Mayville Engineering Company, Inc.

Previous wording

The broader market dynamics over the past few years have resulted in impacts to the Company including: inflation, elevated interest rates, labor availability, material cost pressures, trade policy uncertainty and inconsistent customer demand. The Company expects some of these dynamics to continue in 2026 and could continue to have an impact on demand, material costs and labor.

Current wording

The broader market dynamics over the past few years have resulted in impacts to the Company including: inflation, elevated interest rates, labor availability, material cost pressures, trade policy uncertainty and inconsistent customer demand. The Company expects some of these dynamics to continue for the remainder of 2026, which could continue to have an impact on demand, material costs and labor.

Previous wording

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

Current wording

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

Previous wording

Adjusted EBITDA represents EBITDA before stock-based compensation expense, loss on extinguishment of debt, CFO transition costs, natural disaster costs, acquisition related costs and restructuring and impairment costs. Adjusted EBITDA Margin represents Adjusted EBITDA as a percentage of net sales for each period.

Current wording

Adjusted EBITDA represents EBITDA before stock-based compensation expense, loss on extinguishment of debt, CFO transition costs, natural disaster costs, costs recognized on step-up of Accu-Fab acquired inventory, acquisition related costs and restructuring and impairment costs. Adjusted EBITDA Margin represents Adjusted EBITDA as a percentage of net sales for each period.

Previous wording

Free cash flow for the six months ended June 30, 2026 was ($13,588) as compared to $17,899 for the six months ended June 30, 2025, a decrease of $31,487 or 175.9%. Please see the “Liquidity and Capital Resources” section below for further information.

Current wording

Free Cash Flow for the nine months ended September 30, 2026 was ($16,937) as compared to $16,751 for the nine months ended September 30, 2025, a decrease of $33,688 or 201.1%. Please see the “Liquidity and Capital Resources” section below for further information.

Previous wording

Net Sales. Net sales were $307,761 for the six months ended June 30, 2026 as compared to $267,907 for the six months ended June 30, 2025, an increase of $39,854, or 14.9%. This increase was driven by organic growth in the Datacenter & Critical Power and Construction & Access end markets and the impact of the Accu-Fab acquisition completed in the third quarter of 2025. These increases were partially offset by lower demand in the Agriculture and Military end markets.

Current wording

Net Sales. Net sales were $170,358 for the three months ended September 30, 2026 as compared to $144,310 for the three months ended September 30, 2025, an increase of $26,048, or 18.1%. This increase was driven by growth in the Datacenter & Critical Power, Commercial Vehicle, and Construction & Access end markets.

Previous wording

Bonuses and Deferred Compensation Expenses. Bonuses and deferred compensation expenses were $4,845 for the three months ended June 30, 2026 as compared to $1,525 for the three months ended June 30, 2025, an increase of $3,320, or 217.7%.

Current wording

Bonuses and Deferred Compensation Expenses. Bonuses and deferred compensation expenses were $2,461 for the three months ended September 30, 2026 as compared to $2,221 for the three months ended September 30, 2025, an increase of $240, or 10.8%. The increase was driven by higher bonus accruals aligning with Company financial targets.

Previous wording

Other Selling, General and Administrative Expenses. Other SG&A expenses were $9,324 for the three months ended June 30, 2026 as compared to $10,290 for the three months ended June 30, 2025, a decrease of $966, or 9.4%. The decrease was primarily attributable non-recurring executive transition expenses and Accu-Fab acquisition-related costs in the prior year, partially offset by incremental SG&A expenses associated with the acquisition.

Current wording

Other Selling, General and Administrative Expenses. Other SG&A expenses were $8,834 for the three months ended September 30, 2026 as compared to $10,545 for the three months ended September 30, 2025, a decrease of $1,711, or 16.2%. The

Previous wording

Provision (Benefit) for Income Taxes. Income tax expense (benefit) was ($992) for the three months ended June 30, 2026 as compared to ($225) for the three months ended June 30, 2025. The increase in benefit of $767 is primarily due to a greater pre-tax loss in the current year period compared to the pre-tax loss in the prior year period. Refer to Note 8 – Income Taxes of the Condensed Consolidated Financial Statements for further details.

