PGTI PGT Inc

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

Filed by the Registrant ☒

Filed by a Party other than the Registrant ☐

Check the appropriate box:

PGT INNOVATIONS, INC.

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

MERGER PROPOSED—YOUR VOTE IS VERY IMPORTANT

Dear PGT Innovations, Inc. Stockholder:

On January 16, 2024, PGT Innovations, Inc. (referred to as “PGTI”), MIWD Holding Company LLC (referred to as “MITER”) and RMR MergeCo, Inc., an indirect wholly owned subsidiary of MITER (referred to as “Merger Sub”), entered into an Agreement and Plan of Merger that provides for the acquisition of PGTI by MITER (such agreement, as it may be amended from time to time, referred to as the “merger agreement”). Pursuant to the terms of the merger agreement, Merger Sub will merge with and into PGTI (referred to as the “merger”), with PGTI surviving the merger as a wholly owned subsidiary of MITER (referred to as the “surviving corporation”). The respective boards of directors of PGTI and MITER have unanimously approved the merger agreement and the merger.

Upon the terms and subject to the conditions of the merger agreement, at the effective time of the merger, you will be entitled to receive, for each share of common stock, par value $0.01 per share, of PGTI (referred to as a “PGTI common stock”) that you own immediately prior to the effective time of the merger, $42.00 in cash without interest (referred to as the “merger consideration”). The merger consideration represents an approximately 60% premium over the unaffected price of PGTI common stock of $26.20 (which was the closing trading price on October 9, 2023, the last trading day prior to the public disclosure of an offer by MITER for the acquisition of PGTI).

The PGTI board of directors has unanimously (i) determined that the merger agreement and the transactions contemplated thereby are fair to and in the best interests of PGTI and PGTI stockholders, (ii) declared it advisable to enter into the merger agreement and consummate the transactions contemplated thereby upon the terms and subject to the conditions set forth therein, (iii) approved the execution and delivery of the merger agreement by PGTI, the performance by PGTI of its covenants and other obligations thereunder and the consummation of the transactions contemplated thereby upon the terms and conditions set forth therein, (iv) resolved to recommend that PGTI stockholders vote to adopt the merger agreement in accordance with the Delaware General Corporation Law and (v) directed that the adoption of the merger agreement be submitted for consideration by PGTI stockholders at a meeting thereof. The PGTI board of directors further approved, adopted and declared advisable the certificate of incorporation amendment described below.

At the special meeting of PGTI stockholders described in the accompanying proxy statement (referred to as the “special meeting”), you will be asked to approve the merger agreement proposal and to vote on other merger-related matters. You will also be asked to vote on a proposal to amend PGTI’s certificate of incorporation to designate PGTI as the agent of PGTI stockholders to pursue damages in the event that specific performance is not sought or granted as a remedy for MITER’s fraud or material and willful breach of the merger agreement (referred to as the “certificate of incorporation amendment proposal”). The PGTI board of directors unanimously recommends that PGTI stockholders vote “FOR” the merger agreement proposal, “FOR” the certificate of incorporation amendment proposal and “FOR” each of the other proposals described in the accompanying proxy statement.

Your vote is very important regardless of the number of shares of PGTI common stock that you own. MITER and PGTI cannot complete the merger without the approval of the merger agreement proposal by PGTI stockholders holding at least a majority of the shares of PGTI common stock outstanding at the

close of business on February 7, 2024, the record date for the special meeting. The failure of any PGTI stockholder to vote will have the same effect as a vote against the approval of the merger agreement proposal and against the certificate of incorporation amendment proposal. Whether or not you plan to participate in the special meeting, PGTI urges you to submit a proxy in advance of the special meeting to have your shares voted by using one of the methods described in the accompanying proxy statement. If your shares are held in the name of a bank, brokerage firm or other nominee, please follow the instructions on the voting instruction card furnished by such bank, brokerage firm or other nominee. You must provide voting instructions by filling out the voting instruction card in order for your shares to be voted.

More information about MITER, PGTI, the special meeting, the merger and the other proposals for consideration at the special meeting is contained in the accompanying proxy statement. Please carefully read the entire proxy statement and the annexes and documents included in, or incorporated by reference into, the proxy statement.

If you have any questions or need assistance voting your shares of PGTI common stock, please contact MacKenzie Partners, Inc., our proxy solicitor (referred to as “MacKenzie Partners”), by calling toll-free at (800) 322-2885.

On behalf of the PGTI board of directors, thank you for your continued support.

Sincerely,

Rodney Hershberger

Chairman of the Board

NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES COMMISSION HAS APPROVED OR DISAPPROVED THE MERGER, PASSED UPON THE MERITS OF THE MERGER AGREEMENT, THE MERGER OR THE OTHER TRANSACTIONS CONTEMPLATED BY THE MERGER AGREEMENT OR DETERMINED IF THE ACCOMPANYING PROXY STATEMENT IS ACCURATE OR COMPLETE. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

The accompanying proxy statement is dated February 14, 2024 and is first being mailed to PGTI stockholders on or about February 16, 2024.

PGT Innovations, Inc.

1070 Technology Drive

North Venice, FL 34275

NOTICE OF SPECIAL MEETING OF STOCKHOLDERS TO BE HELD ON MARCH 18, 2024

Dear PGT Innovations, Inc. Stockholder:

This is a notice that the special meeting of stockholders of PGT Innovations, Inc. (referred to as “PGTI”) will be held on March 18, 2024, beginning at 10:30 a.m., Eastern Time (such meeting is referred to as the “special meeting”). The special meeting will be a completely virtual, live audio webcast meeting of stockholders and will be held for the following purposes:

The proxy statement of which this notice is a part (a) incorporates important business and financial information about PGTI, MITER and Merger Sub from other documents that PGTI has filed with the U.S. Securities and Exchange Commission (referred to as the “SEC”) and that are contained in or incorporated by reference into this proxy statement and (b) provides a detailed description of the merger and the merger agreement and the other matters to be considered at the special meeting, including the proposals listed above. Please refer to the accompanying proxy statement, including the merger agreement and the other annexes and documents included in, or incorporated by reference into, the accompanying proxy statement for further information with respect to the business to be transacted at the special meeting. You are encouraged to read the entire proxy statement carefully before voting. The PGTI board of directors has unanimously (i) determined that the merger agreement and the transactions contemplated thereby are fair to and in the best interests of PGTI and PGTI stockholders, (ii) declared it advisable to enter into the merger agreement and consummate the transactions contemplated thereby upon the terms and subject to the conditions set forth therein, (iii) approved the execution and delivery of the merger agreement by PGTI, the performance by PGTI of its covenants and other obligations thereunder and the consummation of the transactions contemplated thereby upon the terms and conditions set forth therein, (iv) resolved to recommend that PGTI stockholders adopt the merger agreement in accordance with the Delaware General Corporation

Law and (v) directed that the adoption of the merger agreement be submitted for consideration by PGTI stockholders at a meeting thereof. The PGTI board of directors further approved, adopted and declared advisable the certificate of incorporation amendment.

The PGTI board of directors unanimously recommends that PGTI stockholders vote “FOR” the merger agreement proposal, “FOR” the merger-related compensation proposal, “FOR” the certificate of incorporation amendment proposal and “FOR” the adjournment proposal.

The PGTI board of directors has fixed the close of business on February 7, 2024, as the record date for determination of PGTI stockholders entitled to receive notice of, and to vote at, the special meeting or any adjournments or postponements thereof (referred to as the “record date”). Only holders of record of PGTI common stock as of the close of business on the record date are entitled to receive notice of, and to vote at, the special meeting.

Under Delaware law, holders of PGTI common stock who do not vote in favor of the merger agreement proposal will have the right to seek appraisal and obtain payment in cash for the fair value of their shares of PGTI common stock, as determined by the Court of Chancery of the State of Delaware if the merger is completed, but only if they strictly comply with the procedures prescribed by Delaware law. These procedures are summarized in “Appraisal Rights of PGTI Stockholders” beginning on page 94 of the accompanying proxy statement. In addition, the text of the applicable provisions of Delaware law is attached as Annex D to the accompanying proxy statement.

YOUR VOTE IS VERY IMPORTANT, REGARDLESS OF THE NUMBER OF SHARES THAT YOU OWN.

The merger cannot be completed unless the merger agreement proposal is approved by the affirmative vote, virtually or by proxy, of holders of at least a majority of the outstanding shares of PGTI common stock entitled to vote thereon.

The affirmative vote, virtually or by proxy, of holders of at least a majority of the outstanding shares of PGTI common stock entitled to vote thereon is required to approve the certificate of incorporation amendment proposal.

If you fail to (1) return your proxy card, (2) grant your proxy electronically over the internet or by telephone or (3) attend the special meeting in person (virtually), your shares will not be counted for purposes of determining whether a quorum is present at the special meeting. If a quorum is present, your shares will have the same effect as a vote “AGAINST” the proposal to adopt the merger agreement and the certificate of incorporation amendment, but will have no effect on the other proposals.

Whether or not you expect to participate in the special meeting, PGTI urges you to submit a proxy to have your shares voted as promptly as possible either: (1) via the internet at www.proxyvote.com (see proxy card for instructions); (2) by telephone (see proxy card for instructions); or (3) by completing, signing and returning the enclosed proxy card in the postage-paid envelope provided, so that your shares may be represented and voted at the special meeting. If your shares are held in “street name” by a bank, brokerage firm or other nominee, please follow the instructions on the voting instruction card furnished by such bank, brokerage firm or other nominee. Any stockholder of record participating in the special meeting may vote even if such stockholder has returned a proxy card. However, if your shares are held in “street name” you must obtain a “legal proxy” from the bank, brokerage firm or other nominee to vote at the special meeting.

PGTI stockholders of record as of February 7, 2024 will be able to participate in the special meeting by visiting www.virtualshareholdermeeting.com/PGTI2024SM and entering the 16-digit control number included on your proxy card or voting instruction card that accompanied your proxy materials. If you would like to view the special meeting materials via the internet, please visit www.proxydocs.com/PGTI.

If you have any questions about the special meeting, the merger, the proposals or the accompanying proxy statement, would like additional copies of this proxy statement, need to obtain proxy cards or other information related to this proxy solicitation or need help submitting a proxy or voting your shares of PGTI common stock, you should contact:

PGT Innovations, Inc.

Attention: General Counsel and Corporate Secretary

1070 Technology Drive

North Venice, Florida 34275

(941) 480-1600

or

MacKenzie Partners, Inc.

1407 Broadway, 27th Floor

New York, New York 10018

Call Toll Free: (800) 322-2885

Email: proxy@mackenziepartners.com

By order of the PGTI board of directors,

Ryan Quinn

General Counsel and Corporate Secretary

Dated: February 14, 2024

North Venice, Florida

PGT Innovations, Inc.

1070 Technology Drive, North Venice, Florida 34275

PGT INNOVATIONS, INC.

PROXY STATEMENT

SPECIAL MEETING OF STOCKHOLDERS

TABLE OF CONTENTS

SUMMARY

The following summary highlights selected information described in more detail elsewhere in this proxy statement and the documents incorporated by reference into this proxy statement and may not contain all the information that may be important to you. To understand the merger and the matters being voted on by PGTI stockholders at the special meeting more fully, and to obtain a more complete description of the legal terms of the merger agreement, you should carefully read this entire proxy statement, including the annexes, and the documents to which we refer you. Each item in this summary includes a page reference directing you to a more complete description of that topic. See the section titled “Where You Can Find More Information.”

All references to “PGTI,” “we,” “us” or “our” in this proxy statement refer to PGT Innovations, Inc., a Delaware corporation, including in some cases, its subsidiaries; all references to “MITER” refer to MIWD Holding Company LLC, a Delaware limited liability company; all references to “Merger Sub” refer to RMR MergeCo, Inc., Inc., a Delaware corporation and an indirect wholly owned subsidiary of MITER incorporated for the sole purpose of consummating the merger; all references to “PGTI common stock” refer to the common stock of PGTI, $0.01 par value; all references to the “PGTI board of directors” refer to the board of directors of PGTI; all references to the “merger” refer to the merger of Merger Sub with and into PGTI with PGTI surviving as a wholly owned subsidiary of MITER; and, unless otherwise indicated or as the context requires, all references to the “merger agreement” refer to the Agreement and Plan of Merger, dated as of January 16, 2024, as may be amended from time to time, among PGTI, MITER and Merger Sub. PGTI, following the completion of the merger, is sometimes referred to in this proxy statement as the “surviving corporation.”

