table of Contents while lowering the total cost of doing business.
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We have many manufacturing capabilities that together represent the building blocks for the complex solutions we provide to our customers.
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As part of this initiative, our intentions are to prioritize capital investment towards the light-weighting of materials fabrication, such as aluminum, plastics, and composites, to ensure we are in position to support growth within high-growth energy transition markets. Human Resource Optimization.

Item 1A. Risk Factors

Risk Factors — what could go wrong, per management

44 edited+10 added−19 removed119 unchanged
Biggest changeAdditionally, our customers’ businesses may be negatively impacted by import tariffs, taxes, customs duties and/or other trade regulations imposed by the U.S. government on foreign countries or by foreign countries on the United States, which could, in turn, reduce our customers’ demand for the components that we manufacture for them.
Biggest changeIf the cost of our raw materials increases, or if we are unable to procure the necessary raw materials required to manufacture our components, then we could experience a negative impact on our operating results, profitability, customer relationships and future cash flows. 17 Table of Contents Additionally, our customers’ businesses have been, and may continue to be in the future, negatively impacted by import tariffs, taxes, customs duties and/or other trade regulations imposed by the U.S. government on foreign countries or by foreign countries on the United States, which has, and in the future could, in turn, reduce our customers’ demand for the components that we manufacture for them.
Factors that could cause fluctuations in the market price of our common stock include the following: general economic and geopolitical conditions, inflation, interest rates, tariffs, fuel prices, international currency fluctuations and acts of war or terrorism; price and volume fluctuations in the overall stock market from time to time; actual or anticipated fluctuations in our quarterly financial results or the quarterly financial results of companies perceived to be similar to us; changes in the market’s expectations about our operating results; changes in our orders in a given period; success of competitors; our operating results failing to meet the expectation of securities analysts or investors in a particular period; 23 Table of Contents changes in financial estimates and recommendations by securities analysts concerning us or the markets in general; operating and stock price performance of other companies that investors deem comparable to us; our ability to manufacture new and enhanced components for the products of our customers on a timely basis; changes in laws and regulations affecting our business; commencement of, or involvement in, litigation involving us; changes in our capital structure, such as future issuances of securities or the incurrence of additional debt; the volume of securities available for public sale; sales of substantial amounts of our securities by our directors, executive officers or significant shareholders (including our current and former employees via the ESOP and the 401(k) Plan) or the perception that such sales could occur; any major change in our Board of Directors or management; and changes in our investor base.
Factors that could cause fluctuations in the market price of our common stock include the following: general economic and geopolitical conditions, inflation, interest rates, tariffs, fuel prices, international currency fluctuations and acts of war or terrorism; price and volume fluctuations in the overall stock market from time to time; actual or anticipated fluctuations in our quarterly financial results or the quarterly financial results of companies perceived to be similar to us; changes in the market’s expectations about our operating results; changes in our orders in a given period; success of competitors; our operating results failing to meet the expectation of securities analysts or investors in a particular period; changes in financial estimates and recommendations by securities analysts concerning us or the markets in general; operating and stock price performance of other companies that investors deem comparable to us; our ability to manufacture new and enhanced components for the products of our customers on a timely basis; changes in laws and regulations affecting our business; commencement of, or involvement in, litigation involving us; changes in our capital structure, such as future issuances of securities or the incurrence of additional debt; the volume of securities available for public sale; sales of substantial amounts of our securities by our directors, executive officers or significant shareholders (including our current and former employees via the ESOP and the 401(k) Plan) or the perception that such sales could occur; any major change in our Board of Directors or management; and changes in our investor base.
Our Credit Agreement contains a number of covenants that limit our ability and the ability of our subsidiaries to: ● create, incur or assume indebtedness (other than certain permitted indebtedness); ● create or incur liens (other than certain permitted liens); ● make investments (other than certain permitted investments); ● merge or consolidate with another entity; ● make asset dispositions (other than certain permitted dispositions); ● declare or pay any dividend or any other distribution to shareholders; ● enter into transactions with affiliates; ● make certain organizational changes, including changing our fiscal year end or amending our organizational documents; ● enter into any agreement further restricting our ability to create or assume any lien; ● sell notes receivable or accounts receivable except under certain circumstances; ● enter into sale leaseback transactions; ● incur capital expenditures in excess of $35.0 million in any fiscal year; ● permit any person or group other than the ESOP or other employee benefit plan of ours (like our 401(k) plan) to own or control more than 35% of our equity interests; or ● permit our Board of Directors to not be composed of a majority of our continuing directors (i.e., our directors as of September 26, 2019 and any additional or replacement directors that have been approved by at least 51% of the directors then in office).
Our Credit Agreement contains a number of covenants that limit our ability and the ability of our subsidiaries to: ● create, incur or assume indebtedness (other than certain permitted indebtedness); ● create or incur liens (other than certain permitted liens); ● make investments (other than certain permitted investments); ● merge or consolidate with another entity; ● make asset dispositions (other than certain permitted dispositions); ● declare or pay any dividend or any other distribution to shareholders; ● enter into transactions with affiliates; ● make certain organizational changes, including changing our fiscal year end or amending our organizational documents; ● enter into any agreement further restricting our ability to create or assume any lien; ● sell notes receivable or accounts receivable except under certain circumstances; ● enter into sale leaseback transactions; 21 Table of Contents ● incur capital expenditures in excess of $50.0 million in any fiscal year; ● permit any person or group other than the ESOP or other employee benefit plan of ours (like our 401(k) plan) to own or control more than 35% of our equity interests; or ● permit our Board of Directors to not be composed of a majority of our continuing directors (i.e., our directors as of September 26, 2019 and any additional or replacement directors that have been approved by at least 51% of the directors then in office).
We may engage in a business combination with an interested shareholder after the expiration of the three-year period with respect to that shareholder only if one or more of the following conditions is satisfied: (i) our Board of Directors approved the acquisition of the stock before the date on which the shareholder acquired the shares, (ii) the business combination is approved by a majority of our outstanding voting stock not beneficially owned by the interested shareholder or (iii) the consideration to be received by shareholders meets certain fair prices requirements of the WBCL with respect to form and amount.
We may engage in a business combination with an interested shareholder after the expiration of the three-year period with respect to that shareholder only if one or more of the following conditions is satisfied: (i) our Board of 23 Table of Contents Directors approved the acquisition of the stock before the date on which the shareholder acquired the shares, (ii) the business combination is approved by a majority of our outstanding voting stock not beneficially owned by the interested shareholder or (iii) the consideration to be received by shareholders meets certain fair prices requirements of the WBCL with respect to form and amount.
We could be affected by the loss of any of our executive officers who are responsible for formulating and implementing our business plan and strategy, and who have been instrumental in our growth and development. In addition, we need to recruit and retain additional management personnel and other skilled employees at our facilities.
We could be affected by the loss of any of our executive officers who are responsible for formulating and implementing our business plan and strategy, and who are instrumental to our growth and development. In addition, we need to recruit and retain additional management personnel and other skilled employees at our facilities.
This concentration of ownership may have the effect of delaying, preventing or deterring a change in control of our company, could deprive our non-ESOP and non-401(k) Plan shareholders of an opportunity to receive a premium for their common stock as part of a sale of our company and might ultimately affect the market price of our common stock.
This concentration of ownership may have the effect of 22 Table of Contents delaying, preventing or deterring a change in control of our company, could deprive our non-ESOP and non-401(k) Plan shareholders of an opportunity to receive a premium for their common stock as part of a sale of our company and might ultimately affect the market price of our common stock.
In addition, acquisitions involve numerous risks, including (i) incurring the time and expense associated with identifying and evaluating potential acquisitions and negotiating potential transactions, resulting in management’s attention being diverted from the operation of our existing business; (ii) using estimates and judgments to evaluate credit, operations, funding, liquidity, business, management and market risks with respect to the target entity or assets; (iii) litigation relating to an acquisition, particularly in the context of a publicly held acquisition target, could require us to incur significant expenses or result in the delaying or enjoining of the transaction; (iv) failing to properly identify an acquisition candidate’s liabilities, potential liabilities or risks; and (v) not receiving required regulatory approvals or such approvals being delayed or restrictively conditional.
In addition, acquisitions involve numerous risks, including (i) incurring the time and expense associated with identifying and evaluating potential acquisitions and negotiating potential transactions, resulting in management’s attention being diverted from the operation of our existing business; (ii) using estimates and judgments to evaluate credit, operations, funding, liquidity, business, management and market risks with respect to the target entity or assets; (iii) litigation relating to an acquisition, particularly in the context of a publicly held acquisition target, could require us to incur significant expenses or result in the delaying or enjoining of the transaction; (iv) failing to properly identify an acquisition candidate’s liabilities, potential liabilities or risks; (v) not receiving required regulatory approvals or such approvals being delayed or restrictively conditional; and (vi) the ability to retain customers following the completion of an acquisition.
The ESOP has received a determination letter from the IRS that it meets the requirements of a tax-qualified retirement plan in form and we endeavor to maintain and administer the ESOP in compliance with all requirements of the Code and ERISA. However, the rules regarding tax-qualified plans, and especially ESOPs, are complex and change frequently.
The ESOP has received a determination letter from the Internal Revenue Service (IRS) that it meets the requirements of a tax-qualified retirement plan in form and we endeavor to maintain and administer the ESOP in compliance with all requirements of the Code and ERISA. However, the rules regarding tax-qualified plans, and especially ESOPs, are complex and change frequently.
The failure of the components that we manufacture for our customers to comply with applicable statutory and regulatory requirements may subject us to legal fines or penalties and, in some cases, require us to shut down or incur considerable expense to correct a manufacturing process or facility.
The failure of the components that we manufacture for our customers to comply with 19 Table of Contents applicable statutory and regulatory requirements may subject us to legal fines or penalties and, in some cases, require us to shut down or incur considerable expense to correct a manufacturing process or facility.
Although we believe our current cash balance, along with our projected internal cash flows and available financing sources, will provide sufficient cash to support our currently anticipated operating and capital needs, if we are unable to generate sufficient cash to purchase and maintain the property, plants and equipment necessary to operate our business, we may be required to reduce or delay planned capital expenditures or to incur additional indebtedness.
Although we believe our current cash balance, along with our projected internal cash flows and available financing sources, will provide sufficient cash to support our currently anticipated operating and capital needs, if we are unable to generate sufficient cash to 20 Table of Contents purchase and maintain the property, plants and equipment necessary to operate our business, we may be required to reduce or delay planned capital expenditures or to incur additional indebtedness.
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.
Macroeconomic conditions, including inflation, elevated interest rates, labor availability, material cost pressures, trade policy uncertainty, 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.
The loss of any of these customers or the loss of market share by these customers could materially adversely affect our business, financial condition, results of operations and cash flows. We depend on a limited number of major manufacturers for a majority of our net sales.
The loss of any of these customers or the loss of market share by these customers could materially adversely affect our business, financial condition, results of operations and cash flows. We depend on a limited number of major manufacturers for a substantial portion of our net sales.
Import tariffs, taxes, customs duties and/or other trade regulations imposed by the U.S. government on foreign countries, or by foreign countries on the United States, could significantly increase the prices we pay for certain raw materials, such as steel, aluminum and purchased components, that are critical to our ability to manufacture components for our customers.
Import tariffs, taxes, customs duties and/or other trade regulations imposed by the U.S. government on foreign countries, or by foreign countries on the United States, have in the past and could in the future, significantly increase the prices we pay for certain raw materials, such as steel, aluminum and purchased components, that are critical to our ability to manufacture components for our customers.
These factors include: ● seasonality of demand for our customers’ products, and/or customer destocking activities, which may cause our manufacturing capacity to be underutilized for periods of time; ● our customers’ failure to successfully market their products, to gain or retain widespread commercial acceptance of their products or to compete effectively in their industries; ● loss of market share for our customers’ products, which may lead our customers to reduce or discontinue purchasing our processes and solutions or to reduce prices, thereby exerting pricing pressure on us; 12 Table of Contents ● economic conditions in the markets in which our customers operate, in particular, the United States, including inflationary pressures and other negative impacts on economic conditions, as well as recessionary periods such as a global economic downturn; ● our customers’ decision to insource the production of components that has traditionally been outsourced to us; and ● product design changes or manufacturing process changes that may reduce or eliminate demand for the components we supply.
These factors include: ● seasonality of demand for our customers’ products, and/or customer destocking activities, which may cause our manufacturing capacity to be underutilized for periods of time; 12 Table of Contents ● our customers’ failure to successfully market their products, to gain or retain widespread commercial acceptance of their products or to compete effectively in their industries; ● loss of market share for our customers’ products, which may lead our customers to reduce or discontinue purchasing our processes and solutions or to reduce prices, thereby exerting pricing pressure on us; ● economic conditions in the markets in which our customers operate, in particular, the United States, including the growth potential and relative stability of the data center & critical power end market, inflationary pressures and other negative impacts on economic conditions, as well as recessionary periods such as a global economic downturn; ● our customers’ decision to insource the production of components that has traditionally been outsourced to us; and ● product design changes or manufacturing process changes that may reduce or eliminate demand for the components we supply.
Severe weather or other natural disasters could be destructive, which could result in increased costs, including supply chain costs. 18 Table of Contents In addition, a number of government bodies have finalized, proposed or are contemplating legislative and regulatory changes in response to growing concerns about climate change.
Severe weather or other natural disasters could be destructive, which could result in increased costs, including supply chain costs. In addition, a number of government bodies have finalized, proposed or are contemplating legislative and regulatory changes in response to concerns about climate change.
In addition, our articles of incorporation and bylaws contain provisions that may make the acquisition of the company more difficult, including the following: ● establishing a classified Board of Directors so that not all members of our Board of Directors are elected at one time, which could delay the ability of shareholders to change the membership of a majority of our Board of Directors; ● authorizing undesignated preferred stock, the terms of which may be established and shares of which may be issued by our Board of Directors without shareholder approval; ● requiring certain procedures to be satisfied in order for a shareholder to call a special meeting of shareholders, including requiring that we receive written demands for a special meeting from holders of 10% or more of all the votes entitled to be cast on any issue proposed to be considered; ● requiring that a director may be removed from office only for “cause” and with the affirmative vote of shareholders holding at least 66 2/3% of the then outstanding shares of stock entitled to vote in the election of directors; ● not providing for cumulative voting in the election of directors, which would otherwise allow holders of less than a majority of stock to elect some directors; and ● establishing advance notice procedures for shareholder proposals or the nomination of candidates for election as directors. 24 Table of Contents These provisions could have the effect of discouraging, delaying or preventing a transaction involving a change in control of the Company.
In addition, our articles of incorporation and bylaws contain provisions that may make the acquisition of the company more difficult, including the following: ● establishing a classified Board of Directors so that not all members of our Board of Directors are elected at one time, which could delay the ability of shareholders to change the membership of a majority of our Board of Directors; ● authorizing undesignated preferred stock, the terms of which may be established and shares of which may be issued by our Board of Directors without shareholder approval; ● requiring certain procedures to be satisfied in order for a shareholder to call a special meeting of shareholders, including requiring that we receive written demands for a special meeting from holders of 10% or more of all the votes entitled to be cast on any issue proposed to be considered; ● requiring that a director may be removed from office only for “cause” and with the affirmative vote of shareholders holding at least 66 2/3% of the then outstanding shares of stock entitled to vote in the election of directors; ● not providing for cumulative voting in the election of directors, which would otherwise allow holders of less than a majority of stock to elect some directors; and ● establishing advance notice procedures for shareholder proposals or the nomination of candidates for election as directors.
Furthermore, any claims or litigation, even if fully indemnified or insured, could damage our reputation and make it more difficult to compete effectively or obtain adequate insurance in the future. 19 Table of Contents The components we manufacture can expose us to potential liabilities.
Furthermore, any claims or litigation, even if fully indemnified or insured, could damage our reputation and make it more difficult to compete effectively or obtain adequate insurance in the future. The components we manufacture can expose us to potential liabilities.
We are affected by developments in the industries in which our customers operate. We derive our net sales from customers in the following industry sectors: heavy- and medium-duty commercial vehicles, construction & access equipment, powersports, agriculture, military and other end markets.
We are affected by developments in the industries in which our customers operate. We derive our net sales from customers in the following industry sectors: heavy- and medium-duty commercial vehicles, construction & access equipment, powersports, data center & critical power, agriculture, military and other end markets.