Current wording

Provision (Benefit) for Income Taxes. Income tax expense (benefit) was $958 for the three months ended September 30, 2026 as compared to ($707) for the three months ended September 30, 2025. The increase in the expense of $1,665 is primarily due to a greater pre-tax income in the current year period compared to the pre-tax loss in the prior year period. Refer to Note 7 – Income Taxes of the Condensed Consolidated Financial Statements for further details.

Previous wording

Due to the factors described in the preceding paragraphs, net income (loss) and comprehensive income (loss), Adjusted EBITDA, Adjusted EBITDA Margin and EBITDA Margin decreased while EBITDA increased during the three months ended June 30, 2026 as compared to the three months ended June 30, 2025.

Current wording

Due to the factors described in the preceding paragraphs, net income (loss) and comprehensive income (loss), Adjusted EBITDA, Adjusted EBITDA Margin and EBITDA Margin, and EBITDA increased during the three months ended September 30, 2026 as compared to the three months ended September 30, 2025.

Previous wording

Net Sales. Net sales were $162,981 for the three months ended June 30, 2026 as compared to $132,328 for the three months ended June 30, 2025, an increase of $30,653, or 23.2%. This increase was driven by organic growth in the Datacenter & Critical Power, Commercial Vehicle, and Construction & Access end markets and the impact of the Accu-Fab acquisition completed in the third quarter of 2025. These increases were partially offset by lower demand in the Powersports, Agriculture and Military end markets.

Current wording

Net Sales. Net sales were $478,119 for the nine months ended September 30, 2026 as compared to $412,217 for the nine months ended September 30, 2025, an increase of $65,902, or 16.0%. This increase was driven by organic growth in the Datacenter & Critical Power, Commercial Vehicle and Construction & Access end markets and the impact of the Accu-Fab acquisition completed in the third quarter of 2025. These increases were partially offset by lower demand in the Powersports, Agriculture, and Military end markets.

Previous wording

Manufacturing Margins. Manufacturing margins were $28,654 for the six months ended June 30, 2026 as compared to $29,152 for the six months ended June 30, 2025, a decrease of $498, or 1.7%. Manufacturing margin percentages were 9.3% for the six months ended June 30, 2026, as compared to 10.9% for the six months ended June 30, 2025, a decrease of 160 basis points. The decrease was primarily driven by non-recurring restructuring costs, project launch costs related to the Datacenter & Critical Power end market and lower capacity utilization due to softer demand primarily within the Commercial Vehicle end market, partially offset by higher margin sales contribution from the Accu-Fab acquisition.

Current wording

Manufacturing Margins. Manufacturing margins were $47,417 for the nine months ended September** **30, 2026 as compared to $45,091 for the nine months ended September 30, 2025, an increase of $2,326, or 5.2%. Manufacturing margin percentages were 9.9% for the nine months ended September 30, 2026, as compared to 10.9% for the nine months ended September 30, 2025, a decrease of 100 basis points. The decrease in manufacturing margin percentage was primarily driven by restructuring costs, project launch and outsourcing costs related to the Datacenter & Critical Power end market and lower capacity utilization due to softer demand within the Powersports, Agriculture and Military end markets, partially offset by higher margin sales contribution from the Accu-Fab acquisition.

Previous wording

Amortization of Intangible Assets. Amortization of intangible assets was $3,140 for the three months ended June 30, 2026, as compared to $1,733 for the three months ended June 30, 2025, an increase of $1,407 or 81.2%. The increase was due to amortization expense associated with identifiable intangible assets from the Accu-Fab acquisition. Refer to Note 2 – Acquisition, for additional information related to these identifiable intangible assets.

Current wording

Amortization of Intangible Assets. Amortization of intangible assets was $9,400 for the nine months ended September 30, 2026, as compared to $6,591 for the nine months ended September 30, 2025, an increase of $2,809 or 42.6%. The increase was due to amortization expense associated with identifiable intangible assets from the Accu-Fab acquisition.

Previous wording

Bonuses and Deferred Compensation Expenses. Bonuses and deferred compensation expenses were $9,650 for the six months ended June 30, 2026 as compared to $4,850 for the six months ended June 30, 2025, an increase of $4,800, or 99.0%. The increase was driven by a one-time cash bonus in connection with the successful completion of the acquisition of Accu-Fab in July 2025 and higher bonus accruals aligning with Company financial performance and the addition of employees associated with the Accu-Fab acquisition.