1

THE COMPANIES

PGT Innovations, Inc.

PGT Innovations, Inc. is a manufacturer of impact-resistant aluminum and vinyl-framed windows and doors and offers a broad range of fully customizable window and door products. PGTI sells its products to customers in Florida, other parts of the United States, the Caribbean, Canada, and South and Central America. PGTI was incorporated in the state of Delaware on December 16, 2003, as JLL Window Holdings, Inc., and was renamed PGT, Inc. on February 15, 2006 and PGT Innovations, Inc. on December 14, 2016. PGTI common stock trades on the New York Stock Exchange under the symbol “PGTI.” The principal executive offices of PGTI are located at 1070 Technology Drive, North Venice, Florida 34275, and its telephone number is (941) 480-1600.

MIWD Holding Company LLC

MIWD Holding Company LLC is a Delaware limited liability company. MITER and Merger Sub are each affiliated with MITER Brands. MITER Brands is a residential window and door manufacturer that produces a portfolio of window and door brands for the new construction and replacement segments with an owner-operated, family-first approach.

MITER’s principal executive office is located at 2550 Interstate Drive, Suite 400, Harrisburg, PA 17110. MITER’s telephone number is (717) 365-3300. MITER’s internet website address is www.miterbrands.com. The information provided on MITER’s website is not part of this proxy statement and is not incorporated in this proxy statement by reference by this or any other reference to its website provided in this proxy statement.

RMR MergeCo, Inc.

RMR MergeCo, Inc., a Delaware corporation, is an indirect wholly owned subsidiary of MITER. Merger Sub was incorporated by MITER solely in contemplation of the transactions contemplated by the merger agreement, has not conducted any business and has no assets, liabilities or obligations of any nature other than as set forth in the merger agreement. The principal executive offices of Merger Sub are located at c/o MIWD Holding Company LLC, 2550 Interstate Drive, Suite 400, Harrisburg, PA 17110, and its telephone number is (717) 365-3300.

2

THE MERGER AND MERGER AGREEMENT

A copy of the merger agreement is attached as Annex A to this proxy statement. PGTI encourages you to read the entire merger agreement carefully because it is the principal document governing the merger. For more information on the merger agreement, see the section titled “The Merger Agreement” beginning on page 68 of this proxy statement.

Effects of the Merger (see page 32)

Upon the terms and subject to the conditions set forth in the merger agreement and in accordance with Delaware law, Merger Sub will merge with and into PGTI, with PGTI surviving the merger and becoming an indirect wholly owned subsidiary of MITER.

The following diagrams illustrate in simplified terms the merger and the effect of the merger on the organizational structures of MITER and PGTI.

The following diagram illustrates in simplified terms the organizational structure of MITER and PGTI prior to the merger:

The following diagram illustrates in simplified terms the merger:

3

The following diagram illustrates in simplified terms the organizational structure of MITER and PGTI after the merger:

Merger Consideration (see page 33)

At the effective time, each share of PGTI common stock issued and outstanding immediately prior to the effective time (other than (x) shares held by PGTI as treasury stock or held by MITER, PGTI, Merger Sub or any of their respective subsidiaries and (y) shares of PGTI common stock with respect to which appraisal rights are properly demanded and not withdrawn or lost under the General Corporation Law of the State of Delaware) will be entitled to receive: $42.00 in cash, without interest (referred to as the “merger consideration”).

For additional information on the consideration PGTI stockholders will receive in connection with the merger, see the section titled “The Merger Agreement—Effect of the Merger on PGTI Common Stock.”

Treatment of PGTI Equity Awards (see page 61)

Effective as of immediately prior to the effective time, the restrictions on each PGTI restricted share that is granted under the PGTI equity plan prior to the date of the merger agreement and then outstanding will lapse, and each such PGTI restricted share will be canceled and converted into the right to receive the merger consideration. For purposes of each such award of PGTI restricted shares subject to performance conditions (each such share referred to as a “PGTI performance share”), the restrictions on such PGTI performance share will lapse with respect to a number of shares of PGTI common stock calculated pursuant to the following assumptions and otherwise in accordance with the PGTI equity plan and the applicable award agreement governing such PGTI performance share: (a) with respect to any applicable EBITDA performance measure, actual performance for PGTI performance shares granted in 2021, 2022 and 2023; and (b) with respect to any applicable relative shareholder return modifier, (i) actual performance for any performance period that is completed prior to the effective time, and (ii) assuming maximum performance for any performance period that is not completed prior to the effective time.

Notwithstanding anything to the contrary in the foregoing paragraph, effective as of immediately prior to the effective time, each PGTI restricted share granted after the date of the merger agreement and then outstanding (each such share referred to as a “PGTI interim restricted share”) will be converted into an award to receive,

4

upon vesting in accordance with the original vesting terms and conditions, an amount in cash equal to the merger consideration plus interest accrued on the basis of prime rate as published in The Wall Street Journal in effect at the effective time, compounded quarterly, calculated on the basis of actual days elapsed (including the closing date of the merger and each applicable vesting date).

Effective as of immediately prior to the effective time, each restricted stock unit under a PGTI equity plan (each such unit referred to as a “PGTI RSU”) that is outstanding immediately prior to the effective time will be canceled and converted into the right to receive an amount equal to: (a) the merger consideration plus (b) any accrued but unpaid dividends or dividend equivalents in respect of such PGTI RSU as of the effective time.

For additional information on the treatment of PGTI equity awards in connection with the merger, see the section titled “The Merger Agreement—Treatment of PGTI Equity Awards.”

PGTI’s Reasons for the Merger; Recommendation of the PGTI’s Board of Directors (see page 47)

At its January 16, 2024 meeting held to evaluate the merger, the PGTI board of directors unanimously (i) determined that the merger agreement and the transactions contemplated thereby are fair to and in the best interests of PGTI and PGTI stockholders, (ii) declared it advisable to enter into the merger agreement and consummate the transactions contemplated thereby upon the terms and subject to the conditions set forth therein, (iii) approved the execution and delivery of the merger agreement by PGTI, the performance by PGTI of its covenants and other obligations thereunder, and the consummation of the transactions contemplated thereby upon the terms and conditions set forth therein, (iv) resolved to recommend that PGTI stockholders adopt the merger agreement in accordance with the Delaware General Corporation Law (referred to as the “DGCL”) and (v) directed that the adoption of the merger agreement be submitted for consideration by PGTI stockholders at a meeting thereof. Additionally, the PGTI board of directors approved, adopted and declared advisable the certificate of incorporation amendment.

The PGTI board of directors unanimously recommends that PGTI stockholders vote “FOR” the merger agreement proposal, “FOR” the merger-related compensation proposal, “FOR” the certificate of incorporation amendment proposal and “FOR” the adjournment proposal.

In evaluating the merger and the merger agreement and arriving at its determination, the PGTI board of directors consulted with PGTI’s senior management, PGTI’s financial advisor, Evercore Group L.L.C. (referred to as “Evercore”), and PGTI’s outside legal counsel, Davis Polk & Wardwell LLP (referred to as “Davis Polk”), and considered a number of substantive factors, both positive and negative, and potential benefits and detriments of the merger to PGTI and PGTI stockholders, as described in more detail in the section titled “The Merger (Proposal 1)—PGTI’s Reasons for the Merger; Recommendation of the PGTI Board of Directors.”

Opinion of PGTI’s Financial Advisor (see page 51)

PGTI retained Evercore to act as its financial advisor in connection with the PGTI board of directors’ evaluation of strategic and financial alternatives, including the merger. As part of this engagement, PGTI requested that Evercore evaluate the fairness, from a financial point of view, of the merger consideration to be received by the holders of PGTI common stock. At a meeting of the PGTI board of directors held on January 16, 2024, Evercore rendered to the PGTI board of directors its opinion to the effect that, as of that date and based upon and subject to the assumptions, limitations, qualifications and conditions described in Evercore’s opinion, the merger consideration of $42.00 in cash per share to be received by the holders of PGTI common stock in the merger was fair, from a financial point of view, to such holders (other than MITER or any subsidiary of MITER or PGTI or any subsidiary of PGTI, or holders of dissenting shares).

5

The full text of the written opinion of Evercore, dated as of January 16, 2024, which sets forth, among other things, the procedures followed, assumptions made, matters considered and qualifications and limitations on the scope of review undertaken in rendering its opinion, is attached as Annex C to this proxy statement and is incorporated herein by reference. PGTI encourages you to read this opinion carefully and in its entirety. Evercore’s opinion was addressed to, and provided for the information and benefit of, the PGTI board of directors (in its capacity as such) in connection with its evaluation of the proposed merger. The opinion does not constitute a recommendation to the PGTI board of directors or to any other persons

in respect of the merger, including as to how any holder of shares of PGTI common stock should vote or act in respect of the merger. Evercore’s opinion does not address the relative merits of the merger as compared to other business or financial strategies that might be available to PGTI, nor does it address the underlying business decision of PGTI to engage in the merger.

For additional information, see the section titled “The Merger (Proposal 1)—Opinion of PGTI’s Financial Advisor.”

Financing of the Merger (see pages 66 and 85)

MITER intends to fund the cash portion of the merger consideration with proceeds from new debt and equity financing together with cash on hand. Concurrently with the entry into the merger agreement, MITER entered into (i) a debt commitment letter (referred to as the “debt commitment letter”), pursuant to which certain financial institutions (referred to as the “lenders”) have committed to provide to MITER up to (a) $1,800,000,000 aggregate principal amount under a senior secured term loan facility and (b) $325,000,000 aggregate principal amount under a senior secured asset-based revolving credit facility and (ii) an equity commitment letter (referred to as the “equity commitment letter” and, the equity commitment letter and the debt commitment letter together referred to as the “commitment letters”), pursuant to which Koch Equity Development LLC (referred to as “Koch”) has committed to purchase up to $979,000,000 of equity interests in MITER. The obligations of the lenders to provide debt financing under the debt commitment letter and Koch to provide equity financing under the equity commitment letter are subject to certain customary conditions, including (a) the execution and delivery of definitive documentation with respect to such financing in accordance with such commitment letter and (b) the consummation of the merger in all material respects in accordance with the terms and conditions of the merger agreement. The receipt of financing by MITER is not a condition to MITER’s obligations to complete the merger. For more information about the financing of the merger, see the sections titled “The Merger (Proposal 1)—Financing of the Merger” and “The Merger Agreement—Financing of the Merger.”

Material U.S. Federal Income Tax Consequences of the Merger (see page 104)

The receipt of cash in exchange for PGTI common stock pursuant to the merger generally will be a taxable transaction for U.S. federal income tax purposes. U.S. Holders (as defined below under “Material U.S. Federal Income Tax Consequences of the Merger—U.S. Holders”) generally will recognize gain or loss for U.S. federal income tax purposes in an amount equal to the difference, if any between (a) the amount of cash received and (b) the U.S. Holder’s adjusted tax basis in the PGTI common stock surrendered in exchange.

Except in certain specific circumstances described below and under “Material U.S. Federal Income Tax Consequences of the Merger—Non-U.S. Holders,” Non-U.S. Holders (as defined below under “Material U.S. Federal Income Tax Consequences of the Merger—U.S. Holders”) generally will not be subject to U.S. federal income tax unless such Non-U.S. Holder has certain connections with the United States.

The U.S. federal income tax consequences described above may not apply to all holders of PGTI common stock. You should read the section titled “Material U.S. Federal Income Tax Consequences of the Merger” for a more complete discussion of the U.S. federal income tax consequences of the merger. Tax matters can be complicated and the tax consequences of the merger to you will depend on your particular tax situation. You should consult your tax advisor to determine the applicable U.S. federal, state, local and non-U.S. tax consequences of the merger to you.