As of December 31, 2024, our employees and certain former employees, through their interests in the ESOP and the Mayville Engineering Company, Inc. 401(k) Plan (the 401(k) Plan), beneficially owned approximately 28% of the outstanding shares of our common stock.
As of December 31, 2025, our employees and certain former employees, through their interests in the ESOP and the Mayville Engineering Company, Inc. 401(k) Plan (the 401(k) Plan), beneficially owned approximately 22% of the outstanding shares of our common stock.
Our manufacturing operations are dependent upon third-party suppliers, making us vulnerable to supply shortages. We obtain raw materials, parts and certain components from third-party suppliers. Any delay in receiving supplies could impair our ability to timely deliver components to our customers and, accordingly, could have an adverse effect on our business, financial condition, results of operations and cash flows.
We obtain raw materials, parts and certain components from third-party suppliers. Any delay in receiving supplies could impair our ability to timely deliver components to our customers and, accordingly, could have an adverse effect on our business, financial condition, results of operations and cash flows.
Any reduction in customer demand for our components as a result of such tariffs, taxes, customs duties and/or other trade regulations, or as a result of the impact of infectious diseases, could have a material adverse impact on our financial position, results of operations, cash flows and liquidity.
Any further reduction in customer demand for our components as a result of actual or threatened tariffs, taxes, customs duties and/or other trade regulations, or as a result of the impact of infectious diseases, could have a material adverse impact on our financial position, results of operations, cash flows and liquidity. Geopolitical and economic developments could adversely affect our business.
The risks associated with climate change, as well as climate change legislation and regulations, could adversely affect our operations and financial condition.
Any such disruptions may adversely affect our operations and financial results. The risks associated with climate change, as well as climate change legislation and regulations, could adversely affect our operations and financial condition.
The effect of these events on the volatility of the financial markets could in the future lead to volatility of the market price of our securities and may limit the capital resources available to us, our customers and our suppliers.
The effect of these events on the volatility of the financial markets could in the future lead to volatility of the market price of our securities and may limit the capital resources available to us, our customers and our suppliers. Increases in the cost of employee benefits could impact our financial results and cash flows.
Although we have invested in the protection of our data and information 17 Table of Contents technology to reduce these risks and periodically test the security of our information systems network, there can be no assurance that our efforts will prevent breakdowns or breaches in our systems that could have a material adverse effect on our financial condition, results of operations and liquidity.
Although we have invested in the protection of our data and information technology to reduce these risks and periodically test the security of our information systems network, there can be no assurance that our efforts will prevent breakdowns or breaches in our systems that could have a material adverse effect on our financial condition, results of operations and liquidity. 18 Table of Contents We may incur additional expenses and delays due to technical problems or other interruptions at our manufacturing facilities.
These provisions could also have the effect of discouraging proxy contests and make it more difficult for shareholders to elect directors of their choosing or prevent us from taking other corporate actions that shareholders may desire. Item 1B. Unresolved Staff Comments. None.
These provisions could have the effect of discouraging, delaying or preventing a transaction involving a change in control of the Company. These provisions could also have the effect of discouraging proxy contests and make it more difficult for shareholders to elect directors of their choosing or prevent us from taking other corporate actions that shareholders may desire. Item 1B.
Although we do not have any operations outside the United States, geopolitical events, including the ongoing conflicts between Russia and Ukraine and in the Middle East, has caused greater uncertainty in the global economy and has led to significant volatility in raw material costs, component costs, commodity prices and energy costs, exacerbating the inflation situation.
Although we do not have any operations outside the United States, geopolitical events including the ongoing conflicts between Russia and Ukraine, tensions in the Middle East and U.S. trade policy actions, have increased uncertainty in the global economy and have led to significant volatility in raw material costs, component costs, commodity prices, and energy costs, exacerbating inflationary pressures.
Some of our suppliers supply components and materials that cannot be quickly or inexpensively re-sourced to another supplier due to long lead times and contractual commitments that might be required by another supplier in order to provide the components or materials. 16 Table of Contents Increases in the cost of employee benefits could impact our financial results and cash flows.
Some of our suppliers supply components and materials that cannot be quickly or inexpensively re-sourced to another supplier due to long lead times and contractual commitments that might be required by another supplier in order to provide the components or materials.
We may incur additional expenses and delays due to technical problems or other interruptions at our manufacturing facilities. Disruptions in operations due to technical problems or power interruptions as well as other interruptions such as floods, fire, other natural disasters, epidemics or pandemics could adversely affect the manufacturing capacity of our facilities.
Disruptions in operations due to technical problems or power interruptions as well as other interruptions such as floods, fire, other natural disasters, epidemics or pandemics could adversely affect the manufacturing capacity of our facilities. Such interruptions could cause delays in production and cause us to incur additional expenses such as charges for expedited deliveries for components that are delayed.
Certain raw materials used by us are only available from a limited number of suppliers, and it may be difficult to find alternative suppliers at the same or similar costs.
The prices and availability of raw materials critical to our business and performance are based on global supply and demand conditions. Certain raw materials used by us are only available from a limited number of suppliers, and it may be difficult to find alternative suppliers at the same or similar costs.
The impact of any volatility in the prices of energy or the raw materials on which we rely, including the reduction in demand for certain components caused by such price volatility, could result in a loss of net sales and profitability and adversely affect our results of operations.
The impact of any volatility in the prices of energy or the raw materials on which we rely, including the reduction in demand for certain components caused by such price volatility, could result in a loss of net sales and profitability and adversely affect our results of operations. ​ 16 Table of Contents Our manufacturing operations are dependent upon third-party suppliers, making us vulnerable to supply shortages.
The realization of future net sales from awarded business is inherently subject to a number of important risks and uncertainties, including a lack of long-term commitments and production schedules with customers and anticipated new customers.
The realization of future net sales from awarded business is inherently subject to a number of important risks and uncertainties, including a lack of long-term commitments and production schedules with customers and anticipated new customers. Accordingly, we cannot assure you that we will realize any or all of the future net sales represented by our awarded business.
If our indebtedness is accelerated, we cannot be certain that we will have 22 Table of Contents sufficient funds available to pay the accelerated indebtedness or that we will have the ability to refinance the accelerated indebtedness on terms favorable to us or at all.
If our indebtedness is accelerated, we cannot be certain that we will have sufficient funds available to pay the accelerated indebtedness or that we will have the ability to refinance the accelerated indebtedness on terms favorable to us or at all. On February 25, 2026, we entered into an amendment to the Credit Agreement.
In addition, we may be able to incur significant additional indebtedness in the future, and we may do so, among other reasons, to fund acquisitions as part of our growth strategy.
At December 31, 2025, we had $202.5 million outstanding under our revolving credit facility. In addition, we may be able to incur significant additional indebtedness in the future, and we may do so, among other reasons, to fund acquisitions as part of our growth strategy.
For example, our largest customers in 2024 included PACCAR Inc. and John Deere which accounted for 16.8% and 11.3% of our net sales, respectively.
For example, our largest customers in 2025 included PACCAR Inc. and John Deere which accounted for 13.6% and 10.0% of our net sales, respectively.
Accordingly, we 13 Table of Contents cannot assure you that we will realize any or all of the future net sales represented by our awarded business. Any failure to realize these net sales could have a material adverse effect on our business, financial condition, results of operations and cash flows.
Any failure to realize these net sales could have a material adverse effect on our business, financial condition, results of operations and cash flows.
We expect material cost inflation and inflationary pressures on wages and benefits to continue in 2025 and we may not be able to fully mitigate the impact of the inflationary cost pressures through price increases. Continuing or worsening inflation and/or labor challenges may have a material adverse impact on our business, financial condition, cash flows and/or results of operations.
We expect material cost inflation and inflationary pressures on wages and benefits to continue in 2026, and we may not be able to fully mitigate the impact of these inflationary cost pressures through price increases or operational efficiencies.
On June 28, 2023, we entered into an amended and restated credit agreement (the Credit Agreement) with certain lenders and Wells Fargo Bank, National Association, the Agent. The Credit Agreement provides for a $250,000,000 revolving credit facility, with a letter of credit sub-facility, and a swingline facility in an aggregate amount of $25,000,000.
On June 28, 2023, and as 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).
In the past, anticipated orders from some of our customers and anticipated new customers have failed to materialize and/or delivery schedules have been deferred as a result of changes in our customers’ business needs.
In the past, anticipated orders from some of our customers and anticipated new customers have failed to materialize and/or delivery schedules have been deferred as a result of changes in our customers’ business needs. 13 Table of Contents We may be unable to realize net sales represented by our awarded business, which could materially and adversely impact our business, financial condition, results of operations and cash flows.
Availability of, and volatility in the prices of, raw materials and energy prices and our ability to pass along increased costs to our customers could adversely affect our results of operations. The prices and availability of raw materials critical to our business and performance are based on global supply and demand conditions.
If any of these risks materialize, our business, financial condition, results of operations, and cash flows could be materially and adversely affected. Availability of, and volatility in the prices of, raw materials and energy prices and our ability to pass along increased costs to our customers could adversely affect our results of operations.
Additionally, to the extent that such disruptions do not result from damage to our physical property, these may not be covered by our business interruption insurance. Any such disruptions may adversely affect our operations and financial results. Geopolitical and economic developments could adversely affect our business.
In addition, our customers have the ability to cancel purchase orders in the event of any delays in production and may decrease future orders if delays are persistent. Additionally, to the extent that such disruptions do not result from damage to our physical property, these may not be covered by our business interruption insurance.
For instance, we were negatively impacted in 2024 by customers implementing channel inventory de-stocking activities to reduce their inventory from near historic high levels. In addition, in 2024, continued inflationary pressures on wages, benefits, materials, and manufacturing supplies negatively impacted our results of operations and cash flows.
In addition, in 2025, continued inflationary pressures on wages, benefits, materials, manufacturing supplies, and logistics costs negatively impacted our results of operations and cash flows.
See “Prior to our initial public offering, we were treated as an S Corporation, and claims of taxing authorities related to our prior status as an S Corporation could have an adverse effect on our business, financial condition and results of operations.” 21 Table of Contents Risks Related to Our Indebtedness Our Amended and Restated Credit Agreement restricts our ability and the ability of our subsidiaries to engage in some business and financial transactions.
Risks Related to Our Indebtedness Our Amended and Restated Credit Agreement, as amended, restricts our ability and the ability of our subsidiaries to engage in some business and financial transactions.
The Credit Agreement also provides for the availability of incremental facilities to the greater of $100,000,000 and 125% of the Company’s twelve month trailing Consolidated EBITDA through an accordion feature. All amounts borrowed under the credit agreement mature on June 28, 2028.
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.
We are able to incur additional debt, which could reduce our ability to satisfy our current obligations under our existing indebtedness. At December 31, 2024, we had $79.7 million outstanding under our revolving credit facility.
The amendment also amends our existing financial covenants and includes additional interest rate pricing tiers based on those financial covenants, with all other material terms of the Credit Agreement remaining unchanged. We are able to incur additional debt, which could reduce our ability to satisfy our current obligations under our existing indebtedness.
Removed
We may be unable to realize net sales represented by our awarded business, which could materially and adversely impact our business, financial condition, results of operations and cash flows.
Added
In 2025 and early 2026, actions taken by the U.S. government, including the implementation and expansion of tariffs on a broad range of imported goods and materials, contributed to increased input costs, supply chain disruption, pricing volatility, and heightened economic uncertainty. These changes in trade policy, along with the recent U.S.
Removed
Such interruptions could cause delays in production and cause us to incur additional expenses such as charges for expedited deliveries for components that are delayed. In addition, our customers have the ability to cancel purchase orders in the event of any delays in production and may decrease future orders if delays are persistent.
Added
Supreme Court decision to strike down certain tariffs imposed under the International Emergency Economic Powers Act have created uncertainty as to the scale and short and long-term effects these tariffs may have on our business.
Removed
If the cost of our raw materials increases, or if we are unable to procure the necessary raw materials required to manufacture our components, then we could experience a negative impact on our operating results, profitability, customer relationships and future cash flows.
Added
These actions, along with retaliatory measures by U.S. trading partners, have placed additional pressure on manufacturers by increasing the cost of raw materials, components, and energy and by contributing to broader inflationary trends. For instance, we were negatively impacted in 2025 by customer channel inventory destocking and macroeconomic uncertainty.
Removed
Prior to our initial public offering, we were treated as an S Corporation, and claims of taxing authorities related to our prior status as an S Corporation could have an adverse effect on our business, financial condition and results of operations.
Added
Further changes in trade policy, including the expansion, modification, or continuation of tariffs, as well as any related retaliatory actions, could further increase our costs or disrupt supply chains. Continuing or worsening inflation, labor challenges, trade policy uncertainty and elevated interest rates may have a material adverse impact on our business, financial condition, cash flows and/or results of operations.
Removed
Upon the consummation of our initial public offering, our status as an S Corporation was terminated and we have since been treated as a “C Corporation” for U.S. federal income tax purposes and thus are now subject to U.S. federal income tax.
Added
Macroeconomic conditions impacting data center & critical power end-market demand could have a material adverse impact on our business, financial condition, results of operations and cash flows. Our recent acquisition of Accu-Fab, LLC has significantly increased our exposure to the Data Center & Critical Power end market.
Removed
If the unaudited, open tax years in which we were an S Corporation are audited by the Internal Revenue Service (IRS), and we determined not to have qualified for, or to have violated any requirement for maintaining our S Corporation status, we will be obligated to pay back taxes, interest and possibly penalties.
Added
As a result, our future financial performance is increasingly dependent on sustained growth and continued capital investment within this end market.
Removed
The amounts that we would be obligated to pay could include taxes on all our taxable income attributable to such open tax years.
Added
Adverse developments including evolving government regulation, macroeconomic or geopolitical developments, reduced capital spending by Data Center & Critical Power customers or delays or cancellations of project launches could negatively impact order volumes and demand, and may limit our ability to realize the anticipated revenue synergies from the Accu-Fab acquisition.
Removed
Any such claims could result in additional costs to us and could have a material adverse effect on our business, financial condition and results of operations. ​ 20 Table of Contents We have a material weakness in our internal control over financial reporting.
Added
As a result of the Accu-Fab acquisition, we have incurred additional indebtedness. This incremental borrowing has increased our consolidated total leverage ratio, resulting in the Company approaching the maximum permitted leverage ratio under the terms of our Credit Agreement.
Removed
If our remediation of this material weakness is not effective, or if we experience additional material weaknesses in the future or otherwise fail to maintain an effective system of internal controls, we may not be able to accurately or timely report our financial condition or results of operations, which may adversely affect investor confidence in us and, as a result, the value of our common stock.
Added
Should our operating performance decline or should additional indebtedness be incurred, there is a risk that we may not remain in compliance with the leverage ratio covenant. Non-compliance with this covenant could result in an event of default.
Removed
In connection with the preparation of our annual report for the year ended December 31, 2024, we identified a material weakness in our internal control over financial reporting.
Added
The February 25, 2026, amendment lowered the amount of total available borrowings under the revolving credit facility to $275,000 from $350,000. The letter of credit sub-facility and swingline facility remained unchanged. All amounts borrowed under the credit agreement mature on June 28, 2028.
Removed
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 a company’s annual or interim financial statements will not be prevented or detected on a timely basis. The material weakness relates to the review and approval of journal entries.
Removed
We are in the process of taking steps intended to remediate the material weakness. See Part II, Item 9A “Controls and Procedures,” of this Annual Report on Form 10-K for additional information.
Removed
While we believe these efforts will improve our internal controls and address the underlying causes of the material weakness, the material weakness will not be fully remediated until our remediation plan has been fully implemented and we have concluded that our controls are operating effectively for a sufficient period of time.
Removed
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.
Removed
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.
Removed
If we fail to effectively remediate this material weakness in our internal control over financial reporting, or if we identify additional material weaknesses in the future or otherwise fail to maintain an effective system of internal controls in the future, we may be unable to accurately report our financial results, or report them within the timeframes required by the SEC.
Removed
We also could become subject to sanctions or investigations by the securities exchange on which our common shares are listed, the SEC or other regulatory authorities.
Removed
In addition, if we are unable to assert that our internal control over financial reporting is effective, or if our independent registered public accounting firm is unable to express an opinion as to the effectiveness of our internal control over financial reporting, when required, investors may lose confidence in our financial reporting, we may face restricted access to the capital markets and our stock price may be adversely affected.
Removed
Additionally, any retroactive loss of the ESOP’s tax-qualified status would adversely impact our prior treatment as an S Corporation.