Current wording

Bonuses and Deferred Compensation Expenses. Bonuses and deferred compensation expenses were $12,111 for the nine months ended September 30, 2026 as compared to $7,071 for the nine months ended September 30, 2025, an increase of $5,040, or 71.3%. The increase was driven by a one-time cash bonus in connection with the successful completion of the acquisition of Accu-Fab and higher bonus accruals aligning with Company financial targets.

Previous wording

Other Selling, General and Administrative Expenses. Other SG&A expenses were $18,489 for the six months ended June 30, 2026 as compared to $19,182 for the six months ended June 30, 2025, a decrease of $693, or 3.6%. The decrease was primarily attributable to non-recurring executive transition expenses and Accu-Fab acquisition-related costs in the prior year, partially offset by incremental SG&A expenses associated with the acquisition.

Current wording

Other Selling, General and Administrative Expenses. Other SG&A expenses were $27,323 for the nine months ended September 30, 2026 as compared to $29,727 for the nine months ended September 30, 2025, a decrease of $2,404, or 8.1%. The decrease was primarily attributable to non-recurring executive transition expenses and Accu-Fab acquisition-related costs in the prior year.

Previous wording

Impairment of Long-Lived Assets. During the six months ended June 30, 2026, as part of the Company’s restructuring plan (the Plan) designed to reduce fixed costs and optimize its operational footprint, in January 2026, the Company fully exited four warehouses. As the assets are no longer in use, an impairment was recorded for the entirety of the ROU asset balance in relation to these facilities.

Current wording

Impairment of Long-Lived Assets. During the nine months ended September 30, 2026, as part of the Company’s restructuring activities designed to reduce fixed costs and optimize its operational footprint, in January 2026, the Company fully exited four warehouses. As the assets were no longer in use, an impairment was recorded for the entirety of the ROU asset balance for the three leased assets. The fourth asset was an owned building in Fond du Lac, Wisconsin, for which the Company recorded a partial impairment expense of $375.

Previous wording

Interest Expense. Interest expense was $3,475 for the three months ended June 30, 2026 as compared to $1,398 for the three months ended June 30, 2025, an increase of $2,077, or 148.6%. The increase was due to increased average borrowings and interest rate under the Company’s revolving credit facility and the timing of debt repayments made during the period.

Current wording

Interest Expense. Interest expense was $10,093 for the nine months ended September 30, 2026 as compared to $6,395 for the nine months ended September 30, 2025, an increase of $3,698, or 57.8%. The increase was due to higher average borrowings and interest rates under the Company’s revolving credit facility.

Previous wording

Provision (Benefit) for Income Taxes. Income tax expense (benefit) was ($4,300) for the six months ended June 30, 2026 as compared to ($234) for the six months ended June 30, 2025. The increase in benefit of $4,066 is primarily due to greater pre-tax loss in the current year period compared to the pre-tax loss in the prior year period. Refer to Note 8 – Income Taxes of the Condensed Consolidated Financial Statements for further details.

Current wording

Provision (Benefit) for Income Taxes. Income tax expense (benefit) was ($3,342) for the nine months ended September 30, 2026 as compared to ($941) for the nine months ended September 30, 2025. The increase in benefit of $2,401 is primarily due to greater pre-tax loss in the current year period compared to the pre-tax loss in the prior year period. Refer to Note 7 – Income Taxes of the Condensed Consolidated Financial Statements for further details.

Previous wording

Due to the factors described in the preceding paragraphs, net income (loss) and comprehensive income (loss), EBITDA, EBITDA Margin, Adjusted EBITDA and Adjusted EBITDA Margin decreased during the six months ended June 30, 2026 as compared to the six months ended June 30, 2025.

Current wording

Due to the factors described in the preceding paragraphs, net income (loss) and comprehensive income (loss), EBITDA, EBITDA Margin, Adjusted EBITDA and Adjusted EBITDA Margin decreased during the nine months ended September 30, 2026 as compared to the nine months ended September 30, 2025.