6

Regulatory Clearances and Approvals Required for the Merger (see pages 67 and 86)

The merger is subject to the requirements of the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (referred to as the “HSR Act”), which prevents PGTI and MITER from completing the merger until required information and materials are furnished to the Antitrust Division of the Department of Justice (referred to as the “DOJ”) and the Federal Trade Commission (referred to as the “FTC”) and the HSR Act waiting period is terminated or expires. A transaction notifiable under the HSR Act may not be completed until the expiration of a 30-calendar-day waiting period following the parties’ filings of their respective HSR Act notification forms or the early termination of that waiting period. The parties may also choose to voluntarily re-start the initial 30-calendar-day waiting period by following certain prescribed procedures. After the expiration of the initial waiting period (or the re-started initial waiting period), the Antitrust Division of the DOJ or the FTC may issue a Request for Additional Information and Documentary Material (referred to as a “second request”). If a second request is issued, the parties may not complete the merger until they substantially comply with the second request and observe a second 30-calendar-day waiting period, unless the waiting period is terminated earlier, or the parties commit not to close for some additional period of time. PGTI and MITER submitted the requisite notification and report forms under the HSR Act on January 23, 2024, and the waiting period will expire on February 22, 2024 at 11:59 p.m., Eastern Time, unless it is extended by request for additional information or terminated earlier or if PGTI and MITER pull and refile or commit not to close for some additional period of time.

For more information about regulatory clearance relating to the merger, see the sections titled “The Merger (Proposal 1)—Regulatory Clearances and Approvals Required for the Merger” and “The Merger Agreement—Conditions to the Merger.”

Although the parties expect that the required regulatory clearance will be obtained, the parties cannot assure you that regulatory clearance will be timely obtained or obtained at all or that the granting of regulatory clearance will not involve the imposition of additional conditions on the completion of the merger, including the requirement to divest assets, create or modify contractual rights or obligations or enter into supply or services agreements. Any such additional conditions could result in the conditions to the merger not being satisfied.

Expected Timing of the Merger (see pages 67, 81 and 86)

MITER and PGTI are working to complete the merger as soon as practicable and currently expect the merger to be completed in the middle of 2024, subject to the satisfaction or waiver of customary closing conditions, including the adoption of the merger agreement by the affirmative vote of at least a majority of the outstanding shares of PGTI common stock and the expiration or termination of the waiting period under the HSR Act. Neither MITER nor PGTI can predict the actual date on which the merger will be completed because completion is subject to certain closing conditions beyond each party’s control, and it is possible that such conditions could result in the merger being completed earlier or later or not being completed at all. See the sections titled “The Merger Agreement—Efforts to Obtain Regulatory Clearances” and “The Merger Agreement—Conditions to the Merger.” Also, see the section titled “The Merger (Proposal 1)—Regulatory Clearances and Approvals Required for the Merger.”

Conditions to the Merger (see page 86)

In addition to the approval of the adoption of the merger agreement in accordance with the DGCL, and the expiration or termination of the waiting period applicable to the consummation of the merger under the HSR Act, each party’s obligation to complete the merger is also subject to the satisfaction or waiver (to the extent permitted under applicable law) of certain other customary conditions, including the following: the absence of any order issued by any court of competent jurisdiction or other governmental authority or applicable law prohibiting, rendering illegal or permanently enjoining the consummation of the merger; the accuracy of the other party’s representations and warranties in the merger agreement (subject to the materiality standards set forth in the merger agreement); compliance by the other party in all material respects with its covenants, obligations and

7

agreements required to be performed or complied with by it under the merger agreement prior to the closing of the merger; and delivery of officer certificates by the other party certifying satisfaction of certain of the conditions described above. The obligation of MITER to consummate the merger is also subject to there not having occurred since the date of the merger agreement an event that had or would reasonably be expected to have, individually or in the aggregate, a material adverse effect on PGTI that is continuing. Consummation of the merger is not subject to any financing condition.

See “The Merger Agreement—Conditions to the Merger.”

No Solicitation of Other Offers by PGTI (see page 78)

As more fully described in this proxy statement and in the merger agreement, and subject to certain exceptions, PGTI has agreed not to solicit alternative acquisition proposals, engage in discussions with third parties regarding alternative acquisition proposals or change its recommendation in favor of the merger to its stockholders.

In the event PGTI receives an unsolicited bona fide offer, inquiry, proposal or indication of interest from a third party with respect to an acquisition proposal that did not result from a material breach of PGTI’s non-solicitation obligations prior to obtaining its stockholders’ approval for the merger agreement proposal and the PGTI board of directors determines in good faith that such acquisition proposal constitutes, or would reasonably be expected to lead to, a superior proposal, PGTI may provide information to, and engage in discussions and negotiations with, the person making the acquisition proposal, subject to complying with notice requirements and other specified conditions. For more information on what constitutes a superior proposal, see the section titled “The Merger Agreement—No Solicitation of Other Offers by PGTI.”

Prior to obtaining approval for the merger agreement proposal from PGTI stockholders, the PGTI board of directors has the right, in connection with (a) the receipt of a superior proposal or (b) an intervening event to change its recommendation in favor of the merger or, in the case of a superior proposal, to terminate the merger agreement, in each case, subject to complying with notice requirements and other specified conditions (including giving MITER the opportunity to propose changes to the merger agreement in response to such superior proposal or intervening event, as applicable), if the PGTI board of directors determines in good faith that the failure to take such action would be inconsistent with its fiduciary duties under applicable law. For more information on what constitutes an intervening event, see the section titled “The Merger Agreement—Change of Recommendation; Match Rights.”

Change of Recommendation; Match Rights (see page 80)

Under the merger agreement, under certain circumstances and subject to certain requirements, including as described in this section, the PGTI board of directors is entitled to make an adverse recommendation change prior to receipt of stockholder approval of the merger agreement, if the PGTI board of directors determines in good faith, after consultation with its outside legal counsel and financial advisor, that an acquisition proposal constitutes a superior proposal, or in response to an intervening event, if the PGTI board of directors determines, after consultation with its outside legal counsel and financial advisor, that the failure to take such action would be reasonably likely to be inconsistent with its fiduciary duties under applicable law; provided that:

8

In the event that the PGTI board of directors is permitted to change its recommendation with respect to the merger agreement following the receipt of an acquisition proposal that it determines to be a superior proposal, PGTI may also terminate the merger agreement to enter into a definitive written agreement for such superior proposal if, concurrently with such termination, PGTI pays to MITER the fee required to be paid to MITER as described in the section titled “The Merger Agreement—Termination Fees and Expenses.”

Termination of the Merger Agreement (see page 87)

Among other customary circumstances, MITER or PGTI may terminate the merger agreement if:

9

PGTI may terminate the merger agreement in other circumstances, including to enter into a definitive agreement with respect to a superior proposal, if MITER fails to consummate the merger by the end date when it is otherwise required to do so or in response to certain breaches of the merger agreement by MITER or Merger Sub, subject to a cure period. MITER may also terminate the merger agreement in other circumstances, including in response to an adverse recommendation change by the PGTI board of directors, a failure to obtain the approval by PGTI stockholders to adopt the merger agreement proposal by the end date or at the special meeting or certain breaches of the merger agreement by PGTI, subject to a cure period.

See “The Merger Agreement—Termination of the Merger Agreement.”

Termination Fees and Expenses (see page 89)

PGTI must pay MITER a termination fee of $86,000,000 if the merger agreement is terminated in certain circumstances, including as a result of PGTI entering into a definitive agreement with respect to a superior proposal, an adverse recommendation change, failure to obtain approval by PGTI stockholders of the merger agreement proposal by the end date or at the special meeting or certain breaches of the merger agreement by PGTI, subject to a cure period.

MITER must pay PGTI a termination fee of $184,000,000 (referred to as the “MITER termination fee”) if the merger agreement is terminated in certain circumstances, including as a result of MITER’s failure to consummate the merger by the end date when its conditions to closing have been satisfied or waived (or, in the case of conditions that by their nature are to be satisfied by actions taken at the closing of the merger, are then capable of being satisfied if the closing of the merger were to occur on such date) or certain breaches of the merger agreement by MITER or Merger Sub, subject to a cure period. In addition, MITER must pay PGTI a regulatory termination fee of $221,000,000 (referred to as the “MITER regulatory termination fee”) under certain circumstances if the merger agreement is terminated in connection with a failure to obtain required regulatory approvals. If the merger agreement is terminated in circumstances where both the MITER termination fee and the MITER regulatory termination fee would be payable, then only the MITER regulatory termination fee will be payable. All other expenses relating to the merger will generally be paid by the party incurring the expense, except MITER will pay all fees, costs and expenses incurred in connection with the regulatory undertaking obligations of the parties. In no event will either PGTI or MITER be obligated to pay either the termination fee or the MITER regulatory termination fee on more than one occasion.

See “The Merger Agreement—Termination Fees and Expenses.”

Masonite Termination Fee (see page 90)

Concurrently with the execution of the merger agreement, (a) PGTI was obligated to terminate the Masonite merger agreement (as defined below) and (b) MITER was obligated to pay or cause to be paid to the PGTI (or, at the direction of PGTI, to Masonite International Corporation (referred to as “Masonite”) on behalf of PGTI) the termination fee due to Masonite under the Masonite merger agreement. The parties timely fulfilled such obligations.

See “The Merger Agreement—Masonite Termination Fee.”

Remedies; Maximum Liability (see page 91)

The merger agreement provides that, except in the case of fraud or any material and willful breach of the merger agreement, upon the valid termination of the merger agreement under circumstances where a termination fee is payable by PGTI, MITER’s right to receive payment of such termination fee will be the sole and exclusive remedy of MITER and Merger Sub in connection with the merger agreement and the transactions contemplated thereby, and upon payment in full of such amount, neither MITER nor Merger Sub will seek to obtain any

10

recovery, judgment, or damages of any kind against PGTI or any of PGTI’s subsidiaries or any of their respective directors, officers, employees, partners, managers, members, stockholders, affiliates or representatives in connection with the merger agreement or the transactions contemplated thereby, including any breach of the merger agreement.

In addition, the merger agreement provides that, except in the case of fraud or any material and willful breach of the merger agreement, upon the valid termination of the merger agreement under circumstances where the MITER termination fee or the MITER regulatory termination fee, as applicable, is payable by MITER, PGTI’s right to receive payment of the MITER termination fee or the MITER regulatory termination fee, as applicable, will be the sole and exclusive remedy of PGTI in connection with the merger agreement and the transactions contemplated thereby, and upon payment in full of such amount, PGTI will not seek to obtain any recovery, judgment, or damages of any kind against MITER or any of MITER’s subsidiaries or any of their respective directors, officers, employees, partners, managers, members, stockholders, affiliates or representatives or any of MITER’s financing sources or certain related parties of such financing sources in connection with the merger agreement or the transactions contemplated thereby, including any breach of the merger agreement.

See “The Merger Agreement—Remedies; Maximum Liability.”

Specific Performance (see page 92)

The merger agreement provides that the parties will be entitled to an injunction or injunctions or any other appropriate form of equitable relief, to prevent or restrain breaches or threatened breaches of the merger agreement, the debt commitment letter and/or the equity commitment letter, or to enforce specifically the performance of the terms and provisions thereof, in addition to any other remedy to which they are entitled at law or in equity.

See “The Merger Agreement—Specific Performance.”

Appraisal Rights of PGTI Stockholders (see pages 70 and 94)

PGTI stockholders who do not vote in favor of approval of the merger agreement proposal, who continuously hold their shares of PGTI common stock and who otherwise comply precisely with the applicable provisions of Section 262 of the DGCL will be entitled to seek appraisal of the fair value of their shares of PGTI common stock, as determined by the Delaware Court of Chancery, if the merger is completed, in lieu of receiving the merger consideration in respect of such shares. The “fair value” of your shares of PGTI common stock as determined by the Delaware Court of Chancery could be greater than, the same as, or less than the value of the merger consideration that you would otherwise be entitled to receive under the terms of the merger agreement. PGTI stockholders who wish to exercise the right to seek an appraisal of their shares must so advise PGTI by submitting a written demand for appraisal in the form described in this proxy statement prior to the vote to approve the merger agreement proposal, and must otherwise follow the procedures prescribed by Section 262 of the DGCL. A person having a beneficial interest in shares of PGTI common stock held of record in the name of another person, such as a nominee or intermediary, must act promptly to cause the record holder to follow the steps summarized in this proxy statement and in a timely manner to perfect appraisal rights.