Item 1C. Cybersecurity

Cybersecurity — threats and controls disclosure

3 edited+0 added−0 removed10 unchanged
Biggest changeSee also Item 1A, “Risk Factors” for additional discussion regarding risks related to information technology systems. ​ 25 Table of Contents
Biggest changeSee also Item 1A, “Risk Factors” for additional discussion regarding risks related to information technology systems.
Our cybersecurity risk management program aligns with the National Institute of Standards and Technology (NIST) framework, which organizes cybersecurity risks into five categories: identify, protect, detect, respond and recover. The Company has designed and implemented cybersecurity policies and procedures for identifying and managing material risk from cybersecurity threats, both internally and related to the use of third-party service providers.
Our cybersecurity risk management program aligns with the National Institute of Standards and Technology (NIST) framework, which organizes cybersecurity risks into six categories: govern, identify, protect, detect, respond and recover. The Company has designed and implemented cybersecurity policies and procedures for identifying and managing material risk from cybersecurity threats, both internally and related to the use of third-party service providers.
In the event of a potentially material cybersecurity incident, the CIO will meet with the Company’s Audit Committee, CEO, CFO, legal counsel and any other members of senior management as appropriate to review the cybersecurity event, perform a materiality analysis and, if appropriate, identify any information required to be disclosed in a Current Report on Form 8-K.
In the event of 24 Table of Contents a potentially material cybersecurity incident, the CIO will meet with the Company’s Audit Committee, CEO, CFO, legal counsel and any other members of senior management as appropriate to review the cybersecurity event, perform a materiality analysis and, if appropriate, identify any information required to be disclosed in a Current Report on Form 8-K.