Previous wording

Operating Activities. Cash used in operating activities was $1,325 for the six months ended June 30, 2026, as compared to cash provided by operating activities of $23,307 for the six months ended June 30, 2025. The decrease of $24,632 in cash provided by (used in) operating activities was primarily due to lower net income (loss) adjusted for reconciling items and a higher use of cash driven by an increase in inventory and accounts receivable supporting higher sales volumes. This was partially offset by an increase in cash provided by higher in accounts payables and accrued liabilities.

Current wording

Operating Activities. Cash provided by operating activities was $3,005 for the nine months ended September 30, 2026, as compared to $25,181 for the nine months ended September 30, 2025. The decrease of $22,176 was primarily due to a higher use of cash driven by an increase in inventory and accounts receivable supporting higher sales volumes. This was partially offset by an increase in cash provided by accounts payable.

Previous wording

Investing Activities. Cash used in investing activities was $12,257 for the six months ended June 30, 2026, as compared $5,402 for the six months ended June 30, 2025. The $6,855 increase in cash used in investing activities was driven by an increase in capital investments needed to support rapidly accelerating demand in the Datacenter & Critical Power end market.

Current wording

Investing Activities. Cash used in investing activities was $19,936 for the nine months ended September 30, 2026, as compared to $148,470 for the nine months ended September 30, 2025. The $128,534 decrease in cash used in investing activities was driven by the acquisition of Accu-Fab in 2025, partially offset by increased capital investments needed to support the Datacenter & Critical Power end market.

Previous wording

Financing Activities. Cash provided by financing activities was $14,283 for the six months ended June 30, 2026, as compared to cash used in financing activities of $17,905 for the six months ended June 30, 2025. The increase of $32,188 in cash provided by financing activities was primarily driven by proceeds received from the Company’s stock offering, partially offset by payments on the Company’s revolving credit facility that exceeded borrowings during the period.

Current wording

Financing Activities. Cash provided by financing activities was $16,938 for the nine months ended September 30, 2026, as compared to $124,300 for the nine months ended September 30, 2025. The decrease of $107,362 in cash provided by financing activities was primarily driven by payments on the Company’s revolving credit facility that exceeded borrowings during the period, partially offset by proceeds received from the Company’s stock offering.

Previous wording

On February 25, 2026, we entered into the Third Amendment which lowered the amount of total allowable borrowings under the revolving credit facility from $350,000 to $275,000 and reduced our minimum consolidated interest coverage ratio to 2.75 to 1.00, through the fourth quarter of 2026. The Third Amendment also increased our maximum consolidated leverage ratio to 5.25 to 1.00 for the first and second quarter of 2026, 5.00 to 1.00 for the third quarter of 2026, 4.00 to 1.00 for the fourth quarter of 2026 and 3.50 to 1.00 for 2027 and thereafter. As a result of these financial covenant changes, the interest pricing grid now includes additional interest rate tiers. All other material terms of the Credit Agreement remained unchanged. All amounts borrowed under the Credit Agreement mature on June 28, 2028.

Current wording

On February 25, 2026, we entered into the Third Amendment to the Credit Agreement (Third Amendment) which lowered the amount of total allowable borrowings under the revolving credit facility from $350,000 to $275,000 and reduced our minimum consolidated interest coverage ratio to 2.75 to 1.00, during the Covenant Adjustment Period. The Third Amendment also increased our maximum consolidated leverage ratio up to a maximum 5.25 to 1.00 during the Covenant Adjustment Period. Following the Covenant Adjustment Period, the Company is required to maintain a minimum consolidated interest coverage ratio of 3.00 to 1.00 and a maximum consolidated leverage ratio of 3.50 to 1.00. As a result of these financial covenant changes, the interest pricing grid was updated to include additional interest rate tiers. All other material terms of the Credit Agreement remained unchanged. All amounts borrowed under the Credit Agreement (as amended by the amendments) mature on June 28, 2028. During the three months ended September 30, 2026, we exited the Covenant Adjustment Period.