The text of Section 262 of the DGCL is attached as Annex D to this proxy statement. You are encouraged to read these provisions carefully and in their entirety. Due to the complexity of the procedures for exercising appraisal rights, PGTI stockholders who are considering exercising such rights are encouraged to seek the advice of legal counsel and their financial advisors. Failure to strictly comply with these provisions may result in the loss of appraisal rights.

See “The Merger Agreement—Effect of the Merger on PGTI Common Stock—Shares of Dissenting Stockholders” and “Appraisal Rights of PGTI Stockholders.”

11

PGTI Special Meeting (see page 28)

Purposes of the Special Meeting

At the special meeting, PGTI stockholders will be asked to vote upon the following proposals:

Record Date

The record date for the determination of stockholders entitled to notice of and to vote at the special meeting is February 7, 2024. Only PGTI stockholders who held shares of record as of the close of business on the record date are entitled to receive notice of and vote at the special meeting and any adjournment or postponement of the special meeting, and only as long as such shares remain outstanding on the date of the special meeting. PGTI’s official stock ownership records will conclusively determine whether a stockholder is a “holder of record” as of the record date.

Required Vote

See “The Special Meeting—Required Vote; Treatment of Abstentions and Failure to Vote.”

Interests of PGTI’s Directors and Executive Officers in the Merger (see page 60)

PGTI’s directors and executive officers have interests in the merger that may be different from, or in addition to, those of PGTI stockholders generally. These interests include, among others, potential severance payments and benefits under the applicable employment agreements and equity award agreements and rights to ongoing indemnification and insurance coverage. The PGTI board of directors was aware of and considered these interests, among other matters, in evaluating and negotiating the merger agreement and the merger, in approving the merger agreement, and in recommending the approval of the merger agreement by the PGTI stockholders. See the section titled “The Merger (Proposal 1)—Interests of PGTI’s Directors and Executive Officers in the Merger.”

12

Directors’ and Officers’ Indemnification and Insurance (see pages 64 and 84)

Under the merger agreement, for a period of six years after the effective time, MITER must cause the surviving corporation to indemnify and hold harmless to the fullest extent permitted by applicable law and the organizational documents of PGTI or its subsidiaries, the present and former directors and officers of PGTI and its subsidiaries and their respective successors and heirs against any losses, damages, liabilities, costs, expenses (including attorneys’ fees), judgments, fines, penalties and amounts paid in settlement (including all interest, assessments and other charges paid or payable in connection with or in respect of any thereof) in respect of the persons having served in such capacity prior to the effective time.

In addition, for a period of six years following the effective time, MITER is required to maintain in effect provisions in the organizational documents of the surviving corporation and its subsidiaries regarding elimination of liability of directors, indemnification of directors, officers, employees, fiduciaries and agents and advancement of fees, costs and expenses that are no less advantageous to the intended beneficiaries than the corresponding provisions that were in existence as of the date of the merger agreement.

At or prior to the effective time, PGTI will (or if PGTI is unable to, MITER will cause the surviving corporation to) purchase a directors’ and officers’ liability insurance and fiduciary liability insurance “tail” insurance policy for a period of six years after the effective time with respect to matters arising at or prior to the effective time with terms, conditions, retentions and limits of liability that are no less favorable than the coverage provided under PGTI’s existing policies as of the date of the merger agreement, with a one-time cost not in excess of 350% of the last aggregate annual premium paid by PGTI for its directors’ and officers’ liability insurance and fiduciary liability insurance prior to the date of the merger agreement, and if the cost of such “tail” insurance policy would otherwise exceed such amount, the surviving corporation must purchase a policy with the greatest coverage available for a cost not exceeding such amount.

See “The Merger (Proposal 1)—Interests of PGTI’s Directors and Executive Officers in the Merger—Indemnification and Insurance” and “The Merger Agreement—Directors’ and Officers’ Indemnification and Insurance.”

Market Prices of PGTI Common Stock (see page 93)

The merger consideration of $42.00 per share represents a premium of approximately 60% over PGTI’s unaffected share price (which was the closing price on October 9, 2023, the last trading day prior to the public disclosure of the third MITER offer (as defined below)). The closing price of PGTI common stock on the New York Stock Exchange (referred to as the “NYSE”) on February 12, 2024, the most recent practicable date prior to the date of this proxy statement, was $41.32 per share. You are encouraged to obtain current market prices of PGTI common stock in connection with voting your shares of PGTI common stock.

13

QUESTIONS AND ANSWERS

The following are some questions that you, as a PGTI stockholder, may have regarding the merger and the special meeting and the answers to those questions. PGTI urges you to carefully read the remainder of this proxy statement because the information in this section does not provide all the information that might be important to you with respect to the merger and the special meeting. Additional important information is also contained in the annexes to and the documents incorporated by reference into this proxy statement.

14

Notwithstanding anything to the contrary in the foregoing paragraph, effective as of immediately prior to the effective time, each PGTI interim restricted share will be converted into an award to receive, upon vesting in accordance with the original vesting terms and conditions, an amount in cash equal to the merger consideration plus interest accrued on the basis of prime rate as published in The Wall Street Journal in effect at the effective time, compounded quarterly, calculated on the basis of actual days elapsed (including the closing date of the merger and each applicable vesting date).

Effective as of immediately prior to effective time, each PGTI RSU that is outstanding immediately prior to the effective time will be canceled and converted into the right to receive an amount equal to: (a) the merger consideration plus (b) any accrued but unpaid dividends or dividend equivalents in respect of such PGTI RSU as of the effective time.

15

For additional information on the treatment of PGTI equity awards in connection with the merger, see the section titled “The Merger Agreement—Effect of Merger on PGTI Common Stock—PGT Restricted Shares; PGTI RSUs.”

As of February 7, 2024, the record date, PGTI directors and executive officers, as a group, owned and were entitled to vote 2,813,212 shares of PGTI common stock, which includes restricted and performance shares in amounts as permitted per the grant agreements, or approximately 4.8% of the outstanding shares of PGTI common stock. PGTI currently expects that these directors and executive officers will vote their shares in favor of the merger agreement proposal and each of the other proposals described in this proxy statement, although none of them are obligated to do so.

16

After PGTI entered into the Agreement and Plan of Merger, dated as of December 17, 2023 (referred to as the “Masonite merger agreement”), among PGTI, Masonite and Peach Acquisition, Inc., MITER submitted its proposal to acquire PGTI for $42.00 per share of PGTI common stock in an all-cash transaction. The PGTI board of directors unanimously determined that MITER’s offer was a “Superior Proposal” within the meaning of the Masonite merger agreement. Following such determination, Masonite waived its right to match such offer, and, as a result, PGTI terminated the Masonite merger agreement. In connection with such termination, MITER, on behalf of PGTI, paid the termination fee due to Masonite under the Masonite merger agreement. For more information regarding the background of the merger, see the section titled “The Merger (Proposal 1)—Background of the Merger.”

17

Except in certain specific circumstances described below and under “Material U.S. Federal Income Tax Consequences of the Merger—Non-U.S. Holders,” Non-U.S. Holders generally will not be subject to U.S. federal income tax unless such Non-U.S. Holder has certain connections with the United States.

The U.S. federal income tax consequences described above may not apply to all holders of PGTI common stock. You should read the section titled “Material U.S. Federal Income Tax Consequences of the Merger” for a more complete discussion of the U.S. federal income tax consequences of the merger. Tax matters can be complicated and the tax consequences of the merger to you will depend on your particular tax situation. You should consult your tax advisor to determine the applicable U.S. federal, state, local and non-U.S. tax consequences of the merger to you.

18

Whether or not you plan to attend the meeting, we urge you to vote by proxy, whether by internet, by telephone or by mail, to ensure your vote is counted. You may still attend the meeting virtually and vote your shares, even if you have already voted by proxy. If you later decide to vote at the special meeting, your proxy prior to the special meeting will be revoked; however, attending the special meeting will not revoke your written, internet or telephone proxy, as the case may be, unless you specifically request revocation or cast a ballot at the special meeting. Please choose only one method to cast your vote by proxy. We encourage you to vote over the internet, which is a convenient, cost-effective and reliable alternative compared to returning a proxy card by mail.

In accordance with the rules of the NYSE, your bank, brokerage firm or other nominee can vote your shares of PGTI common stock on “routine” matters when they have not received voting instructions from you. However, such banks, brokerage firms and other nominees are precluded from exercising their voting discretion with respect to “non-routine” matters. If you are a beneficial owner and you do not provide these instructions, a “non-vote” occurs with respect to those matters. All proposals described in this proxy to be voted on at the special meeting are considered “non-routine” matters. Accordingly, if you are a beneficial holder and you do not provide your bank, brokerage firm or other nominee instructions on how to vote your shares of PGTI common stock at the special meeting, your bank, brokerage firm or other nominee generally will not be permitted to vote your shares on any of the proposals at the special meeting. If you are a beneficial holder, PGTI strongly encourages you to provide voting instructions to your bank, brokerage firm or other nominee so that your vote will be counted on all matters.

19

If your shares are held by your broker, bank or other nominee, you will have to follow the instructions provided by your broker, bank or other nominee to change or revoke your proxy.

If you have questions about how to vote or change your vote, please contact MacKenzie Partners, the firm assisting us in the solicitation of proxies, toll-free at (800) 322-2885.

20

If you fail to submit a proxy or to vote at the special meeting or fail to instruct your bank, brokerage firm or other nominee how to with respect to the merger agreement proposal or the certificate of incorporation amendment proposal, it will have the same effect as a vote “AGAINST” such proposal. If you fail to submit a proxy or to vote at the special meeting or fail to instruct your bank, brokerage firm or other nominee how to with respect to merger-related compensation proposal or the adjournment proposal, it will have no effect on the outcome of such proposal (assuming, in the case of the merger-related compensation proposal, a quorum is present).

21

PGTI and some brokers may be householding our proxy materials by delivering proxy materials to multiple stockholders who request a copy and share an address, unless contrary instructions have been received from

22

the affected stockholders. Once you have received notice from your broker or us that they or we will be householding materials to your address, householding will continue until you are notified otherwise or until you revoke your consent. If at any time you no longer wish to participate in householding and would prefer to receive a separate proxy statement and annual report, please notify your broker if your shares are held in a brokerage account or PGTI if you are a stockholder of record. You can notify us by sending a written request to PGT Innovations, Inc., 1070 Technology Drive, North Venice, FL 34275, Attention: General Counsel and Corporate Secretary, or calling (941) 480-1600. Stockholders who share a single address, but receive multiple copies of this proxy statement, may request that in the future they receive a single copy by notifying PGTI at the telephone or address set forth in the prior sentence. In addition, PGTI will promptly deliver, upon written or oral request to the address or telephone number above, a separate copy of this proxy statement to a stockholder at a shared address to which a single copy of the documents was delivered pursuant to a prior request. If you would like to view the special meeting materials via the internet, please visit www.proxydocs.com/PGTI.

PGT Innovations, Inc.

Attention: General Counsel and Corporate Secretary

1070 Technology Drive,

North Venice, Florida 34275

(941) 480-1600

or

MacKenzie Partners, Inc.

1407 Broadway, 27th Floor

New York, New York 10018

Call Toll Free: (800) 322-2885

Email: proxy@mackenziepartners.com

23

CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS

This proxy statement and the documents incorporated by reference into this proxy statement contain forward-looking statements within the meaning of the safe harbor provisions of the Private Securities Litigation Reform Act of 1995 that are not limited to historical facts but reflect PGTI’s current beliefs, expectations or intentions regarding future events. Forward-looking statements by their nature address matters that are, to different degrees, uncertain, such as statements regarding the transactions contemplated by the merger agreement, including: the expected time period to consummate the merger, opportunities and anticipated future performance. All such forward-looking statements are based upon current plans, estimates, expectations and ambitions that are subject to risks, uncertainties and assumptions, many of which are beyond the control of PGTI, that could cause actual results to differ materially from those expressed in such forward-looking statements.