Item 2. Properties

Properties — owned and leased real estate

5 edited+1 added−0 removed1 unchanged
Biggest changeWautoma, WI Held for Sale 157,000 (2) ​ Owned 12. Atkins, VA Manufacturing 150,000 Owned 13. Byron Center, MI Manufacturing 138,000 Leased 14. Defiance, OH Manufacturing 90,000 Leased 15. Greenville, MS Manufacturing 76,000 Leased 16. Wayland, MI Manufacturing 75,000 Leased 17. Neillsville, WI Manufacturing 58,000 Owned 18. Vanderbilt, MI Manufacturing 50,000 Owned 19. Neillsville, WI Manufacturing 42,000 Owned 20.
Biggest changeBeaver Dam, WI Manufacturing 163,000 Owned 11. Wautoma, WI Held for Sale 157,000 (2) ​ Owned 12. Atkins, VA Manufacturing 150,000 Owned 13. Byron Center, MI Manufacturing 138,000 Leased 14. Raleigh, NC ​ Manufacturing ​ 104,799 ​ Leased 15. Defiance, OH Manufacturing 90,000 Leased 16. Greenville, MS Manufacturing 76,000 Leased 17. Wayland, MI Manufacturing 75,000 Leased 18.
Fond du Lac, WI ​ Manufacturing ​ 299,000 ​ Owned 4. Hazel Park, MI ​ Manufacturing ​ 263,000 (1) ​ Leased 5. Defiance, OH Manufacturing 250,000 Owned 6. Defiance, OH Manufacturing 192,000 Owned 7. Heber Springs, AR Manufacturing 190,000 Owned 8. Bedford, PA Manufacturing 181,000 Leased 9. Mayville, WI Manufacturing 167,000 Owned 10. Beaver Dam, WI Manufacturing 163,000 Owned 11.
Beaver Dam, WI Manufacturing 303,000 Owned 3. Fond du Lac, WI ​ Manufacturing ​ 299,000 ​ Owned 4. Hazel Park, MI ​ Manufacturing ​ 263,000 (1) ​ Leased 5. Defiance, OH Manufacturing 250,000 Owned 6. Defiance, OH Manufacturing 192,000 Owned 7. Heber Springs, AR Manufacturing 190,000 Owned 8. Bedford, PA Manufacturing 181,000 Leased 9. Mayville, WI Manufacturing 167,000 Owned 10.
(3) Excludes approximately 23,000 square feet of owned manufacturing space that is leased to a non-related party starting in September 2023.
(3) Excludes approximately 23,000 square feet of owned manufacturing space that is leased to a non-related party starting in September 2023. ​ 25 Table of Contents
We believe that our facilities are sufficient to meet our current and near-term manufacturing needs. ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Approximate ​ ​ Facility Description of Use Square Feet Ownership 1. Mayville, WI ​ Manufacturing ​ 340,000 ​ Owned 2. Beaver Dam, WI Manufacturing 303,000 Owned 3.
We believe that our facilities are sufficient to meet our current and near-term manufacturing needs. ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Approximate ​ ​ Facility ​ ​ ​ Description of Use ​ ​ ​ Square Feet ​ ​ ​ Ownership 1. Mayville, WI ​ Manufacturing ​ 340,000 ​ Owned 2.
Vanderbilt, MI Manufacturing 40,000 Owned 21. Piedmont, MI Manufacturing 34,000 Leased 22. Milwaukee, WI ​ Corporate Headquarters 17,000 Leased 23. Fond du Lac, WI ​ Manufacturing — (3) ​ Owned TOTAL 3,275,000 ​ ​ (1) Excludes approximately 182,000 square feet of subleased manufacturing space starting in June 2022. (2) Facility held for sale as of December 31, 2024.
Raleigh, NC ​ Manufacturing ​ 9,200 ​ Leased 27. Fond du Lac, WI ​ Manufacturing — (3) ​ Owned TOTAL ​ 3,468,944 ​ ​ ​ (1) Excludes approximately 182,000 square feet of subleased manufacturing space starting in June 2022. (2) Facility held for sale as of December 31, 2025.
Added
Wheeling, IL ​ Manufacturing ​ 59,745 ​ Leased 19. Neillsville, WI Manufacturing 58,000 Owned 20. Vanderbilt, MI Manufacturing 50,000 Owned 21. Neillsville, WI Manufacturing 42,000 Owned 22. Vanderbilt, MI Manufacturing 40,000 Owned 23. Piedmont, MI Manufacturing 34,000 Leased 24. Wheeling, IL ​ Manufacturing ​ 20,200 ​ Leased 25. Milwaukee, WI ​ Corporate Headquarters 17,000 Leased 26.

Item 4. Mine Safety Disclosures

Mine Safety Disclosures — required of mining issuers

6 edited+2 added−1 removed7 unchanged
Biggest changeButz ​ 53 ​ Chief Financial Officer Ryan F. Raber 42 Executive Vice President - Strategy, Sales & Marketing Sean P. Leuba ​ 54 ​ Senior Vice President - Corporate Development and General Counsel Rachele M. Lehr ​ 48 ​ Chief Human Resources Officer Jagadeesh A.
Biggest changeReddy ​ 54 ​ President and Chief Executive Officer Rachele M. Lehr ​ 49 ​ Chief Financial Officer Ryan F. Raber 43 Executive Vice President, Strategy, Sales & Marketing Sean P. Leuba ​ 55 ​ Senior Vice President, Corporate Development and General Counsel Craig D. Nichols ​ 51 ​ Senior Vice President, Operations and Supply Chain Jagadeesh A.
Reddy earned a Master of Business Administration in Finance and Strategy from the Kellogg School of Management and a Master’s in Engineering Management from the McCormick School of Engineering, both at Northwestern University. He also holds a Master’s in Industrial Engineering from the University of Tennessee, and a Bachelor’s in Mechanical Engineering from a university in India. Todd M.
Reddy earned a Master of Business Administration in Finance and Strategy from the Kellogg School of Management and a Master’s in Engineering Management from the McCormick School of Engineering, both at Northwestern University. He also holds a Master’s in Industrial Engineering from the University of Tennessee, and a Bachelor’s in Mechanical Engineering from a university in India. Rachele M.
Lehr served as Sales Controller for Bar-S Foods (A Sigma Company) and started her career at PricewaterhouseCoopers LLP, a public accounting firm. Ms. Lehr earned a Bachelor of Science in Business Administration with a Major in Accounting from Marquette University and is a certified public accountant (currently inactive). ​ 27 Table of Contents PART II
Lehr served as Sales Controller for Bar-S Foods (A Sigma Company) and started her career at PricewaterhouseCoopers LLP, a public accounting firm. Ms. Lehr earned a Bachelor of Science in Business Administration with a Major in Accounting from Marquette University and is a certified public accountant (currently inactive). Ryan F.
Item 4. Mine Safety Disclosures. Not applicable. ​ 26 Table of Contents Information About Our Executive Officers The following table sets forth certain information as of February 1, 2025, regarding our executive officers: ​ ​ ​ ​ ​ Name Age Position Jagadeesh (Jag) A. Reddy ​ 53 ​ President and Chief Executive Officer Todd M.
Item 4. Mine Safety Disclosures. Not applicable. ​ 26 Table of Contents Information About Our Executive Officers The following table sets forth certain information as of February 1, 2026, regarding our executive officers: ​ ​ ​ ​ ​ Name ​ ​ ​ Age ​ ​ ​ Position Jagadeesh (Jag) A.
Leuba earned a Master of Business Administration in Finance from the University of Chicago, a Juris Doctor from the Washington and Lee University School of Law, and a Bachelor of Arts from the University of Maryland Baltimore County. Rachele M. Lehr joined our company in March 2023 as Chief Human Resources Officer. Prior to joining our company, Ms.
Leuba earned a Master of Business Administration in Finance from the University of Chicago, a Juris Doctor from the Washington and Lee University School of Law, and a Bachelor of Arts from the University of Maryland Baltimore County. Craig D. Nichols joined our company in March 2025 as Senior Vice President, Operations and Supply Chain.
Butz joined our company in 2008 and has served as our Chief Financial Officer since January 2014. Mr. Butz also currently serves and has served on various non-profit boards. Prior to joining our company, Mr.
Lehr has served as our Chief Financial Officer since April 2025 and joined our company in March 2023 as Chief Human Resources Officer. Prior to joining our company, Ms.
Removed
Butz spent time in various roles including Manager of Worldwide Financial Reporting at Mercury Marine, a subsidiary of the Brunswick Corporation, and Audit Supervisor at Schenck Business Solutions, now Clifton Larsen Allen. Mr. Butz earned a Bachelor of Science in Accounting and Business Management from Marian University and is currently a licensed certified public accountant. Ryan F.
Added
Prior to joining our Company, Mr. Nichols served as Vice President of Drive System Operations at Dana Incorporated. Previously, Mr. Nichols held multiple progressively senior roles, including Senior Director of Operations, Senior Director of Off Highway Global Manufacturing Strategy and Senior Director of Global Aftermarket Distribution Operations. Prior to joining Dana Incorporated, Mr.
Added
Nichols served as Senior Vice President of Global Manufacturing at Jason Industries and started his career with Hi-lex Corporation. Mr. Nichols earned a Bachelors Degree in Business Management from Davenport University. ​ 27 Table of Contents PART II

