Form 11-K Mayville Engineering For: Dec 31
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
FOR ANNUAL REPORTS OF EMPLOYEE STOCK PURCHASE, SAVINGS
AND SIMILAR PLANS PURSUANT TO SECTION 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
(Mark One)
☒ | ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the fiscal year ended December 31, 2025
OR
☐ | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the transition period from __________ to __________
Commission File Number 001-38894
A. | Full title of the plan and the address of the plan, if different from that of the issuer named below: |
401(k) Plan
B. | Name of issuer of the securities held pursuant to the plan and the address of its principal executive office: |
Mayville Engineering Company, Inc.
135 S. 84th Street, Suite 300
Milwaukee, Wisconsin 53214
Mayville Engineering Company, Inc. 401(k) Plan
Table of Contents
*Other supplementary schedules required by Section 2520.103-10 of the Department of Labor’s Rules and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of 1974 have been omitted because they are not applicable.
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
Plan Administrative Committee, Plan Administrator, and Plan Participants
Mayville Engineering Company, Inc. 401(k) Plan
Opinion on the Financial Statements
We have audited the accompanying statements of net assets available for benefits of the Mayville Engineering Company, Inc. 401(k) Plan (the Plan) as of December 31, 2025 and 2024, and the related statement of changes in net assets available for benefits for the year ended December 31, 2025, and the related notes (collectively referred to as the financial statements). In our opinion, the financial statements present fairly, in all material respects, the net assets available for benefits of the Plan as of December 31, 2025 and 2024, and the changes in net assets available for benefits for the year ended December 31, 2025, in conformity with accounting principles generally accepted in the United States of America.
Basis for Opinion
These financial statements are the responsibility of the Plan’s management. Our responsibility is to express an opinion on the Plan’s financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Plan in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Plan is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits, we are required to obtain an understanding of internal control over financial reporting, but not for the purpose of expressing an opinion on the effectiveness of the Plan’s internal control over financial reporting. Accordingly, we express no such opinion.
Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.
Supplemental Information
The supplemental information in the accompanying Form 5500, Schedule H, Part IV, Line 4i - Schedule of Assets (Held at End of Year) as of December 31, 2025 has been subjected to audit procedures performed in conjunction with the audit of the Plan’s financial statements. The supplemental information is the responsibility of the Plan’s management. Our audit procedures included determining whether the supplemental information reconciles to the financial statements or the underlying accounting and other records, as applicable, and performing procedures to test the completeness and accuracy of the information presented in the supplemental information. In forming our opinion on the supplemental information, we evaluated whether the supplemental information, including its form and content, is presented in conformity with the Department of Labor’s Rules and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of 1974. In our opinion, the supplemental information is fairly stated, in all material respects, in relation to the financial statements as a whole.
/s/ Wipfli LLP
We have served as the Plan’s auditor since 2020.
Minneapolis, Minnesota
June 18, 2026
1
Mayville Engineering Company, Inc.
401(k) Plan
Statements of Net Assets Available for Benefits
(in thousands)
December 31, | ||||||
| 2025 | | 2024 | |||
Assets: | | | ||||
Investments at fair value: |
| |
| | ||
Mutual funds | $ | | $ | | ||
Corporate common stock |
| |
| | ||
Net assets available for benefits | $ | | $ | | ||
See Notes to Financial Statements
2
Mayville Engineering Company, Inc.
401(k) Plan
Statement of Changes in Net Assets Available for Benefits
(in thousands)
Year Ended | |||
| December 31, 2025 | ||
Additions: | |||
Investment income: |
| | |
Net appreciation in fair value of investments | $ | | |
Interest and dividends |
| | |
Total investment income |
| | |
Contributions: |
| | |
Participants |
| | |
Company |
| | |
Rollovers |
| | |
Total contributions |
| | |
Total additions | | ||
Deductions: |
| | |
Benefits paid to participants |
| | |
Administrative expenses |
| | |
Total deductions |
| | |
Net increase before transfers |
| | |
Plan transfers (see Note 4) |
| | |
Net increase after transfers |
| | |
Net assets available for benefits: |
| | |
Beginning of year |
| | |
End of year | $ | | |
See Notes to Financial Statements
3
Mayville Engineering Company, Inc.
401(k) Plan
Notes to Financial Statements
December 31, 2025 and 2024
(in thousands, except share amounts)
Note 1. Description of Plan
The following description of the Mayville Engineering Company, Inc. 401(k) Plan (the Plan) provides only general information. Participants should refer to the Plan document for a more complete description of the Plan’s provisions.
General
The Plan is a defined contribution plan covering substantially all employees of Mayville Engineering Company, Inc. (the Company). The Plan is intended to be a qualified retirement plan under the Internal Revenue Code (IRC) and the purpose is to enable eligible employees to save for retirement. The Plan is subject to the provisions of the Employee Retirement Income Security Act of 1974 (ERISA), as amended.