You can identify these statements and other forward-looking statements in this document by words such as “may,” “will,” “should,” “can,” “could,” “anticipate,” “estimate,” “expect,” “predict,” “project,” “future,” “potential,” “intend,” “plan,” “assume,” “believe,” “forecast,” “look,” “build,” “focus,” “create,” “work,” “continue,” “target,” “poised,” “advance,” “drive,” “aim,” “forecast,” “approach,” “seek,” “schedule,” “position,” “pursue,” “progress,” “budget,” “outlook,” “trend,” “guidance,” “commit,” “on track,” “objective,” “goal,” “strategy,” “opportunity,” “ambitions,” “aspire” and similar expressions, and variations or negative of such terms or other variations thereof. Words and terms of similar substance used in connection with any discussion of future plans, actions, or events identify forward-looking statements. These forward-looking statements are based on current expectations and beliefs of management and current market trends and conditions.

These forward-looking statements involve risks and uncertainties that are outside of PGTI’s control and may cause actual results to differ materially from those contained in forward-looking statements. These risks and uncertainties include, among others, risks and uncertainties relating to:

24

PGTI cautions that the foregoing list of factors is not exhaustive. Additional information concerning these and other risk factors is contained in PGTI’s most recently filed Annual Report on Form 10-K and subsequently filed Quarterly Reports on Form 10-Q, Current Reports on Form 8-K and other SEC filings, as such filings may be amended from time to time. All of the forward-looking statements made by PGTI contained or incorporated by reference in this proxy statement and all subsequent written and oral forward-looking statements concerning PGTI, the merger or other matters attributable to PGTI or any person acting on its behalf are expressly qualified in their entirety by the cautionary statement above.

If any of these risks materialize or any of PGTI’s assumptions prove incorrect, actual results could differ materially from the results implied by these forward-looking statements. There may be additional risks that PGTI presently does not know of or that PGTI currently believes are immaterial that could also cause actual results to differ from those contained in the forward-looking statements. In addition, forward-looking statements reflect PGTI’s expectations, plans or forecasts of future events and views as of the date of this proxy statement. PGTI anticipates that subsequent events and developments will cause PGTI’s assessments to change. However, while PGTI may elect to update these forward-looking statements at some point in the future, PGTI specifically disclaims any obligation to do so. These forward-looking statements should not be relied upon as representing PGTI’s assessments as of any date subsequent to the date of this proxy statement. Accordingly, undue reliance should not be placed upon the forward-looking statements.

25

THE COMPANIES

PGT Innovations, Inc.

PGT Innovations, Inc. is a manufacturer of impact-resistant aluminum and vinyl-framed windows and doors and offers a broad range of fully customizable window and door products. PGTI sells its products to customers in Florida, other parts of the United States, the Caribbean, Canada, and South and Central America. PGTI was incorporated in the state of Delaware on December 16, 2003, as JLL Window Holdings, Inc., and was renamed PGT, Inc. on February 15, 2006 and PGT Innovations, Inc. on December 14, 2016. PGTI common stock trades on the New York Stock Exchange under the symbol “PGTI.” The principal executive offices of PGTI are located at 1070 Technology Drive, North Venice, Florida 34275, and its telephone number is (941) 480-1600.

MIWD Holding Company LLC

MIWD Holding Company LLC is a Delaware limited liability company. MIWD Holding Company LLC and Merger Sub are each affiliated with MITER Brands. MITER Brands is a residential window and door manufacturer that produces a portfolio of window and door brands for the new construction and replacement segments with an owner-operated, family-first approach.

MITER’s principal executive office is located at 2550 Interstate Drive, Suite 400, Harrisburg, PA 17110. MITER’s telephone number is (717) 365-3300. MITER’s internet website address is www.miterbrands.com. The information provided on MITER’s website is not part of this proxy statement and is not incorporated in this proxy statement by reference by this or any other reference to its website provided in this proxy statement.

RMR MergeCo, Inc.

RMR MergeCo, Inc., a Delaware corporation, is an indirect wholly owned subsidiary of MITER. Merger Sub was incorporated by MITER solely in contemplation of the transactions contemplated by the merger agreement, has not conducted any business and has no assets, liabilities or obligations of any nature other than as set forth in the merger agreement. The principal executive offices of Merger Sub are located at c/o MIWD Holding Company LLC, 2550 Interstate Drive, Suite 400, Harrisburg, PA 17110, and its telephone number is (717) 365-3300.

26

THE SPECIAL MEETING

General

This proxy statement is first being mailed on or about February 16, 2024, and constitutes notice of the special meeting in conformity with the requirements of the DGCL and PGTI’s bylaws.

This proxy statement is being provided to PGTI stockholders as part of a solicitation of proxies by the PGTI board of directors for use at the special meeting of PGTI stockholders and at any adjournments or postponements of such special meeting. This proxy statement provides PGTI stockholders with information about the special meeting and should be read carefully in its entirety.

Date, Time and Place of the Special Meeting

The special meeting will be held on March 18, 2024, beginning at 10:30 a.m., Eastern Time, unless postponed to a later date, via live audio webcast at www.virtualshareholdermeeting.com/PGTI2024SM. To virtually participate in the special meeting, visit such website and enter the 16-digit control number provided on your proxy card or voting instruction card in order to participate in the special meeting.

Purposes of the Special Meeting

At the special meeting, PGTI stockholders will be asked to vote upon the following proposals:

Only the approval of the merger agreement proposal is required for completion of the merger. PGTI will transact no other business at the special meeting except such business as may properly be brought before the special meeting or any adjournment or postponement thereof.

Recommendation of the PGTI’s Board of Directors

At a special meeting held on January 16, 2024, the PGTI board of directors unanimously determined that the merger agreement and the transactions contemplated thereby are advisable, fair to and in the best interests of

27

PGTI and PGTI stockholders, approved the execution of the merger agreement and the consummation of the transactions contemplated thereby, approved the certificate of incorporation amendment and directed that the adoption of the merger agreement and the certificate of incorporation amendment be submitted to a vote at a meeting of the PGTI stockholders.

Accordingly, the PGTI board of directors unanimously recommends that PGTI stockholders vote “FOR” the merger agreement proposal, “FOR” the merger-related compensation proposal, “FOR” the certificate of incorporation amendment proposal and “FOR” the adjournment proposal.

PGTI stockholders should carefully read this proxy statement, including any documents incorporated by reference, and the annexes in their entirety for more detailed information concerning the merger and the transactions contemplated by the merger agreement.

Virtual Participation at Special Meeting

The special meeting will be a completely virtual meeting of stockholders conducted via live audio webcast through the website described above under the heading “Date, Time and Place of the Special Meeting.”

PGTI will have technicians ready to assist PGTI stockholders with any technical difficulties they may have accessing the virtual meeting. If PGTI stockholders encounter any difficulties accessing the virtual meeting or during the meeting time, PGTI stockholders should navigate to www.virtualshareholdermeeting.com/PGTI2024SM, where a phone number for IT support will be posted.

Outstanding Shares as of the Record Date

As of the record date, there were 58,326,059 shares of PGTI common stock outstanding and owned by PGTI stockholders (i.e., excluding shares of PGTI common stock held in treasury by PGTI), held by approximately 2,500 holders of record. Each share of PGTI common stock is entitled to one vote on each matter considered at the special meeting.

Stockholders may request an appointment to inspect a complete list of stockholders entitled to vote at the special meeting for any purpose germane to the special meeting at PGTI’s principal executive offices located at 1070 Technology Drive, North Venice, Florida 34275, during ordinary business hours within 10 days prior to the special meeting. This list will also be made available at the special meeting for examination by any stockholder virtually present at the special meeting.

Record Date; Stockholders Entitled to Vote

The record date for the determination of stockholders entitled to notice of and to vote at the special meeting is February 7, 2024. Only holders of PGTI common stock as of the close of business on the record date are entitled to receive notice of, and vote at, the special meeting or any adjournment or postponement thereof. PGTI’s official stock ownership records will conclusively determine whether a stockholder is a “holder of record” as of the record date.

Quorum and Broker Non-Votes

Holders of a majority of the total number of issued shares of PGTI common stock as of the record date and entitled to vote at the special meeting must be present or represented by proxy at the special meeting to constitute a quorum for the transaction of business at the special meeting. If you fail to submit a proxy or to vote at the special meeting, or fail to instruct your bank, brokerage firm or other nominee how to vote, your shares of PGTI common stock will not be counted towards a quorum. Marks to “ABSTAIN” on any proposal are considered present for purposes of establishing a quorum. In the event that a quorum is not present at the special meeting, it

28

is expected that the special meeting will be adjourned or postponed. If the special meeting is postponed or adjourned, it will not affect the ability of holders of record of PGTI common stock as of the record date to exercise their voting rights or to revoke any previously granted proxy using the methods described below; however, if a new record date is set for an adjourned meeting, a new quorum will be required to be established.

Banks, brokerage firms and other nominees who hold shares in “street name” for the accounts of their clients may vote such shares either as directed by their clients or in their own discretion on “routine” matters. When a broker does not receive instructions from a beneficial owner on how to vote shares with respect to a “non-routine” matter, a “broker non-vote” occurs. “Broker non-votes” will not be treated as present for purposes of determining whether a quorum is present. All proposals described in this proxy statement to be voted on at the special meeting are considered “non-routine” matters.

Your shares will be counted for purposes of determining if there is a quorum, whether representing votes for, against or abstained, if you (1) participate in the special meeting or (2) have voted via the internet, by telephone or by properly submitting a proxy card or voting instruction card by mail.

Required Vote; Treatment of Abstentions and Failure to Vote

The votes required for each proposal are as follows:

Proposal 1—The Merger Agreement Proposal: The affirmative vote of holders of at least a majority of the outstanding shares of PGTI common stock entitled to vote thereon is required to approve the merger agreement proposal. If you mark “ABSTAIN” on your proxy, fail to submit a proxy or to vote at the special meeting or fail to instruct your bank, brokerage firm or other nominee to vote with respect to the merger agreement proposal, it will have the same effect as a vote “AGAINST” the merger agreement proposal.

Proposal 2—The Merger-Related Compensation Proposal: The affirmative vote of holders of at least a majority of the shares of PGTI common stock present virtually or represented by proxy at the special meeting and entitled to vote thereon is required to approve, on an advisory (non-binding) basis, the merger-related compensation proposal. If you mark “ABSTAIN” on your proxy, it will have the same effect as a vote “AGAINST” the merger-related compensation proposal. If you fail to submit a proxy or to vote at the special meeting or fail to instruct your bank, brokerage firm or other nominee how to with respect to the merger-related compensation proposal, it will have no effect on the merger-related compensation proposal (assuming a quorum is present).

Proposal 3—The Certificate of Incorporation Amendment Proposal: The affirmative vote of holders of at least a majority of the outstanding shares of PGTI common stock entitled to vote thereon is required to approve the certificate of incorporation amendment proposal. If you mark “ABSTAIN” on your proxy, fail to submit a proxy or to vote at the special meeting or fail to instruct your bank, brokerage firm or other nominee how to vote with respect to the certificate of incorporation amendment proposal, it will have the same effect as a vote “AGAINST” the certificate of incorporation amendment proposal.

Proposal 4—The Adjournment Proposal: The affirmative vote of holders of at least a majority of the shares of PGTI common stock present virtually or represented by proxy at the special meeting and entitled to vote thereon is required to approve the adjournment proposal, including if necessary to solicit additional proxies for the adoption of the merger agreement. If you mark “ABSTAIN” on your proxy, it will have the same effect as a vote “AGAINST” the adjournment proposal. If you fail to submit a proxy or to vote at the special meeting or fail instruct your bank, brokerage firm or other nominee how to vote with respect to the adjournment proposal, it will have no effect on the adjournment proposal.