Previous wording

Borrowings under the Credit Agreement bear interest at a fluctuating SOFR plus an applicable margin based on the current consolidated total leverage ratio (which may be adjusted for certain reserve requirements), plus 1.25% to 3.25% depending on the current Consolidated Total Leverage Ratio (as defined in the Credit Agreement). Under certain circumstances, we may not be able to pay interest based on SOFR. If that happens, we will be required to pay interest at the Base Rate, which is the sum of the higher of (i) the Prime Rate (as publicly announced by the Agent from time to time), (ii) the Federal Funds Rate plus 0.50% and (iii) Adjusted Term SOFR for a one-month tenor in effect on such day plus 1.00%.

Current wording

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

Previous wording

At June 30, 2026, the interest rate on outstanding borrowings under the Revolving Loan was 6.65%. After accounting for our debt covenants, we had availability of $108,505 under the revolving credit facility at June 30, 2026.

Current wording

At September 30, 2026, the interest rate on outstanding borrowings under the revolving credit facility was 6.40%. After accounting for our debt covenants, we had availability of $30,344 under the revolving credit facility at September 30, 2026.

Previous wording

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. At June 30, 2026, this fee was 0.35%. 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.

Current wording

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. At September 30, 2026, 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.

Previous wording

The Credit Agreement contains usual and customary negative covenants for agreements of this type, including, but not limited to, restrictions on our ability to, subject to certain exceptions, create, incur or assume indebtedness; create, incur, assume or suffer to exist liens; make certain investments; allow our subsidiaries to merge or consolidate with another entity; make certain asset dispositions; pay certain dividends or other distributions to shareholders; enter into transactions with affiliates; enter into sale leaseback transactions; and exceed the limits on annual capital expenditures. The Credit Agreement also requires us to satisfy certain financial covenants, including a minimum consolidated interest coverage ratio of 2.75 to 1.00, as well as a consolidated total leverage ratio not to exceed 5.25 to 1.00. As of June 30, 2026, under the terms of the Credit Agreement, our interest coverage ratio was 3.27 to 1.00 and our consolidated total leverage ratio was 2.91 to 1.00.

Current wording

The Credit Agreement contains usual and customary negative covenants for agreements of this type, including, but not limited to, restrictions on our ability to, subject to certain exceptions, create, incur or assume indebtedness; create, incur, assume or suffer to exist liens; make certain investments; allow our subsidiaries to merge or consolidate with another entity; make certain asset dispositions; pay certain dividends or other distributions to shareholders; enter into transactions with affiliates; enter into sale leaseback transactions; and exceed the limits on annual capital expenditures. The Credit Agreement also requires us to satisfy certain financial covenants, including a minimum consolidated interest coverage ratio of 3.00 to 1.00, as well as a consolidated total leverage ratio not to exceed 3.50 to 1.00. As of September 30, 2026, under the terms of the Credit Agreement, our interest coverage ratio was 3.40 to 1.00 and our consolidated total leverage ratio was 2.90 to 1.00.

Previous wording

Additionally, the Company has a Fond du Lac County and Fond du Lac Economic Development Corporation term note (Fond du Lac Term Note). The Fond du Lac Term Note is secured by a security agreement, payable in annual installments of $500 plus interest at 2.00% and is due in full in December 2028. The balance outstanding as of June 30, 2026 and December 31, 2025 was $1,375. As of June 30, 2026, the short-term and long-term balance of $500 and $875, respectively. These balances are recorded in other current liabilities and other long-term liabilities in the Condensed Consolidated Balance Sheets.

Current wording

Additionally, the Company has a Fond du Lac County and Fond du Lac Economic Development Corporation term note (Fond du Lac Term Note). The Fond du Lac Term Note is secured by a security agreement, payable in annual installments of $500 plus interest at 2.00% and is due in full in December 2028. The balance outstanding as of September 30, 2026 and December 31, 2025 was

Previous wording

During the six months ended June 30, 2026 and 2025, our capital expenditures were $11,755 and $5,408 respectively. The increase of $6,347 was driven by an increase in capital investments needed to support rapidly accelerating demand in the Datacenter & Critical Power end market. Capital expenditures for the full year 2026 are expected to be between $25,000 and $35,000.

Current wording

During the nine months ended September 30, 2026 and 2025, our capital expenditures were $19,942 and $8,430, respectively. The increase of $11,512 was driven by an increase in capital investments needed to support rapidly accelerating demand in the Datacenter & Critical Power end market. Capital expenditures for the full year 2026 are expected to be between $25,000 and $35,000.