Item 5. Market for Registrant's Common Equity

Market for Common Equity — stock, dividends, buybacks

4 edited+0 added−0 removed5 unchanged
Biggest changeIssuer Purchases of Equity Securities The table below sets forth information with respect to purchases we made of shares of our common stock during the three months ended December 31, 2024: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 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) October 2024 ​ — ​ $ — ​ — ​ $ 23,004,056 November 2024 ​ 172,621 ​ $ 17.35 ​ 172,621 ​ $ 20,008,251 December 2024 ​ 52,759 ​ $ 17.13 ​ 52,759 ​ $ 19,104,268 Total 225,380 ​ ​ 225,380 ​ ​ (1) On October 26, 2023, the Board of Directors approved a new share repurchase program of up to $25 million of shares through 2026.
Biggest changeIssuer Purchases of Equity Securities The table below sets forth information with respect to purchases we made of shares of our common stock during the three months ended December 31, 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) October 2025 ​ — ​ $ — ​ — ​ $ 14,497,519 November 2025 ​ — ​ $ — ​ — ​ $ 14,497,519 December 2025 ​ — ​ $ — ​ — ​ $ 14,497,519 Total — ​ ​ — ​ ​ (1) On October 26, 2023, the Board of Directors approved a share repurchase program of up to $25 million of shares through the end of 2026.
As of February 1, 2025, there were seven registered shareholders of record of our common stock and thousands of beneficial holders of our common stock, including all the participants in our ESOP and many participants in our 401(k) Plan. We have never declared or paid any cash dividends on our common stock.
As of February 20, 2026, there were six registered shareholders of record of our common stock and thousands of beneficial holders of our common stock, including all the participants in our ESOP and many participants in our 401(k) Plan. We have never declared or paid any cash dividends on our common stock.
The new share repurchase program replaced the prior program. ​ 28 Table of Contents Stock Performance Graph The following graph compares the total return on our common stock between January 1, 2020 and December 31, 2024 with similar returns on the Standard & Poor’s (S&P) SmallCap 600 Index and the Dow Jones Industrial Average Index.
The share repurchase program approved in October 2023 replaced the Company’s prior program. ​ 28 Table of Contents Stock Performance Graph The following graph compares the total return on our common stock between December 31, 2020 and December 31, 2025 with similar returns on the Standard & Poor’s (S&P) SmallCap 600 Index and the Dow Jones Industrial Average Index.
COMPARISON OF CUMULATIVE TOTAL RETURN Among Mayville Engineering Company, Inc., the S&P SmallCap 600 Index and The Dow Jones Industrial Average ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 1/1/2020 ​ 12/31/2020 12/31/2021 ​ 12/31/2022 12/31/2023 12/31/2024 Mayville Engineering Company, Inc. ​ $ 100.00 ​ $ 143.07 ​ $ 158.96 ​ $ 134.97 ​ $ 153.73 ​ $ 167.59 S&P SmallCap 600 ​ $ 100.00 ​ $ 109.57 ​ $ 137.26 ​ $ 113.35 ​ $ 129.09 ​ $ 137.90 Dow Jones Industrial Average ​ $ 100.00 ​ $ 107.25 ​ $ 127.33 ​ $ 116.15 ​ $ 132.07 ​ $ 149.08 ​ Securities Authorized For Issuance Under Equity Compensation Plans See Part III, Item 12, of this Annual Report on Form 10-K for certain information regarding our equity compensation plans. ​
COMPARISON OF CUMULATIVE TOTAL RETURN Among Mayville Engineering Company, Inc., the S&P SmallCap 600 Index and The Dow Jones Industrial Average ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 12/31/2020 ​ ​ ​ 12/31/2021 ​ 12/31/2022 ​ 12/31/2023 ​ ​ ​ 12/31/2024 ​ ​ ​ 12/31/2025 Mayville Engineering Company, Inc. ​ $ 100.00 ​ $ 111.10 ​ $ 94.34 ​ $ 107.45 ​ $ 117.14 ​ $ 139.49 S&P SmallCap 600 ​ $ 100.00 ​ $ 125.27 ​ $ 103.45 ​ $ 117.81 ​ $ 125.85 ​ $ 131.18 Dow Jones Industrial Average ​ $ 100.00 ​ $ 118.73 ​ $ 108.30 ​ $ 123.14 ​ $ 139.00 ​ $ 157.04 ​ Securities Authorized For Issuance Under Equity Compensation Plans See Part III, Item 12, of this Annual Report on Form 10-K for certain information regarding our equity compensation plans. ​