An abstention occurs when a stockholder attends a meeting, either by attendance in person (virtually) or by proxy, but abstains from voting. At the special meeting, abstentions will be counted in determining whether a

29

quorum is present and will have the effect of a vote “AGAINST” the merger agreement proposal, the merger-related compensation proposal, the certificate of incorporation amendment proposal and the adjournment proposal, including if necessary to permit further solicitation of proxies.

If you are a registered stockholder and you do not sign and return your proxy card by mail or vote over the internet, by telephone or by attendance in person (virtually) at the special meeting, your shares will not be voted at the special meeting and will not be counted for purposes of determining whether a quorum exists. If you are the record owner of your shares and you fail to vote, it will have the same effect as a vote “AGAINST” the merger agreement proposal, the certificate of incorporation amendment proposal and the adjournment proposal, including if necessary to permit further solicitation of proxies, but will have no effect on the outcome of the merger-related compensation proposal.

Shares and Voting of PGTI’s Directors and Executive Officers

As of the record date, PGTI directors and executive officers, as a group, owned and were entitled to vote 2,813,212 shares of PGTI common stock, which includes restricted and performance shares in amounts as permitted per the grant agreements, or approximately 4.8% of the outstanding shares of PGTI common stock. PGTI currently expects that these directors and executive officers will vote their shares in favor of the merger agreement proposal and each of the other proposals described in this proxy statement, although none of the directors and executive officers are obligated to do so.

How to Vote or Have Your Shares Voted

PGTI stockholders of record may vote their shares of PGTI common stock or submit a proxy to have their shares of PGTI common stock voted at the special meeting in one of the following ways:

Whether or not you plan to participate in the special meeting, PGTI urges you to submit your proxy by completing and returning the proxy card as promptly as possible, or by submitting your proxy by telephone or via the internet, prior to the special meeting to ensure that your shares of PGTI common stock will be represented and voted at the special meeting if you are unable to participate.

The PGTI board of directors has appointed certain persons as proxy holders to vote proxies in accordance with the instructions of PGTI stockholders. If you are a stockholder of record and you authorize these proxy holders to vote your shares of PGTI common stock with respect to any matter to be acted upon, your shares will be voted in accordance with your instructions in your proxy. If you are a stockholder of record and you authorize these proxy holders to vote your shares but do not specify how your shares should be voted on a proposal, these proxy holders will vote your shares on such proposals as the PGTI board of directors recommends. If any other matter properly comes before the special meeting, these proxy holders will vote on that matter in their discretion.

30

If, as of the record date, your shares of PGTI common stock are registered directly in your name with the transfer agent of PGTI, Equiniti Trust Company, LLC (f.k.a., American Stock Transfer & Trust Company, LLC), you are considered the stockholder of record with respect to those shares. As the stockholder of record, you have the right to vote or to grant a proxy for your vote directly to PGTI or to a third party to vote at the special meeting.

If, as of the record date, your shares were held in an account at a bank, brokerage firm or other nominee, you are the beneficial owner of shares held in “street name,” and, for the purposes of this proxy statement, a beneficial owner, and your bank, brokerage firm or other nominee is considered the stockholder of record with respect to those shares. If you are a beneficial owner, you have a right to direct your bank, brokerage firm or other nominee on how to vote the shares held in your account. The availability of internet or telephonic voting will depend on the nominee’s voting process. Please check with your bank, brokerage firm or other nominee and follow the voting procedures your bank, brokerage firm or other nominee provides.

In accordance with the rules of the NYSE, your bank, brokerage firm or other nominee may generally vote on “routine” matters when they have not received voting instructions from you. However, such banks, brokerage firms and other nominees are precluded from exercising their voting discretion with respect to “non-routine” matters. If you are a beneficial owner and do not provide these instructions, a “non-vote” occurs with respect to those matters. All proposals described in this proxy statement to be voted on at the special meeting are considered “non-routine” matters. Accordingly, if you are a beneficial owner and do not provide your bank, brokerage firm or other nominee instructions on how to vote your shares of PGTI common stock, your bank, brokerage firm or other nominee generally will not be permitted to vote your shares on any of the proposals. The effect of not instructing your broker how you wish your shares to be voted will be the same as a vote “AGAINST” the merger agreement proposal and the certificate of incorporation amendment proposal but will not have an effect on the adjournment proposal or the merger-related compensation proposal (assuming, in the case of the merger-related compensation proposal, that a quorum is present). If you are a beneficial holder, PGTI strongly encourages you to provide voting instructions to your bank, brokerage firm or other nominee so that your vote will be counted on all matters.

If you are a beneficial owner, you are invited to participate in the special meeting; however, you may not vote your shares at the special meeting unless you obtain a “legal proxy” from your bank, brokerage firm or other nominee that holds your shares, giving you the right to vote the shares at the special meeting.

Revocation of Proxies

PGTI stockholders of record may revoke their proxies at any time prior to the voting at the special meeting in any of the following ways:

PGTI beneficial owners may change their voting instruction only by following the directions received from their bank, brokerage firm or other nominee for changing their voting instructions.

31

Delivery of Proxy Materials

As permitted by applicable law, only one copy of this proxy statement is being delivered to holders of PGTI common stock residing at the same address, unless such holders of PGTI common stock have notified PGTI of their desire to receive multiple copies of this proxy statement.

PGTI will promptly deliver, upon oral or written request, a separate copy of this proxy statement to any holder of PGTI common stock residing at an address to which only one copy of this proxy statement was mailed. Requests for additional copies should be directed to PGTI by mail at PGT Innovations, Inc., Attention: General Counsel and Corporate Secretary, 1070 Technology Drive, North Venice, Florida 34275 or by calling (941) 480-1600 or to PGTI’s proxy solicitor, MacKenzie Partners, by calling toll-free at (800) 322-2885 or by email at proxy@mackenziepartners.com.

Shares Held in Name of Broker

If your shares are held by your broker, bank or other nominee, often referred to as held in “street name,” you will receive a form from your broker, bank or other nominee seeking instruction as to how your shares should be voted. You should contact your broker, bank or other nominee with questions about how to provide or revoke your instructions.

Tabulation of Votes

A representative from MacKenzie Partners will serve as the inspector of election.

Solicitation of Proxies

PGTI will pay for the proxy solicitation costs related to the special meeting. In addition to sending and making available these materials, some of PGTI’s directors, officers and employees may solicit proxies in person by contacting PGTI stockholders by telephone or over the Internet. PGTI stockholders may also be solicited by press releases issued by PGTI, postings on PGTI’s websites and advertisements in periodicals. None of PGTI’s directors, officers or employees will receive additional compensation for their solicitation services. PGTI has engaged MacKenzie Partners to assist in the solicitation of proxies for the special meeting. PGTI estimates that it will pay MacKenzie Partners a fee of approximately $30,000, plus reasonable out-of-pocket expenses relating to the special meeting and its prior work in connection with preparing for the special meeting of PGTI stockholders that was contemplated by the Masonite merger agreement. Certain banking institutions, brokerage firms, custodians, trustees, nominees and fiduciaries who hold shares for the benefit of another party may solicit proxies for PGTI. If so, they will mail proxy information to, or otherwise communicate with, the beneficial owners of shares of PGTI common stock held by them. PGTI will also reimburse banks, brokerage firms, custodians, trustees, nominees and fiduciaries for their expenses incurred in sending proxies and proxy materials to beneficial owners of PGTI common stock.

Adjournments

The special meeting may be adjourned by the holders of shares representing at least a majority of the votes entitled to be cast by PGTI stockholders present virtually or represented by proxy, if sufficient votes are cast in favor of the adjournment proposal, whether or not there is a quorum.

Notice need not be given of any adjourned meeting if the time and place, if any, thereof and the means of remote communications, if any, by which stockholders and proxy holders may be deemed to be present and vote at such adjourned meeting are announced at the meeting at which the adjournment is taken unless the adjournment is for more than 30 days, in which case a notice of the adjourned meeting will be given to each stockholder of record entitled to vote at the meeting. If, after any adjournment, a new record date for the

32

stockholders entitled to vote is fixed for any adjourned meeting, notice of the place, if any, date, and time of the adjourned meeting and the means of remote communications, if any, by which stockholders and proxy holders may be deemed to be present and vote at such adjourned meeting must be given to each stockholder of record entitled to vote at the meeting.

Questions and Additional Information

You may contact PGTI’s proxy solicitor, MacKenzie Partners, Inc., toll-free at (800) 322-2885 or by email at proxy@mackenziepartners.com, with any questions about the special meeting, the merger, the proposals or this proxy statement, if you would like additional copies of this proxy statement, if you need to obtain proxy cards or other information related to the proxy solicitation or if you need help submitting a proxy or voting your shares of PGTI common stock.

33

THE MERGER (PROPOSAL 1)

This section of this proxy statement describes the material aspects of the merger. This section may not contain all of the information that is important to you. You should carefully read this entire proxy statement and the documents incorporated by reference into this proxy statement, including the full text of the merger agreement, a copy of which is attached to this proxy statement as Annex A, for a more complete understanding of the merger. In addition, important information about PGTI is included in or incorporated by reference into this proxy statement. See the section titled “Where You Can Find More Information.”

Effects of the Merger

Upon the terms and subject to the conditions of the merger agreement and in accordance with Delaware law, Merger Sub will merge with and into PGTI, whereupon the separate existence of Merger Sub will cease and PGTI will survive the merger as an indirect wholly owned subsidiary of MITER.

The following diagrams illustrate in simplified terms the merger and the effect of the merger on the organizational structures of MITER and PGTI.

The following diagram illustrates in simplified terms the organizational structure of MITER and PGTI prior to the merger:

The following diagram illustrates in simplified terms the merger:

34

The following diagram illustrates in simplified terms the organizational structure of MITER and PGTI after the merger:

Effect on PGTI if the Merger is Not Completed

If the merger agreement is not adopted by PGTI stockholders or if the merger is not completed for any other reason, PGTI stockholders will not receive any payment for their shares (or interests in shares) of PGTI common stock in connection with the merger. Instead, PGTI will remain an independent public company, PGTI common stock will continue to be listed and traded on the NYSE and registered under the Exchange Act and we will continue to file periodic reports with the SEC. In addition, if the merger is not completed, PGTI stockholders will continue to be subject to the same risks and opportunities to which they are currently subject, including risks related to the highly competitive industry in which PGTI operates and risks related to adverse economic conditions.

Furthermore, if the merger is not completed, and depending on the circumstances that would have caused the merger not to be completed, it is likely that the price of PGTI common stock will decline significantly. If that were to occur, it is uncertain when, if ever, the price of PGTI common stock would return to the price at which it trades as of the date of this proxy statement.

Accordingly, if the merger is not completed, there can be no assurance as to the effect of these risks and opportunities on the future value of your shares of PGTI common stock. If the merger agreement is not adopted by PGTI stockholders or if the merger is not completed for any other reason, there can be no assurance that any other transaction acceptable to PGTI will be offered or that PGTI’s business, prospects or results of operation will not be adversely impacted.

In addition, the merger agreement provides that, upon termination of the merger agreement under certain circumstances, PGTI will be required to pay to MITER a termination fee of $86,000,000, or under certain other circumstances, MITER will be required to pay PGTI the MITER termination fee of $184,000,000 or the MITER regulatory termination fee of $210,000,000, as applicable, under the terms of the merger agreement. See the section titled “The Merger Agreement—Termination Fees and Expenses” for a discussion of the circumstances under which such termination fees would be required to be paid.

35

Merger Consideration

At the effective time, each share of PGTI common stock issued and outstanding immediately prior to the effective time (other than (a) excluded shares and (b) dissenting shares) will be converted into the right to receive the merger consideration of $42.00 in cash, without interest.

Background of the Merger

The following chronology summarizes the key meetings and events that led to the signing of the merger agreement. This chronology does not purport to catalogue every conversation of or among the PGTI board of directors, MITER, PGTI’s representatives, MITER’s representatives and other parties.

The PGTI board of directors and senior management regularly review and assess PGTI’s operations, performance, opportunities, prospects and strategic direction. In connection with this review and assessment, and with the assistance of legal and financial advisors, the PGTI board of directors and management have considered potential strategic alternatives for PGTI, including potential business combinations or other transactions, to strengthen PGTI’s business and maximize shareholder value. In addition, PGTI has from time to time received unsolicited inquiries from third parties seeking to determine PGTI’s interest in various sorts of M&A transactions.