Eligibility
Employees become eligible to participate in the Plan for both employee and employer match contributions on the first entry date after an employee’s hire date. The entry dates of the Plan are January 1, April 1, July 1 and October 1.
Employees are also eligible to receive Company profit sharing contributions after they have completed
Contributions
Each year, participants may contribute up to
All Plan participants are eligible for employer matching contributions equal to
The Company can make a discretionary contribution of Company stock authorized by the Board of Directors. These Company discretionary contributions are usually approved at the end of each calendar year and funded in the subsequent year resulting in a contribution receivable on the Statements of Net Assets Available for Benefits. For a participant to be eligible for the Company discretionary contribution of Company stock, the participant must work
Contributions are subject to certain Internal Revenue Service (IRS) limitations.
Participant Accounts
Each participant’s account is credited with the participant’s contributions, Company’s contributions and Plan earnings. Participant accounts are charged with an allocation of administrative expenses that are paid by the Plan. Allocations are based on participant earnings, account balances or specific participant transactions, as defined. The benefit to which a participant is entitled is the benefit that can be provided from the participant’s vested account balance.
4
Mayville Engineering Company, Inc.
401(k) Plan
Notes to Financial Statements — (Continued)
Vesting
Participants are immediately vested in their contributions and non-elective safe harbor contributions plus actual earnings thereon. Vesting in the Company’s match and discretionary contribution portion of their accounts is based on years of continuous service. Participants are
Notes Receivable from Participants
Participant loans are not permitted by the Plan.
Payment of Benefits
Active participants may elect a hardship distribution as eligible according to the Plan document under certain Plan and IRS conditions. On termination of service due to death, disability, retirement or other reason, a participant will receive a lump sum amount equal to the value of the participant’s vested interest in his or her account on the distribution date for the plan year, following the plan year in which you terminate employment. However, if the value of the vested benefit is less than $
Forfeited Accounts
At December 31, 2025 and 2024, forfeited nonvested accounts totaled $
Administration
The Company is the administrator of the Plan and has appointed Principal Financial Group as recordkeeper, custodian and trustee. The custodian is responsible for investing and safekeeping all of the assets of the Plan.
Note 2. Summary of Significant Accounting Policies
Basis of Accounting
The Plan’s financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (GAAP). Accordingly, the Plan’s financial statements are prepared on the accrual basis of accounting.
Investment Valuation and Income Recognition
Investments are reported at fair value. Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. See Note 5 for further discussion on fair value measurements.
Purchases and sales of securities are recorded on a trade-date basis. Interest income is recorded on the accrual basis. Dividends are recorded on the ex-dividend date. Net appreciation includes the Plan’s gains and losses on investments bought and sold, as well as, held during the year.
Use of Estimates
The preparation of financial statements in conformity with GAAP requires the Plan administrator to make estimates and assumptions that affect the reported amounts of the Plan’s assets and liabilities and changes therein, and disclosure of contingent assets and liabilities. Actual results could differ from those estimates.
5
Mayville Engineering Company, Inc.
401(k) Plan
Notes to Financial Statements — (Continued)
Expenses
Administrative expenses may be paid either by the Plan or by the Company. Expenses paid by the Company are excluded from these financial statements. Certain expenses incurred in connection with the general administration of the Plan that are paid by the Plan are included in administrative expenses. In addition, certain investment related expenses are included in net appreciation in fair value of investments.
Payments of Benefits
Benefits are recorded when paid.
Subsequent Events
Subsequent events have been evaluated through the date the financial statements were available to be issued.
On July 1, 2025, the Company acquired
Note 3. Plan Termination
Although it has not expressed any intent to do so, the Company has the right under the Plan to discontinue its contributions at any time and to terminate the Plan subject to the provisions of ERISA. In the event of Plan termination, participants would become
Note 4. Plan Transfers
Plan transfers for the year ended December 31, 2025 consists of:
| 2025 | ||
ESOP diversification | $ | | |
ESOP Diversification: Plan participants who also participate in the Mayville Engineering Company, Inc. Employee Stock Ownership Plan (ESOP) and meet certain eligibility requirements of the ESOP are allowed to transfer a portion of their account balances from the ESOP to the Plan under the diversification provisions of the ESOP. Participants who have completed at least
In addition to the above, of the $
Note 5. Fair Value Measurements
The framework for measuring fair value provides a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (level 1) and the lowest priority to unobservable inputs (level 3). The three levels of the fair value hierarchy are described as follows:
Level 1 – Inputs to the valuation methodology are unadjusted quoted prices for identical assets or liabilities in active markets that the Plan has the ability to access.
Level 2 – Inputs to the valuation methodology include:
| ● | quoted prices for similar assets or liabilities in active markets; |
6
Mayville Engineering Company, Inc.