Item 7. Management's Discussion & Analysis

Management's Discussion & Analysis (MD&A) — revenue / margin commentary

60 edited+14 added−14 removed38 unchanged
Biggest changePotential 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. ​ 33 Table of Contents The following table presents a reconciliation of net income and comprehensive income, 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. ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Twelve Months Ended ​ ​ December 31, ​ 2024 2023 2022 Net income and comprehensive income ​ $ 25,968 ​ $ 7,844 ​ $ 18,727 Interest expense ​ 10,989 ​ ​ 11,092 ​ ​ 3,380 ​ Provision for income taxes ​ 7,596 ​ ​ 1,039 ​ ​ 3,667 ​ Depreciation and amortization ​ 37,588 ​ ​ 35,080 ​ ​ 29,311 ​ EBITDA ​ 82,141 ​ 55,055 ​ 55,085 ​ CEO transition costs (1) ​ ​ — ​ ​ — ​ ​ 1,512 ​ Loss on extinguishment of debt (2) ​ — ​ ​ 216 ​ ​ — ​ MSA acquisition related costs (3) ​ — ​ ​ 1,411 ​ ​ — ​ Stock-based compensation expense (4) ​ 5,186 ​ ​ 4,485 ​ ​ 3,759 ​ Field replacement claim (5) ​ ​ — ​ ​ 490 ​ ​ — ​ Hazel Park transition and legal costs due to former fitness customer (6) ​ 2,088 ​ ​ 2,650 ​ ​ 4,768 ​ Costs recognized on step-up of MSA acquired inventory (7) ​ ​ — ​ ​ 891 ​ ​ — ​ Impairment of long-lived assets and (gain) on contracts (8) ​ — ​ ​ — ​ ​ (4,346) ​ COO restructuring costs (9) ​ ​ — ​ ​ 855 ​ ​ — ​ Wautoma restructuring charges (10) ​ 492 ​ ​ — ​ ​ — ​ Gain on lawsuit settlement (11) ​ ​ (25,500) ​ ​ — ​ ​ — ​ Adjusted EBITDA ​ $ 64,407 ​ $ 66,053 ​ $ 60,778 ​ Net sales ​ $ 581,604 ​ $ 588,425 ​ $ 539,392 ​ EBITDA Margin ​ 14.1 % 9.4 % 10.2 % Adjusted EBITDA Margin ​ 11.1 % 11.2 % 11.3 % (1) Costs, primarily professional services and legal fees, associated with the retirement and replacement of the former CEO.
Biggest changePotential 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. ​ 33 Table of Contents The following table presents a reconciliation of net income and comprehensive income, 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. ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Twelve Months Ended ​ ​ December 31, ​ ​ ​ ​ 2025 ​ ​ ​ 2024 ​ ​ ​ 2023 Net income (loss) and comprehensive income (loss) ​ $ (8,110) ​ $ 25,968 ​ $ 7,844 Interest expense ​ 10,215 ​ ​ 10,989 ​ ​ 11,092 Provision (benefit) for income taxes ​ (5,949) ​ ​ 7,596 ​ ​ 1,039 Depreciation and amortization ​ 41,287 ​ ​ 37,588 ​ ​ 35,080 EBITDA ​ 37,443 ​ 82,141 ​ 55,055 Stock-based compensation expense (1) ​ 3,278 ​ ​ 5,186 ​ ​ 4,485 Loss on extinguishment of debt (2) ​ ​ — ​ ​ — ​ ​ 216 Field replacement claim (3) ​ ​ — ​ ​ — ​ ​ 490 Legal costs due to former fitness customer (4) ​ ​ — ​ ​ 2,088 ​ ​ 2,650 CFO transition costs (5) ​ ​ 1,148 ​ ​ — ​ ​ — COO restructuring costs (6) ​ ​ — ​ ​ — ​ ​ 855 Natural disaster costs (7) ​ 310 ​ ​ — ​ ​ — Acquisition related costs (8) ​ ​ 3,423 ​ ​ — ​ ​ 1,411 Restructuring (9) ​ ​ 864 ​ ​ 492 ​ ​ — Costs recognized on step-up of Accu-Fab & MSA acquired inventory (10) ​ ​ 591 ​ ​ — ​ ​ 891 Gain on lawsuit settlement (11) ​ ​ — ​ ​ (25,500) ​ ​ — Adjusted EBITDA ​ $ 47,057 ​ $ 64,407 ​ $ 66,053 Net sales ​ $ 546,487 ​ $ 581,604 ​ $ 588,425 EBITDA Margin ​ 6.9 % 14.1 % 9.4 Adjusted EBITDA Margin ​ 8.6 % 11.1 % 11.2 (1) Non-cash employee compensation based on the value of common stock issued pursuant to the 2019 Omnibus Incentive Plan.
If that happens, we will be required to pay interest at the Base Rate, which is the sum of (a) 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%.
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%.
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 incentive compensation, audit, accounting, legal and other consulting and professional services, travel, and insurance. ​ 32 Table of Contents Other Key Performance Indicators EBITDA, EBITDA Margin, Adjusted EBITDA, Adjusted EBITDA Margin and Free Cash Flow EBITDA represents net income before interest expense, provision for income taxes, depreciation and amortization.
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 incentive compensation, audit, accounting, legal and other consulting and professional services, travel, and insurance. ​ 32 Table of Contents Other Key Performance Indicators EBITDA, EBITDA Margin, Adjusted EBITDA, Adjusted EBITDA Margin and Free Cash Flow EBITDA represents net income (loss) before interest expense (benefit), provision for income taxes, depreciation and amortization.
A discussion regarding our financial condition and results of operations for the twelve months ended December 31, 2023 compared to the twelve months ended December 31, 2022 can be found under Part II, Item 7, “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” in our Annual Report on the Form 10-K for the fiscal year ended December 31, 2023, which was filed with the SEC on March 6, 2024 and is available on the SEC’s website at www.sec.gov, as well as our website at www.ir.mecinc.com.
A discussion regarding our financial condition and results of operations for the twelve months ended December 31, 2024 compared to the twelve months ended December 31, 2023 can be found under Part II, Item 7, “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” in our Annual Report on the Form 10-K for the fiscal year ended December 31, 2024, which was filed with the SEC on March 6, 2025 and is available on the SEC’s website at www.sec.gov, as well as our website at www.ir.mecinc.com.
We test our goodwill for impairment on an annual basis, and more frequently if events or changes in circumstances indicate that it might be impaired. For the years ended December 31, 2024 and 2023, there were no events or changes in circumstances that would indicate an impairment of our goodwill.
We test our goodwill for impairment on an annual basis, and more frequently if events or changes in circumstances indicate that it might be impaired. For the years ended December 31, 2025 and 2024, there were no events or changes in circumstances that would indicate an impairment of our goodwill.
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.
We believe that our operating cash flow and available borrowings under the Credit Agreement are sufficient to fund our operations for 2026 and beyond. However, future cash flows are subject to a number of variables, and additional capital expenditures will be required to conduct our operations.
(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. (3) See Note 5 – Leases in the Notes to Consolidated Financial Statements for additional information.
(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 du Lac Term Note. (3) See Note 5 – Leases in the Notes to Consolidated Financial Statements for additional information.
We have recorded goodwill and perform testing for potential goodwill impairment at a reporting unit level. A reporting unit is an operating segment, or a business unit one level below an operating segment for which discrete financial information is available, and for which management regularly reviews the operating results.
We have recorded goodwill and performed testing for potential goodwill impairment at the reporting unit level. A reporting unit is an operating segment, or a business unit one level below an operating segment for which discrete financial information is available, and for which management regularly reviews the operating results.
The land, buildings, and improvements; and other property and equipment appraisals used one, or a combination, of the cost, market or sales comparison approaches. Significant estimates and assumptions, including recent sales prices of similar equipment, asset condition, and current and anticipated market trends, were used in determining the fair values of these assets.
The land, buildings, and improvements; and 30 Table of Contents other property and equipment appraisals used one, or a combination, of the cost, market or sales comparison approaches. Significant estimates and assumptions, including recent sales prices of similar equipment, asset condition, and current and anticipated market trends, were used in determining the fair values of these assets.
Assumptions used in the intangible valuations include forecasted revenue growth rates, discounted future cash flows and the weighted average cost of capital of a select peer group. 30 Table of Contents Goodwill, Intangible Assets and Other Long-Lived Assets Our long-lived assets consist primarily of property, equipment, purchased intangible assets and goodwill.
Assumptions used in the intangible valuations include forecasted revenue growth rates, discounted future cash flows and the weighted average cost of capital of a select peer group. Goodwill, Intangible Assets and Other Long-Lived Assets Our long-lived assets consist primarily of property, equipment, purchased intangible assets and goodwill.
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 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 financials covenants through 2026 and the foreseeable future.
The assistance of an independent third-party valuation firm was used to determine the fair values and useful lives of the finite-lived intangible assets, including customer relationships and developed technology. Valuation methods used were based on management’s forecasted cash inflows and outflows and using a relief from royalty method for developed technologies and the multi-period excess earnings method for customer relationships.
The assistance of an independent third-party valuation firm was used to determine the fair values and useful lives of the finite-lived intangible assets, including customer relationships and non-compete agreements. Valuation methods used were based on management’s forecasted cash inflows and outflows and using a relief from royalty method for developed technologies and the multi-period excess earnings method for customer relationships.
For the year ended December 31, 2024 and 2023, there were no events or changes in circumstances that indicated a material impairment of our long-lived assets. Determining the useful life of an intangible asset also requires judgment.
For the year ended December 31, 2025 and 2024, there were no events or changes in circumstances that indicated an impairment of our long-lived assets. Determining the useful life of an intangible asset also requires judgment.
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.
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.
The increase in free cash flow was primarily due to an increase in cash provided by operating activities and a decrease in capital expenditures. Please see the “Liquidity and Capital Resources” section below for further information.
The decrease in free cash flow was primarily due to a decrease in cash provided by operating activities, slightly offset by a decrease in capital expenditures. Please see the “Liquidity and Capital Resources” section below for further information.
The Credit Agreement also requires us to satisfy certain financial covenants, including a minimum interest coverage ratio of 3.00 to 1.00. At December 31, 2024, our interest coverage ratio was 4.62 to 1.00. The Credit Agreement also requires us to maintain a consolidated total leverage ratio not to exceed 3.50 to 1.00.
The Credit Agreement also requires us to satisfy certain financial covenants, including a minimum interest coverage ratio of 3.00 to 1.00. At December 31, 2025, our interest coverage ratio was 5.47 to 1.00. The Credit Agreement also requires us to maintain a consolidated total leverage ratio not to exceed 3.50 to 1.00.
Certain intangible assets are expected to have indefinite lives based on their history and our plans to continue to support and build the acquired brands. Other acquired intangible assets such as customer relationships, trade names, and non-compete agreements are expected to have determinable useful lives. The costs of determinable-lived intangibles are amortized to expense over their estimated lives.
Certain intangible assets are expected to have indefinite lives based on their history and our plans to continue to support and build the acquired brands. Other acquired intangible assets such as customer relationships, trade names, and non-compete agreements are expected to have determinable useful lives.
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.
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. On February 25, 2026, we entered into an amendment to the Credit Agreement.
Liquidity and Capital Resources The following is a summary of our cash flows from operating, investing, and financing activities, as reflected in the Consolidated Statement of Cash Flows: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Twelve Months Ended ​ ​ ​ December 31, ​ 2024 2023 2022 Net cash provided by operating activities ​ ​ $ 89,807 ​ $ 40,363 ​ $ 52,426 Net cash used in investing activities ​ (11,712) ​ (104,132) ​ (50,668) Net cash provided by (used in) financing activities ​ (78,561) ​ 64,314 ​ (1,749) Net change in cash ​ ​ $ (466) ​ $ 545 ​ $ 9 ​ Cash Flows Analysis Twelve Months Ended December 31, 2024 Compared to Twelve Months Ended December 31, 2023 Operating Activities.
Liquidity and Capital Resources The following is a summary of our cash flows from operating, investing, and financing activities, as reflected in the Consolidated Statement of Cash Flows: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Twelve Months Ended ​ ​ ​ December 31, ​ ​ ​ ​ ​ ​ ​ 2025 ​ ​ ​ 2024 ​ ​ ​ 2023 Net cash provided by operating activities ​ ​ $ 38,562 ​ $ 89,807 ​ $ 40,363 Net cash used in investing activities ​ (151,530) ​ (11,712) ​ (104,132) Net cash provided by (used in) financing activities ​ 114,264 ​ (78,561) ​ 64,314 Net change in cash ​ ​ $ 1,296 ​ $ (466) ​ $ 545 ​ Cash Flows Analysis Twelve Months Ended December 31, 2025 Compared to Twelve Months Ended December 31, 2024 Operating Activities.
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 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.
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.
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.
Additionally, under the share repurchase plan, the Company purchased $5,896 of common stock in 2024 as compared to $2,661 of its common stock in 2023. 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. See Part II, Item 5.
Additionally, under the share repurchase plan, the Company purchased $4,607 of common stock during 2025 as compared to $5,896 in the prior-year period. The Company’s decision to repurchase additional shares in 2026 will depend on business conditions, free 37 Table of Contents cash flow generation, other cash requirements and stock price. See Part II, Item 5.
See Note 9 within the Notes to Consolidated Financial Statements for additional detail. ​ 34 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. ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Twelve Months Ended ​ ​ December 31, ​ 2024 2023 2022 Net cash provided by operating activities ​ $ 89,807 ​ $ 40,363 ​ $ 52,426 Less: Capital expenditures ​ ​ 12,098 ​ ​ 16,598 ​ ​ 58,610 Free cash flow ​ $ 77,709 ​ $ 23,765 ​ $ (6,184) ​ Free Cash Flows Analysis Twelve Months Ended December 31, 2024 Compared to Twelve Months Ended December 31, 2023 ​ Free cash flow for the year ended December 31, 2024 was $77,709 as compared to $23,765 for the twelve months ended December 31, 2023, an increase of $53,944 or 227.0%.
