Reddy Jagadeesh A 4

What Happened

• Jagadeesh Reddy, President & CEO and a director of Mayville Engineering Company (MEC), exercised/converting derivatives on March 15, 2026 and received a total of 63,960 underlying shares (36,317 + 27,643) reported at $0.00 per share. To satisfy withholding for tax liability, 30,062 of those shares were surrendered/withheld (code F) at $16.67 per share, totaling $501,134. In the same filing he was also granted 74,986 restricted stock units (RSUs) (reported as an award).

Key Details

• Transaction date: March 15, 2026; Form 4 filed March 17, 2026 (timely — within the required 2 business days).
• Exercise/conversion: 36,317 and 27,643 shares (M) at $0.00 per share → total acquired 63,960 shares.
• Tax withholding: 30,062 shares disposed (F) at $16.67 = $501,134 withheld to cover tax liability.
• Net shares retained from exercise: 63,960 − 30,062 = 33,898 shares.
• RSU grant: 74,986 RSUs awarded (A); these are derivative awards subject to vesting (see footnotes).
• Shares owned after the transaction: not specified in the provided report.
• Relevant footnotes:
  • F1: Reflects most recent ESOP and 401(k) balance.
  • F2–F4: RSU vesting schedules — typically vest in thirds on March 15 of successive years (examples: 2025–2027, 2026–2028, 2027–2029).
  • F5: Option vesting schedule noted (50% on Feb 28, 2024; 50% on Feb 28, 2025).

Context

• This appears to be a conversion/exercise of derivative awards with shares withheld to cover the tax obligation (a common cashless/tax-withholding procedure), not an open-market sale for cash. The $501k figure reflects the value of shares withheld for taxes, not a cash sale to a third party.
• The RSU grant is subject to multi-year vesting per the footnotes; awarded RSUs are not immediately freely tradable shares until they vest.