During the period discussed below, PGTI (itself or through its advisors) contacted or otherwise interacted with 12 unique financial and strategic parties in relation to possible strategic transactions, resulting in a total of 17 proposals to acquire PGTI since 2021. Described below are all such material interactions and contacts during such period, including those that led to any such proposals to acquire PGTI. All of these contracts and interactions (other than those with Party A) occurred after PGTI adopted its shareholder rights plan in March 2023, with the most significant interactions occurring during the last quarter of 2023 and the first quarter of 2024.

In early August of 2021, the CEO of Party A, a publicly listed home building products company (referred to as “Party A”), contacted PGTI’s President and CEO Jeff Jackson to request a meeting with Mr. Jackson. The topic of the meeting was not specified. The meeting was scheduled for August 11, 2021. At the August 11 meeting, Mr. Jackson and the CEO of Party A discussed a potential business combination involving PGTI and Party A, but did not discuss the price or any other terms of a potential transaction. Shortly thereafter, Mr. Jackson relayed the substance of this discussion to several members of the PGTI board of directors, including the Chairman, Rodney Hershberger.

On August 16, 2021, in light of Mr. Jackson’s discussion with the CEO of Party A and PGTI’s expectation that Party A may soon make an offer to acquire PGTI, PGTI engaged Davis Polk & Wardwell LLP, which had previously advised PGTI on certain of its strategic acquisition transactions, to serve as PGTI’s legal advisor in connection with a potential strategic transaction.

On September 2, 2021, Party A sent an unsolicited offer letter to Mr. Jackson, proposing the acquisition of PGTI by Party A for $26.50 per share of PGTI common stock in an all-cash transaction (referred to as the “first Party A offer”). Mr. Jackson promptly shared the first Party A offer with the PGTI board of directors. The first Party A offer stated that the proposed transaction would be funded with cash on hand and a combination of existing and new committed debt financing and that the transaction documentation would not include any financing contingency.

On September 4, 2021, the PGTI board of directors convened a meeting by videoconference, with members of PGTI management and representatives of Davis Polk in attendance. Davis Polk provided a summary of public company transaction processes and the PGTI board of directors’ fiduciary duties, and the PGTI board of directors concluded that (a) the first Party A offer was not in the best interests of PGTI or its stockholders and did not provide a basis to engage with Party A and (b) authorized Mr. Jackson to inform Party A that the PGTI board of directors had determined that the first Party A offer did not provide sufficient value to PGTI stockholders to warrant further discussion. Mr. Jackson subsequently communicated this message to representatives of Party A.

36

Over the next few months, from September 2021 through December 2021, representatives of PGTI and Party A held several meetings and Messrs. Hershberger and Jackson exchanged various communications with representatives of Party A. In particular, on October 20, 2021, Mr. Jackson and the CEO of Party A met for lunch, and the CEO of Party A expressed continued interest in a potential strategic transaction between PGTI and Party A, but stated that he would prefer to effectuate a transaction on a friendly basis. Mr. Jackson replied that he believed that the PGTI board of directors would not be interested in an offer at that time for a price similar to Party A’s prior offer.

On December 15, 2021, Mr. Jackson and the CEO of Party A held a phone call to further discuss a potential strategic transaction with Party A. Following that conversation, Party A sent an unsolicited indication of interest addressed to Messrs. Hershberger and Jackson, reaffirming Party A’s proposal to acquire PGTI for $26.50 per share of PGTI common stock, comprised of $20.50 in cash and $6.00 in Party A common stock (referred to as the “second Party A offer”). The second Party A offer stated that the cash portion of the proposed transaction would be financed with cash on hand and a combination of existing and new debt financing, for which Party A would secure commitments prior to the execution of definitive transaction documents. The second Party A offer further stated that the transaction documentation would not include any financing contingency. Upon receipt of the second Party A offer, Messrs. Hershberger and Jackson discussed the second Party A offer and were of the opinion that the change in the consideration mix did not materially alter Party A’s proposal. Mr. Jackson then promptly informed the PGTI board of directors of the receipt of the second Party A offer. Because the second Party A offer did not offer any increase in value compared to the first Party A offer, PGTI concluded that the second Party A offer similarly did not adequately value PGTI.

In January 2022, PGTI formally retained FGS Global Inc. as its public relations advisor in connection with a potential strategic transaction.

On January 5, 2022, Mr. Jackson and the CEO of Party A held a call during which Mr. Jackson informed the CEO of Party A that the PGTI board of directors believed the first Party A offer and the second Party A offer did not adequately value PGTI.

During January 2022, PGTI’s senior management consulted Evercore on an informal basis. On January 31, 2022, PGTI and Evercore entered into an engagement letter, pursuant to which PGTI formally retained Evercore to advise on potential shareholder activism, to prepare for and respond to proposals for a potential strategic transaction and to evaluate strategic and financial alternatives for PGTI. The determination to engage Evercore as PGTI’s financial advisor was based on, among other things, Evercore’s qualifications, experience and reputation and Evercore’s familiarity with PGTI.

On May 1, 2022, Party A sent an unsolicited indication of interest addressed to the PGTI board of directors, offering to acquire PGTI for $28.25 per share of PGTI common stock, comprised of $25.00 in cash and $3.25 in Party A common stock, based on a fixed exchange ratio using the trading price of Party A common stock during a period to be agreed (referred to as the “third Party A offer”). Mr. Jackson promptly shared the third Party A offer with the entire PGTI board of directors. The third Party A offer stated that the cash portion of the proposed transaction would be financed with cash on hand and a combination of existing and new debt financing, for which Party A would secure commitments prior to the execution of definitive transaction documents. The third Party A offer further stated that the transaction documentation would not include any financing contingency.

On May 12, 2022, the PGTI board of directors convened a meeting by videoconference, with members of PGTI management and representatives of Evercore in attendance. Representatives of Davis Polk attended in person.

On May 17, 2022, the PGTI board of directors convened a meeting by videoconference, with members of PGTI management and representatives of Evercore and Davis Polk in attendance. Evercore summarized the proposed strategic transaction with Party A and provided a preliminary financial analysis of PGTI based on

37

management projections and publicly available Wall Street analyst consensus forecasts. The PGTI board of directors concluded that the third Party A offer did not adequately value PGTI and authorized Messrs. Hershberger and Jackson to inform Party A of its determination.

On May 20, 2022, Messrs. Jackson and Hershberger and representatives of Party A held a call, on which Messrs. Jackson and Hershberger informed Party A that PGTI was rejecting the third Party A offer.

On May 23, 2022, Messrs. Hershberger and Jackson sent a letter to Party A formally rejecting the third Party A offer. In the letter, Messrs. Hershberger and Jackson further encouraged Party A that any revised proposal be an all-cash offer, in light of the PGTI board of directors’ concerns about the volatility in Party A’s stock price, but expressed concern about closing certainty and, in particular, Party A’s ability to finance an all-cash offer at the same price per share as reflected in the third Party A offer, given the implied leverage levels for Party A at that price point.

On June 10, 2022, Party A sent an unsolicited proposal to the PGTI board of directors, offering to acquire PGTI for $28.25 per share of PGTI common stock in an all-cash transaction (referred to as the “fourth Party A offer”). Mr. Jackson promptly shared the fourth Party A offer with the entire PGTI board of directors. The fourth Party A offer stated that the proposed transaction would be financed with cash on hand and a combination of existing and new debt financing, for which Party A would secure commitments prior to the execution of definitive transaction documents. The fourth Party A offer further stated that the definitive transaction documentation would not include any financing contingency or a reverse termination fee construct and would provide for a specific performance remedy.

On June 21, 2022, the PGTI board of directors convened a meeting by videoconference, with members of PGTI management and representatives of Evercore and Davis Polk in attendance. Evercore summarized the proposed strategic transaction involving Party A and provided an update regarding (a) PGTI’s then-current market valuation, as well as those of comparable peer companies, (b) financing and market trends, including those impacting PGTI stock price, (c) PGTI management’s views on its 2022 financial forecast, (d) the fourth Party A offer and certain related conversations between representatives of PGTI, Evercore and Party A and (e) potential strategic alternatives for PGTI. The PGTI board of directors concluded that the fourth Party A offer did not adequately value PGTI and that, given market dislocations then affecting PGTI, the industry and the market generally, it was a suboptimal time to pursue a strategic transaction. The PGTI board of directors also expressed doubt that Party A could consummate a strategic transaction given the leverage levels implied by the fourth Party A offer and the then-current state of the credit markets. However, the PGTI board of directors determined that if Party A could consummate an all-cash strategic transaction, the potential premium could be attractive and therefore approved providing confidential information to Party A to demonstrate the additional value of PGTI.

On June 24, 2022, Messrs. Hershberger and Jackson sent a letter to Party A formally rejecting the fourth Party A offer and expressing concern about closing certainty, but offering to provide confidential information to Party A to demonstrate the additional value of PGTI, subject to the parties executing a confidentiality agreement.

During the course of July 2022 and on August 1, 2022, representatives of PGTI and Party A continued to discuss a potential strategic transaction between the parties. PGTI sent Party A a draft confidentiality agreement with a standstill period of 18 months, and Party A sent due diligence requests to PGTI.

On August 3, 2022, Party A’s financial advisors contacted certain members of PGTI’s senior management informing them that Party A was rescinding the fourth Party A offer and would not continue to pursue a strategic transaction with PGTI at that time.

On October 10, 2022, PGTI was informed of a potential accumulation in its common stock by an unknown party of approximately 4.6%.

38

On December 7, 2022, PGTI was informed that MITER may have been the entity that had accumulated a position of at least 4.6% in PGTI’s common stock, and had since increased its holding to approximately 4.8%.

On December 8, 2022, the PGTI board of directors convened a meeting by videoconference, with members of PGTI management and representatives of Evercore and Davis Polk in attendance, to discuss the accumulation of PGTI’s common stock by MITER as well as potential strategic transactions involving two parties in the public building materials industry. Evercore presented an overview of a potential acquisition of Party A, involving PGTI partnering with Party B, a private home building products company (referred to as “Party B”), to purchase certain assets of Party A and provided an overview of Party A’s business and the financials of the combined business of Party A and PGTI after Party B purchased certain other assets of Party A. Evercore also discussed PGTI’s potential strategy in the event of a potential hostile bid from MITER. Davis Polk then presented an overview of the PGTI board of directors’ fiduciary duties and a shareholder rights plan that the PGTI board of directors could consider adopting in response to a potential hostile bid from MITER. The PGTI board of directors approved reaching out to both Party A and Party B to explore a potential transaction. The PGTI board of directors did not make any determination regarding the adoption of a shareholder rights plan at the meeting.

Later in December 2022, Evercore held a meeting with Party B to discuss PGTI and Party B partnering to acquire Party A, whereby PGTI would acquire Party A’s North America business and Party B would acquire the other businesses of Party A, but the parties had no further discussions with respect to such an acquisition.

In early February 2023, Mr. Jackson had a discussion with representatives of MITER regarding MITER’s accumulation of shares of common stock in PGTI. At this time, no transaction terms of a potential combination of the companies were discussed.

On March 3, 2023, Mr. Jackson and Matt DeSoto, the CEO of MITER, agreed to schedule a meeting at which the parties would discuss a potential business combination and an offer would be made to acquire PGTI. No other terms were discussed. The parties later agreed that such meeting would occur on April 20, 2023.

On March 16, 2023, members of the PGTI management team were informed of a potential additional 1% accumulation by MITER of PGTI common stock during the prior week.

Also on March 16, 2023, Mr. Jackson and Mr. DeSoto held a meeting to discuss the potential accumulation of PGTI common stock and a potential strategic transaction with MITER, but did not discuss a specific price or other transaction terms. Mr. DeSoto stated that MITER did not intend to commence a hostile bid and indicated that MITER would present an offer to the PGTI board of directors in April 2023.

On March 24, 2023, based on data compiled by its advisors, PGTI became aware that MITER and its affiliates had accumulated at least 7% (and possibly 8% or more) of PGTI common stock, including through derivative positions.