See Note 9 – Commitments and Contingencies within the Notes to Consolidated Financial Statements for additional detail. ​ 34 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. ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Twelve Months Ended ​ ​ December 31, ​ ​ ​ ​ 2025 ​ ​ ​ 2024 ​ ​ ​ 2023 Net cash provided by operating activities ​ $ 38,562 ​ $ 89,807 ​ $ 40,363 Less: Capital expenditures ​ ​ 11,648 ​ ​ 12,098 ​ ​ 16,598 Free cash flow ​ $ 26,914 ​ $ 77,709 ​ $ 23,765 ​ Free Cash Flows Analysis Twelve Months Ended December 31, 2025 Compared to Twelve Months Ended December 31, 2024 ​ Free cash flow for the year ended December 31, 2025 was $26,914 as compared to $77,709 for the twelve months ended December 31, 2024, a decrease of $50,795 or 65.4%.
Manufacturing margin percentages were 12.2% for the twelve months ended December 31, 2024 as compared to 11.8% for the twelve months ended December 31, 2023, an increase of 0.4%. The increase was attributable to the items discussed in the preceding paragraph. Amortization of Intangible Assets.
Manufacturing margin percentages were 9.9% for the twelve months ended December 31, 2025 as compared to 12.2% for the twelve months ended December 31, 2024, a decrease of 2.3%. The decrease was attributable to the items discussed in the preceding paragraph. Amortization of Intangible Assets.
As of December 31, 2024, our consolidated total leverage ratio was 1.28 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.
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.
Management evaluates these estimates on an ongoing basis, using historical experience, consultation with third parties, and other methods considered reasonable in the particular circumstances. Nevertheless, actual results may differ significantly from our estimates.
Critical accounting estimates are those estimates that, in management’s view, are most important in the portrayal of our financial condition and results of operations. Management evaluates these estimates on an ongoing basis, using historical experience, consultation with third parties, and other methods considered reasonable in the particular circumstances. Nevertheless, actual results may differ significantly from our estimates.
(2) Unamortized debt issue costs written off from the prior five-year credit agreement attributable to lenders that are no longer included in the amended and restated credit agreement or decreased their capacity in the amended and restated credit agreement. (3) Transaction costs, primarily legal and professional services, related to the acquisition of MSA.
(2) Unamortized debt issuance costs written off from the prior five-year credit agreement attributable to lenders that are no longer included in the amended and restated credit agreement, as amended, or decreased their capacity in the amended and restated credit agreement, as amended.
Adjusted EBITDA represents EBITDA before CEO transition costs, loss on extinguishment of debt, Mid-States Aluminum (MSA) acquisition related costs, stock-based compensation expense, field replacement claim, legal costs due to former fitness customer, costs recognized on step-up of MSA acquired inventory, impairment of long-lived assets and gain on contracts specifically purchased to meet obligations under the agreement with our former fitness customer, Wautoma restructuring charges, Chief Operating Officer (COO) restructuring costs and gain on lawsuit settlement.
Adjusted EBITDA represents EBITDA before stock-based compensation, loss on extinguishment of debt, field replacement claim, legal costs due to former fitness customer, CFO transition costs, Chief Operating Officer (COO) restructuring costs, natural disaster costs, acquisition related costs, Wautoma and the restructuring plan (The Plan) restructuring charges, costs recognized on step-up of Mid-States Aluminum (MSA) and Accu-Fab acquired inventory and gain on lawsuit settlement.
Capital expenditures for the full year 2025 are expected to be between $13,000 and $17,000.
Capital expenditures for the full year 2026 are expected to be between $15,000 and $20,000.
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.
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 December 31, 2025, we had availability of $17,730 through our revolving credit facility.
On October 28, 2024, the Company and a former fitness customer entered into a formal Settlement Agreement (the “Agreement”) resolving a previously disclosed lawsuit.
This was partially offset by lower legacy MEC wages and benefits. Gain on Lawsuit Settlement. On October 28, 2024, the Company and a former fitness customer entered into a formal Settlement Agreement (the “Agreement”) resolving a previously disclosed lawsuit.
Free Cash Flows Analysis Twelve Months Ended December 31, 2023 Compared to Twelve Months Ended December 31, 2022 ​ Free cash flow for the year ended December 31, 2023 was $23,765 as compared to ($6,184) for the twelve months ended December 31, 2022, an increase of $29,949.
Free Cash Flows Analysis Twelve Months Ended December 31, 2024 Compared to Twelve Months Ended December 31, 2023 ​ Free cash flow for the year ended December 31, 2024 was $77,709 as compared to $23,765 for the twelve months ended December 31, 2023, an increase of $53,944 or 227.0%.
Under the terms of the Agreement, the Company and the former fitness customer agreed to dismiss the lawsuit and exchange mutual releases, and MEC received a gross payment of $25,500 from the former fitness customer in the fourth quarter of the current year. See Note 9 within the Notes to Consolidated Financial Statements for additional information regarding the lawsuit.
Under the terms of the Agreement, the Company and the former fitness customer agreed to dismiss the lawsuit and exchange mutual releases, and MEC received a gross payment of $25,500 from the former fitness customer in the fourth quarter of 2024. Interest Expense.
The balance outstanding as of December 31, 2024 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 Consolidated Balance Sheets. 38 Table of Contents Capital Requirements and Sources of Liquidity During the twelve months ended December 31, 2024 and 2023, our capital expenditures were $12,098 and $16,598, respectively.
The balance outstanding as of December 31, 2025 was $1,375, with the short- 38 Table of Contents term and long-term balance of $500 and $875, respectively, recorded in other current liabilities and other long-term liabilities in the Consolidated Balance Sheets.
All amounts are presented in thousands except share amounts, per share data, years and ratios. Critical Accounting Estimates The preparation of consolidated financial statements in conformity with GAAP requires management to make certain estimates and assumptions that affect the reported amounts and disclosures.
Critical Accounting Estimates The preparation of consolidated financial statements in conformity with GAAP requires management to make certain estimates and assumptions that affect the reported amounts and disclosures. Therefore, these estimates and assumptions affect reported amounts of assets, liabilities, revenue, expenses, and associated disclosures of contingent liabilities.
We have developed long-standing relationships with our blue-chip customers based upon our commitment to “Unmatched Excellence”. 31 Table of Contents 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.
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, data center & critical power, agricultural, military and other products.
The increase was primarily driven by higher bonus accruals aligning with the Company’s attainment of certain financial performance targets for the current year period and higher stock-based compensation expense due to higher forfeitures of unvested awards in the prior year period. 36 Table of Contents Other Selling, General and Administrative Expenses.
The decrease was primarily driven by lower bonus accruals and stock-based compensation expense aligning with the Company financial performance. 36 Table of Contents Other Selling, General and Administrative Expenses.
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.
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.
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.
At December 31, 2025, this fee was 0.30%. 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.
See Note 8 of the Consolidated Financial Statements for further details. Due to the factors described in the preceding paragraphs, net income and comprehensive income, EBITDA, and EBITDA Margin increased while Adjusted EBITDA and Adjusted EBITDA Margin decreased during 2024.
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 2025.
Twelve Months Ended December 31, 2024 Compared to Twelve Months Ended December 31, 2023 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Year Ended December 31, ​ ​ 2024 ​ ​ 2023 ​ ​ Increase (Decrease) ​ ​ ​ ​ % of Net ​ ​ ​ ​ % of Net ​ ​ Amount ​ ​ ​ Amount Sales ​ Amount Sales ​ Change % Change ​ Net sales ​ $ 581,604 ​ 100.0 % ​ $ 588,425 ​ 100.0 % ​ $ (6,821) ​ (1.2) % Cost of sales ​ ​ 510,507 ​ 87.8 % ​ ​ 518,722 ​ 88.2 % ​ ​ (8,215) ​ (1.6) % Manufacturing margins ​ ​ 71,097 ​ 12.2 % ​ ​ 69,703 ​ 11.8 % ​ ​ 1,394 ​ 2.0 % Amortization of intangible assets ​ 6,933 1.2 % ​ ​ 7,742 1.3 % ​ ​ (809) (10.4) % Profit sharing, bonuses and deferred compensation ​ 13,593 2.3 % ​ ​ 11,588 2.0 % ​ ​ 2,005 17.3 % Other selling, general and administrative expenses ​ 31,518 5.4 % ​ ​ 30,182 5.1 % ​ ​ 1,336 4.4 % Gain on lawsuit settlement ​ ​ (25,500) ​ (4.4) % ​ ​ — ​ — % ​ ​ (25,500) ​ NM ​ Income from operations ​ 44,553 7.7 % ​ ​ 20,191 3.4 % ​ ​ 24,362 120.7 % Interest expense ​ (10,989) 1.9 % ​ ​ (11,092) 1.9 % ​ ​ (103) (0.9) % Loss on extinguishment of debt ​ ​ — ​ — % ​ ​ (216) ​ 0.0 % ​ ​ (216) ​ (100.0) % Provision for income taxes ​ 7,596 1.3 % ​ ​ 1,039 0.2 % ​ ​ 6,557 631.1 % Net income and comprehensive income ​ $ 25,968 4.5 % ​ $ 7,844 1.3 % ​ $ 18,124 231.1 % EBITDA ​ $ 82,141 14.1 % ​ $ 55,055 9.4 % ​ $ 27,086 49.2 % Adjusted EBITDA ​ $ 64,407 11.1 % ​ $ 66,053 11.2 % ​ $ (1,646) (2.5) % Net Sales.
Twelve Months Ended December 31, 2025 Compared to Twelve Months Ended December 31, 2024 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Twelve Months Ended December 31, ​ ​ 2025 ​ ​ 2024 ​ ​ Increase (Decrease) ​ ​ ​ ​ % of Net ​ ​ ​ ​ % of Net ​ ​ Amount ​ ​ ​ ​ ​ ​ Amount ​ ​ ​ Sales ​ ​ ​ ​ Amount ​ ​ ​ Sales ​ ​ ​ ​ Change ​ ​ ​ % Change ​ Net sales ​ $ 546,487 ​ 100.0 % ​ $ 581,604 ​ 100.0 % ​ $ (35,117) ​ (6.0) % Cost of sales ​ ​ 492,478 ​ 90.1 % ​ ​ 510,507 ​ 87.8 % ​ ​ (18,029) ​ (3.5) % Manufacturing margins ​ ​ 54,009 ​ 9.9 % ​ ​ 71,097 ​ 12.2 % ​ ​ (17,088) ​ (24.0) % Amortization of intangible assets ​ 9,716 1.8 % ​ ​ 6,933 1.2 % ​ ​ 2,783 40.1 % Bonuses and deferred compensation ​ 8,724 1.6 % ​ ​ 13,593 2.3 % ​ ​ (4,869) (35.8) % Other selling, general and administrative expenses ​ 39,413 7.2 % ​ ​ 31,518 5.4 % ​ ​ 7,895 25.0 % Gain on lawsuit settlement ​ ​ — ​ — % ​ ​ (25,500) ​ (5.0) % ​ ​ 25,500 ​ NM ​ Income from operations ​ (3,844) (0.7) % ​ ​ 44,553 7.7 % ​ ​ (48,397) (108.6) % Interest expense ​ (10,215) 1.9 % ​ ​ (10,989) 1.9 % ​ ​ (774) (7.0) % Provision (benefit) for income taxes ​ (5,949) (1.1) % ​ ​ 7,596 1.3 % ​ ​ (13,545) (178.3) % Net income (loss) and comprehensive income (loss) ​ $ (8,110) (1.5) % ​ $ 25,968 4.5 % ​ $ (34,078) (131.2) % EBITDA ​ $ 37,443 6.9 % ​ $ 82,141 14.1 % ​ $ (44,698) (54.4) % Adjusted EBITDA ​ $ 47,057 8.6 % ​ $ 64,407 11.1 % ​ $ (17,350) (26.9) % Net Sales.
Macroeconomic Conditions The broader market dynamics over the past few years have resulted in impacts to the Company, elevated interest rates, inconsistent customer demand, material cost inflation and labor availability. The Company expects some of these dynamics to continue in 2025 and could continue to have an impact on demand, material costs and labor. How We Assess Performance Net Sales.
The costs of determinable-lived intangibles are amortized to expense over their estimated lives. 31 Table of Contents Macroeconomic Conditions The broader market dynamics over the past few years have resulted in impacts to the Company, elevated interest rates, inconsistent customer demand, material cost inflation and labor availability.
The $92,420 decrease in cash used in investing activities was mainly due to the acquisition of MSA that used cash of $88,593 and was completed on July 1, 2023, along with a decrease in capital expenditures. Financing Activities.
The $139,818 increase in cash used in investing activities was mainly due to the acquisition of Accu-Fab completed on July 1, 2025, partially offset by a decrease in capital expenditures. Financing Activities.
Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities for additional information regarding share repurchases. Amended and Restated Credit Agreement On June 28, 2023, we entered into an amended and restated credit agreement (the Credit Agreement) with certain lenders and Wells Fargo Bank, National Association, the Agent.
Amended and Restated Credit Agreement On June 28, 2023, and as 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).
Investing Activities. Cash used in investing activities was $11,712 for the twelve months ended December 31, 2024, as compared to $104,132 for the twelve months ended December 31, 2023.
This was partially offset by an increase in accounts payable due to the timing of supplier payments. Investing Activities. Cash used in investing activities was $151,530 for the twelve months ended December 31, 2025, as compared to $11,712 for the twelve months ended December 31, 2024.
Cash used in financing activities was $78,561 for the twelve months ended December 31, 2024, as compared to cash provided by financing activities of $64,314 for the twelve months ended December 31, 2023.
Cash provided by financing activities was $114,264 for the twelve months ended December 31, 2025, as compared to cash used in financing activities of $78,561 for the twelve months ended December 31, 2024. The change was primarily due to borrowings in excess of debt repayments during the current year period on the Company’s revolving credit facility.
Contractual Obligations The following table presents our obligations and commitments to make future payments under contracts and contingent commitments at December 31, 2024: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Payments Due by Period ​ ​ Total 2025 2026 – 2027 2028 – 2029 Thereafter Long-term debt principal payment obligations (1) ​ $ 81,600 ​ $ 500 ​ $ 1,000 ​ $ 80,100 ​ $ — ​ Forecasted interest on debt payment obligations (2) ​ ​ 20,407 ​ ​ 6,367 ​ ​ 11,196 ​ ​ 2,844 ​ ​ — ​ Finance lease obligations (3) ​ 730 ​ 434 ​ 296 ​ — ​ — Operating lease obligations (3) ​ 33,480 ​ 5,765 ​ 11,028 ​ 8,813 ​ 7,874 Total ​ $ 136,217 ​ $ 13,066 ​ $ 23,520 ​ $ 91,757 ​ $ 7,874 ​ (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.
Contractual Obligations The following table presents our obligations and commitments to make future payments under contracts and contingent commitments at December 31, 2025: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Payments Due by Period ​ ​ ​ ​ Total ​ ​ ​ 2026 ​ ​ ​ 2027 – 2028 ​ ​ ​ 2029 – 2030 ​ ​ ​ Thereafter Long-term debt principal payment obligations (1) ​ $ 203,900 ​ $ 500 ​ $ 203,400 ​ $ — ​ $ — Forecasted interest on debt payment obligations (2) ​ ​ 21,298 ​ ​ 10,185 ​ ​ 11,113 ​ ​ — ​ ​ — Finance lease obligations (3) ​ 3,184 ​ 1,170 ​ 1,485 ​ 500 ​ 29 Operating lease obligations (3) ​ 35,455 ​ 7,770 ​ 14,235 ​ 9,060 ​ 4,390 Total ​ $ 264,143 ​ $ 19,931 ​ $ 230,233 ​ $ 9,560 ​ $ 4,419 (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.