401(k) Plan
Notes to Financial Statements — (Continued)
| ● | quoted prices for identical or similar assets or liabilities in inactive markets; |
| ● | inputs other than quoted prices that are observable for the asset or liability; |
| ● | inputs that are derived principally from or corroborated by observable market data by correlation or other means. |
If the asset or liability has a specified (contractual) term, the Level 2 input must be observable for substantially the full term of the asset or liability.
Level 3 – Inputs to the valuation methodology are unobservable and significant to the fair value measurement.
The asset or liability’s fair value measurement level within the fair value hierarchy is based on the lowest level of any input that is significant to the fair value measurement. Valuation techniques used need to maximize the use of relevant observable inputs and minimize the use of unobservable inputs.
The following is a description of the methodologies used for assets measured at fair value. There have been no changes in the methodologies used at December 31, 2025 and 2024.
Mutual Funds – Valued at the daily closing price as reported by the funds. Mutual funds held by the Plan are open-end mutual funds that are registered with the Securities and Exchange Commission. These funds are required to publish their daily net asset value (NAV) and to transact at that price. The mutual funds held by the Plan are deemed to be actively traded.
Company Stock – Valued at the daily closing price as recorded by the New York Stock Exchange.
The following table sets forth by level, within the fair value hierarchy, the Plan’s assets at fair value as of December 31, 2025:
2025 | ||||||||||||
| Level 1 | | Level 2 | | Level 3 | | Total | |||||
Mutual funds | $ | | | $ | — | | $ | — | | $ | | |
Company stock |
| |
| — |
| — |
| | ||||
Total investments at fair value |
| |
| |
| | $ | | ||||
The following table sets forth by level, within the fair value hierarchy, the Plan’s assets at fair value as of December 31, 2024:
2024 | ||||||||||||
Level 1 | Level 2 | Level 3 | Total | |||||||||
Mutual funds | | $ | | | $ | — | | $ | — | | $ | |
Company stock |
| |
| — |
| — |
| | ||||
Total investments at fair value |
| |
| |
| | $ | | ||||
Note 6. Tax Status
The Company adopted a prototype volume submitter profit sharing 401(k) Plan with a cash or deferral arrangement which
Note 7. Party-in-Interest and Related Party Transactions
Fees incurred by the Plan for investment management by Principal Financial Group, or its affiliates, are included in net appreciation in fair value of investments, as they are paid through revenue sharing, rather than a direct payment. Fees paid by the Plan
7
Mayville Engineering Company, Inc.
401(k) Plan
Notes to Financial Statements — (Continued)
for other administrative services amounted to $
The Plan also offers the Mayville Engineering Company (MEC) Stock Fund, which primarily consists of common stock as an investment option. The Company is the sponsoring employer and, therefore, a related party of the Plan. At December 31, 2025 and 2024, the Plan held
Note 8. Risks and Uncertainties
The Plan invests in various investment securities. Investment securities are exposed to various risks such as interest rate, market and credit risks. Due to the level of risk associated with certain investment securities, it is at least reasonably possible that changes in the values of investment securities will occur in the near term and that such changes could materially affect participants’ account balances and the amounts reported in the Statements of Net Assets Available for Benefits.
8
Schedule H, Line 4i – Schedule of Assets (Held at End of Year)
December 31, 2025
(in thousands)
Plan Sponsor: Mayville Engineering Company, Inc.
Plan Sponsor EIN:
Plan Number:
| (b) | (c) | (d) | (e) | ||||||
Identity of Issue, Borrow, | Description of Investment Including Maturity Date, Rate | |||||||||
(a) | | Lessor, or Similar Party | | of Interest, Collateral, Par, or Maturity Value | | Cost | | Current Value | ||
Mutual Funds | | | | |||||||
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| Total Mutual Funds | $ | | |||||||
| Corporate Common Stock | |||||||||
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| Total | $ | | |||||||
* Represents a party-in-interest to the Plan.
** Information not required for participant directed investments
See report of independent registered public accounting firm
9
Exhibit Index
Exhibit Number | | Description |
|
23.1 | |||
101.INS | Inline XBRL Instance Document | ||
101.SCH | Inline XBRL Taxonomy Extension Schema Document | ||
101.CAL | Inline XBRL Taxonomy Extension Calculation Linkbase Document | ||
101.DEF | Inline XBRL Taxonomy Extension Definition Linkbase Document | ||
101.LAB | Inline XBRL Taxonomy Extension Label Linkbase Document | ||
101.PRE | Inline XBRL Taxonomy Extension Presentation Linkbase Document |
10
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the trustees (or other persons who administer the employee benefit plan) have duly caused this annual report to be signed on its behalf by the undersigned hereunto duly authorized.
| Mayville Engineering Company, Inc. 401(k) Plan | ||
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Date: June 18, 2026 |
| By: | /s/ Rachele M. Lehr |
|
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| Rachele M. Lehr |
|
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| Chief Financial Officer |
11
ATTACHMENTS / EXHIBITS
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