(4) Non-cash employee compensation based on the value of common stock issued pursuant to the 2019 Omnibus Incentive Plan. (5) Represents a one-time charge related to a COVID related sourcing issue that caused the Company to change suppliers and ultimately lead to a product being produced outside of customer specifications.
(3) Represents a one-time charge due to a COVID related sourcing issue that caused the Company to change suppliers and ultimately lead to a product being produced outside of customer specifications. These costs are not expected to be incurred on an ongoing basis and therefore are not indicative of ongoing operations.
Profit sharing, bonuses and deferred compensation expenses were $13,593 for the twelve months ended December 31, 2024 as compared to $11,588 for the twelve months ended December 31, 2023, an increase of $2,005, or 17.3%.
Refer to Note 2 – Acquisition for additional information related to these identifiable intangible assets. Bonuses and Deferred Compensation Expenses. Bonuses and deferred compensation expenses were $8,724 for the twelve months ended December 31, 2025 as compared to $13,593 for the twelve months ended December 31, 2024, a decrease of $4,869, or 35.8%.
Other selling, general and administrative expenses were $31,518 for the twelve months ended December 31, 2024 as compared to $30,182 for the twelve months ended December 31, 2023, an increase of $1,336, or 4.4%.
Other selling, general and administrative expenses were $39,413 for the twelve months ended December 31, 2025 as compared to $31,518 for the twelve months ended December 31, 2024, an increase of $7,895, or 25.0%. The increase was attributable to non-recurring costs and incremental SG&A expenses, each associated with Accu-Fab and higher costs related to compliance requirements.
Net sales were $581,604 for the twelve months ended December 31, 2024 as compared to $588,425 for the twelve months ended December 31, 2023, a decrease of $6,821, or 1.2%.
Net sales were $546,487 for the twelve months ended December 31, 2025 as compared to $581,604 for the twelve months ended December 31, 2024, a decrease of $35,117, or 6.0%. This decrease was driven by reduced customer demand across nearly all end markets and customer de-stocking channel inventory.
The Credit Agreement provides for a $250,000 revolving credit facility, with a letter of credit sub-facility, and a swingline facility in an aggregate amount of $25,000. The Credit Agreement also provides for the availability of incremental facilities to the greater of $100,000 and 125% of the Company’s twelve month trailing Consolidated EBITDA through an accordion feature.
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.
Cash provided by operating activities was $89,807 for the twelve months ended December 31, 2024 as compared to $40,363 for the twelve months ended December 31, 2023. Of the $49,444 increase in operating cash flows, $17,562 is due to a payout of deferred compensation to a retired Company executive made in the prior year period.
Cash provided by operating activities was $38,562 for the twelve months ended December 31, 2025 as compared to $89,807 for the twelve months ended December 31, 2024. The $51,245 decrease was driven in part by the $25,500 lawsuit settlement payment received in the fourth quarter of the prior year.
Amortization of intangible assets were $6,933 for the twelve months ended December 31, 2024 as compared to $7,742 for the twelve months ended December 31, 2023, a decrease of $809, or 10.4%.
Amortization of intangible assets were $9,716 for the twelve months ended December 31, 2025 as compared to $6,933 for the twelve months ended December 31, 2024, an increase of $2,783, or 40.1%. The increase was due to amortization expense associated with identifiable intangible assets from the Accu-Fab acquisition.
Interest Expense. Interest expense was $10,989 for the twelve months ended December 31, 2024 as compared to $11,092 for the twelve months ended December 31, 2023, a decrease of $103, or 0.9%. The decrease is due to lower average debt levels on our revolver as compared to the prior year period. Provision for Income Taxes.
Interest expense was $10,215 for the twelve months ended December 31, 2025 as compared to $10,989 for the twelve months ended December 31, 2024, a decrease of $774, or 7.0%. The decrease was due to reduced interest rates relative to the prior year period, partially offset by an increase in borrowings associated with the recent Accu-Fab acquisition.
The increase in free cash flow was primarily due to less capital investments in 2023 due to the completion of the capital investment in the Company’s Hazel Park, MI facility at the end of 2022, partially offset by a decrease in operating activities, mainly due to a payout of deferred compensation to a retired Company executive in 2023. 35 Table of Contents Consolidated Results of Operations A discussion regarding our financial condition and results of operations for the twelve months ended December 31, 2024 compared to the twelve months ended December 31, 2023 is presented below.
Please see the “Liquidity and Capital Resources” section below for further information. ​ 35 Table of Contents Consolidated Results of Operations A discussion regarding our financial condition and results of operations for the twelve months ended December 31, 2025 compared to the twelve months ended December 31, 2024 is presented below.
These items were partially offset by incremental volumes from new program wins and the acquisition of MSA in the third quarter of the prior year. Manufacturing Margins. Manufacturing margins were $71,097 for the twelve months ended December 31, 2024 as compared to $69,703 for the twelve months ended December 31, 2023, an increase of $1,394, or 2.0%.
This decline was partially offset by increased after-market demand in our Military end market and the acquisition of Accu-Fab driving Data Center & Critical Power volumes. Manufacturing Margins. Manufacturing margins were $54,009 for the twelve months ended December 31, 2025 as compared to $71,097 for the twelve months ended December 31, 2024, a decrease of $17,088, or 24.0%.
(7) Expense associated with the recognized fair value step-up of inventory in correlation with the MSA acquisition. (8) Gain on the sale of the fixed assets that were previously impaired as a result of the change in forecast of our former fitness customer. (9) Restructuring costs associated with the separation of the former COO.
(10) Expense associated with the recognized fair value step-up of inventory in correlation with the Accu-Fab and MSA acquisitions. (11) Payment received from the former fitness customer resolving a previously disclosed lawsuit.
The decrease of $4,500 was driven by the Company controlling its spend due to the end market demand softening. Capital expenditures for the full year 2025 are expected to be between $13,000 and $17,000.
Capital Requirements and Sources of Liquidity During the twelve months ended December 31, 2025 and 2024, our capital expenditures were $11,648 and $12,098 respectively. The decrease of $450 was driven by the Company’s focus on leveraging recent investments and controlling spend during 2025. Capital expenditures for the full year 2026 are expected to be between $15,000 and $20,000.
(6) Costs incurred to re-purpose the Hazel Park facility from products for the former fitness customer use to general use for the time period through July 31, 2022, and legal costs associated with the enforcement of the Company’s supply contract with the former fitness customer.
(4) Legal costs associated with the enforcement of the Company’s supply contract with the former fitness customer. (5) Costs associated with the separation of the former CFO. (6) Restructuring costs associated with the separation of the former COO. (7) Costs incurred for facility clean-up following tornado damage at one of the Company’s locations.
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Therefore, these estimates and assumptions affect reported amounts of assets, liabilities, revenue, expenses, and associated disclosures of contingent liabilities. Critical accounting estimates are those estimates that, in management’s view, are most important in the portrayal of our financial condition and results of operations.
Added
Our customers operate in diverse end markets, including heavy- and medium-duty commercial vehicles, construction & access equipment, powersports, data center & critical power, agriculture, military and other end markets. We have developed long-standing relationships with our blue-chip customers based upon our commitment to “Unmatched Excellence”.
Removed
These costs are not expected to be incurred on an ongoing basis and therefore are not indicative of ongoing operations.
Added
The Company expects some of these dynamics to continue in 2026 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.
Removed
See Note 19 within the Notes to Consolidated Financial Statements for additional detail. (10) Restructuring charges related to the closure of the Wautoma facility. See Note 19 within the Notes to Consolidated Financial Statements for additional detail. (11) Payment received from the former fitness customer resolving a previously disclosed lawsuit.
Added
(8) Transaction costs, primarily legal and professional services, related to the acquisition of Accu-Fab in 2025 and MSA in 2023. (9) Restructuring costs related to the consolidation of three warehouse and one manufacturing facility into the Company’s existing facilities and restructuring charges related to the closure of the Wautoma facility.
Removed
This decrease was primarily due to softening demand within the second half of the current year in all our key end markets, customer de-stocking channel inventory and the foreseen roll-off of certain military aftermarket programs at the end of 2023.
Added
The increase in free cash flow was primarily due to an increase in cash provided by operating activities and a decrease in capital expenditures.
Removed
The increase was primarily driven by MBX initiatives, commercial pricing actions and cost reduction actions, most notably, a 12% reduction in the Company’s labor force which occurred in the third quarter of 2024.
Added
The decrease was primarily driven by softening customer demand, non-recurring restructuring costs, inventory step-up expense associated with the Accu-Fab acquisition and temporal launch-phase dynamics across projects in our Data Center & Critical Power and Commercial Vehicle markets, partially offset by cost reduction actions and higher-margin net sales contribution from the Accu-Fab acquisition.
Removed
The decrease was due to the full amortization of certain intangible assets in prior periods, slightly offset by the full year of amortization expense in 2024 associated with the identifiable intangible assets from the MSA acquisition. Profit Sharing, Bonuses and Deferred Compensation Expenses.
Added
Provision (benefit) for Income Taxes. Income tax benefit was $5,949 for the twelve months ended December 31, 2025 as compared to an expense of $7,596 for the twelve months ended December 31, 2024, a decrease of $13,545 or 178.3%.
Removed
The increase was predominantly attributable to higher costs related to compliance requirements and annual wage inflation, partially offset by lower legal fees associated with the litigation against the former fitness customer and non-recurring professional fees related to the MSA acquisition during the prior year period. Gain on Lawsuit Settlement.
Added
The decrease is primarily due to a pre-tax loss in the current year period compared to pre-tax income in the prior year period. The effective tax rate for the current period also reflects discrete tax benefits recognized during the twelve months ended December 31, 2025. Refer to Note 8 – Income Taxes of the Consolidated Financial Statements for further details.
Removed
Income tax expense was $7,596 for the twelve months ended December 31, 2024 as compared to $1,039 for the twelve months ended December 31, 2023, an increase of $6,557 or 631.1%. The increase is primarily due to the gain on lawsuit settlement in the current year period, partially offset by an increased tax benefit associated with stock-based compensation option exercises.
Added
The remaining $25,745 was primarily due to lower net income (loss) adjusted for reconciling items and a higher use of cash associated with stabilized inventory levels in the current year as compared to inventory reductions in the prior-year period. In addition, cash usage increased due to lower accrued liabilities due to reduced bonus accruals aligning with the Company’s financial performance.
Removed
The remaining increase of $31,882 was primarily due to the lawsuit settlement payment of $25,500 and changes in net working capital items.
Added
Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities for additional information regarding share repurchases.
Removed
The primary increases associated with working capital changes include a decrease in accrued liabilities in the prior year as part of a 401(k) Plan amendment, the utilization of income tax net operating losses and tax credit carryforwards and a decrease in cash used for accounts payable due to the timing of supplier payments positively impacted cash provided by operating activities for the current year period.
Added
At December 31, 2025, the interest rate on outstanding borrowings under the Revolving Loan was 5.98%. We had availability of $17,730 under the revolving credit facility at December 31, 2025. 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.

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Item 7A. Quantitative and Qualitative Disclosures About Market Risk

Market Risk — interest-rate, FX, commodity exposure

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Biggest changeA hypothetical 100-basis-point increase in our borrowing rates would have resulted in an additional $1.1 million of interest expense based on our variable rate debt at December 31, 2024. 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.
Biggest changeA hypothetical 100-basis-point increase in interest rates would have resulted in an additional $1.4 and $1.1 million of interest expense based on our variable rate debt at December 31, 2025 and December 31, 2024, respectively. We do not use derivative financial instruments to manage interest risk or to speculate on future changes in interest rates.
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 December 31, 2024, we did not have any commodity hedging instruments in place. ​ 40 Table of Contents
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 December 31, 2025, we did not have any commodity hedging instruments in place. ​ 40 Table of Contents
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.
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.
The amount borrowed under our revolving credit facility under the Credit Agreement was $79.7 million with an interest rate of 6.55% as of December 31, 2024.
The amount borrowed under the revolving credit facility under the Credit Agreement was $202.5 million and $79.7 million with an interest rate of 5.98% and 6.55% as of December 31, 2025 and December 31, 2024, respectively.

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