On March 29, 2023, the PGTI board of directors convened a meeting by videoconference, with members of PGTI management and representatives of Evercore and Davis Polk in attendance. Mr. Jackson provided an overview of MITER and his conversations with MITER to date. Evercore provided an overview of the previously discussed shareholder rights plan, including benchmarking the plan’s terms to other shareholder rights plans adopted under similar circumstances and how its adoption would likely be received by PGTI stockholders. Davis Polk reminded the PGTI board of directors of its fiduciary duties. Mr. Quinn presented the shareholder rights plan and proposed resolutions adopting such plan. After discussion of, among other things, (a) the appropriateness of adopting a shareholder rights plan at that time, (b) the appropriate duration and threshold of the shareholder rights plan (including discussion regarding the default position of Institutional Shareholder Services (referred to as “ISS”) with respect to a 10% threshold) and (c) the expected reaction of the market and proxy advisors, the PGTI board of directors decided that (i) given MITER’s aggregate direct and indirect accumulation of PGTI common stock, adopting a shareholder rights plan was necessary to ensure that, among

39

other things, PGTI’s shareholders would receive a control premium in connection with a change of control of PGTI and (ii) a 10% threshold was appropriate and that ISS’ default position regarding such threshold should not apply because ISS’ position was intended to protect activists and not strategic investors, and therefore the PGTI board of directors decided to adopt a shareholder rights plan with a 10% threshold.

On March 30, 2023, the PGTI board of directors declared a dividend of one preferred stock purchase right for each outstanding share of PGTI common stock payable to holders of record of shares of PGTI common stock as of the close of business on April 10, 2023 (referred to as the “rights dividend”), and adopted the Rights Agreement (referred to as the “rights agreement”) between PGTI and Equiniti Trust Company, LLC, as Rights Agent, to protect PGTI stockholders from coercive or otherwise unfair takeover tactics. The rights agreement provided that the rights dividend would not be triggered as a result of an acquisition by any person of PGTI common stock pursuant to a negotiated strategic transaction. Later that day, PGTI issued a press release announcing the adoption of the rights dividend.

On March 31, 2023, representatives of Party C, a private equity firm that owned a controlling interest in another home building products company, contacted Evercore to express interest in a potential strategic transaction with PGTI.

On April 3, 2023, PGTI sent a letter to its stockholders, informing them that it had approved the rights agreement and declared the rights dividend.

Also on April 3, 2023, Mr. Jackson and Howard Heckes, President and CEO of Masonite, met to discuss a potential strategic transaction involving PGTI and Masonite.

Additionally, on April 3, 2023, Mr. Jackson and Mr. DeSoto held a call to discuss the potential strategic transaction, and Mr. DeSoto reconfirmed MITER’s interest in a potential strategic transaction and reconfirmed the meeting date of April 20, 2023.

In April 2023, Mr. Jackson had conversations with Party D, a private equity firm that regularly invests in industrial businesses (referred to as “Party D”) regarding a potential transaction between PGTI and Party D. Subsequently, Mr. Jackson sent a draft confidentiality agreement to Party D with a standstill period of 18 months. On April 5, 2023, Party D’s legal advisors sent a revised draft of the confidentiality agreement to Mr. Jackson with a standstill period of 12 months. Party D subsequently informed PGTI that it would not be making an offer to acquire PGTI due to PGTI’s valuation expectations which were higher than Party D could justify paying.

On April 20, 2023, representatives of MITER met with Mr. Jackson and Alexander Castaldi, a member of the PGTI board of directors, at PGTI’s headquarters to discuss the potential business combination of PGTI and MITER and provided Messrs. Jackson and Castaldi with an unsolicited indication of interest, offering to acquire PGTI for $29.00 per share of PGTI common stock in an all-cash transaction (referred to as the “first MITER offer”). The first MITER offer was not subject to any financing contingency and stated that MITER had obtained fully negotiated and signed debt financing and committed equity financing sufficient to fully finance the proposed transaction. The first MITER offer was promptly made available to the entire PGTI board of directors.

On May 1, 2023, the PGTI board of directors convened a meeting by videoconference, with members of PGTI management and representatives of Evercore and Davis Polk in attendance. Evercore summarized (a) the proposed strategic transaction with MITER, (b) the change-in-control targets published in various analyst reports following PGTI’s approval of the shareholder rights plan and (c) a preliminary financial analysis of PGTI. Mr. Jackson summarized the reaction that PGTI had received from its stockholders since such approval and his and Mr. Castaldi’s meeting with MITER and prior communications with MITER. The PGTI board of directors concluded that the first MITER offer was not in the best interests of PGTI or its stockholders and did not provide a basis for PGTI to engage with MITER and instructed Mr. Jackson to inform MITER of its conclusion, which message Mr. Jackson promptly relayed to MITER.

40

Also on May 1, 2023, Masonite sent a formal indication of interest in exploring a potential business combination transaction addressed to Mr. Jackson, but did not specify a price, a transaction structure, or other material terms.

On May 11, 2023, Evercore held a call with Mr. Jackson to discuss various considerations with respect to a potential strategic transaction with MITER.

On May 12, 2023, Mr. Jackson and Mr. DeSoto discussed a potential strategic transaction involving PGTI and MITER.

On May 15, 2023, Mr. Jackson met with the CEO of Party E, another publicly listed home building products company (referred to as “Party E”). During the meeting, the CEO of Party E made a verbal offer, on behalf of Party E, to acquire PGTI for $33.00 per share of PGTI common stock in a mixed stock-and-cash transaction. Mr. Jackson promptly informed the PGTI board of directors of Party E’s offer.

On May 19, 2023, Mr. Jackson and the financial advisor for MITER discussed a potential strategic transaction involving PGTI and MITER. Also on May 19, 2023, Mr. Jackson met with the CEO of Party E and discussed Party E providing a written offer.

On May 22, 2023, Evercore prepared a preliminary ability to pay analysis in response to Mr. Jackson’s conversation with the CEO of Party E.

On May 24, 2023, Mr. Jackson met with the financial advisor of Party E and discussed a potential strategic transaction, including points of emphasis related to a potential written offer.

On May 25, 2023, Mr. Jackson met with the CEO of Party E to discuss a potential strategic transaction, including the potential consideration mix.

Also on May 25, 2023, MITER sent an unsolicited indication of interest addressed to Messrs. Castaldi and Jackson and members of the PGTI Finance and Transaction Committee, which was formed by the PGTI board of directors on February 25, 2022, Mr. Hershberger, Brett Milgram and Floyd Sherman, offering to acquire PGTI for between $30.00 and $32.00 per share of PGTI common stock in an all-cash transaction (referred to as the “second MITER offer”). As with the first MITER offer, the second MITER offer stated that MITER had obtained committed financing from debt and equity financing sources in amounts sufficient to fully finance the proposed transaction. In connection with the second MITER offer, MITER provided copies of signed debt commitments and stated that it had prepared a draft of the definitive transaction agreement, which did not include a financing condition to closing. The second MITER offer was promptly made available to the entire PGTI board of directors.

On May 30, 2023, the PGTI board of directors convened a meeting by videoconference, with members of PGTI management and representatives of Evercore and Davis Polk in attendance. Mr. Jackson summarized the second MITER offer and provided an update on his conversations with MITER. Evercore presented a preliminary valuation analysis of PGTI, including a summary of market conditions, stock performance, trading multiples and financial analysis for PGTI, and discussed various options to respond to MITER. In light of (a) the recent financial performance of PGTI and the ability to continue pursuing the PGTI board of directors’ strategic plan, (b) discussions with certain PGTI stockholders, (c) the lack of definitiveness in MITER’s proposal by virtue of its inclusion of a price range as opposed to a single price, (d) the receipt of a higher verbal offer from Party E and (e) comparable transactions, the PGTI board of directors determined that the second MITER offer was inadequate and inferior to PGTI’s alternatives, and authorized Evercore to provide a verbal response to KeyBanc Capital Markets Inc. (referred to as “KeyBanc”), one of MITER’s financial advisors, rejecting the second MITER offer and noting that MITER should only provide a revised proposal if it represented a meaningful increase to the price reflected in the second MITER offer. Evercore and Mr. Jackson promptly provided that

41

response to KeyBanc and Mr. DeSoto, and Mr. Jackson and Evercore also informed Mr. DeSoto and KeyBanc that PGTI had received a verbal offer above the upper end of the second MITER offer.

Shortly thereafter, Party E informed PGTI that it would not be making an offer to acquire PGTI due to the implied leverage levels for Party E and the amount of stock Party E would have to offer at the valuation that had been discussed.

On June 22, 2023, after having a call with Mr. Jackson and Evercore and KeyBanc and Mr. DeSoto to preview the offer, MITER sent an unsolicited indication of interest addressed to Messrs. Hershberger, Milgram, Sherman, Castaldi and Jackson, offering to acquire PGTI for $33.00 per share of PGTI common stock in an all-cash transaction (referred to as the “third MITER offer”). As with the first MITER offer and the second MITER offer, the third MITER offer stated that MITER had obtained committed financing from debt and equity financing sources in amounts sufficient to fully finance the proposed transaction. The third MITER offer further stated that, including cash-settled total return swaps, MITER had total economic exposure to over 10% of PGTI’s shares, which it had acquired prior to the adoption of the rights dividend. The third MITER offer was promptly made available to the entire PGTI board of directors.

On June 28, 2023, the PGTI board of directors convened a meeting by videoconference, with members of PGTI management and representatives of Evercore and Davis Polk in attendance, and, in light of (a) the recent financial performance of PGTI and the ability to continue pursuing the PGTI board of directors’ strategic plan, including the new glass venture, (b) discussions with PGTI’s shareholders, and (c) the 2023 and 2024 financial forecasts, the PGTI board of directors concluded that the third MITER offer was not in the best interests of PGTI or its stockholders. Notwithstanding those considerations, the PGTI board of directors determined that it was advisable and in the best interest of PGTI stockholders for PGTI to provide certain limited information to MITER, on a confidential basis and without disclosing competitively sensitive information, sufficient to provide MITER the opportunity to submit a higher offer that properly accounted for PGTI’s value. On June 30, 2023, Mr. Jackson and Evercore conveyed the PGTI board of directors’ decision to KeyBanc and Mr. DeSoto, including a list of non-public information that PGTI would be willing to provide for this purpose.

On July 3, 2023, a representative of PGTI sent MITER a draft confidentiality agreement (referred to as the “MITER NDA”), which included an 18-month standstill.

On July 8, 2023, a representative of MITER sent a revised draft of the MITER NDA, in which MITER proposed to remove the standstill provision, among other changes, and requested that PGTI provide additional information beyond what PGTI had previously offered to provide.

On July 10, 2023, representatives of Evercore and Davis Polk discussed MITER’s July 8, 2023 request with Mr. Jackson and other members of PGTI’s senior management. PGTI instructed Evercore to respond to KeyBanc encouraging MITER to be more constructive.

On July 11, 2023, Evercore, on behalf of PGTI, informed KeyBanc that PGTI expected MITER to agree to a confidentiality agreement with a customary standstill and certain other provisions, but on that condition PGTI would be willing to share additional information with MITER.

On July 13, 2023, KeyBanc sent a due diligence request list to Evercore.

On July 16, 2023, PGTI authorized Evercore to send a revised due diligence request list, reflecting information that PGTI was willing to provide MITER, which list Evercore then provided to KeyBanc.

Between July 24, 2023 and August 28, 2023, PGTI, MITER and their representatives negotiated the terms of the MITER NDA.

42

PGTI and MITER executed the MITER NDA on August 28, 2023 with a standstill period through June 30, 2024. The standstill provision in the MITER NDA did not restrict MITER from making a confidential offer to PGTI and terminated, in accordance with its terms, upon PGTI’s entry into any definitive agreement with respect to a change in control transaction, and therefore terminated upon PGTI’s entry into the Masonite merger agreement.

On September 10, 2023, pursuant to the MITER NDA, PGTI provided Stinson LLP, MITER’s legal counsel (referred to as “Stinson”), with access to a virtual data room with certain select non-public information of PGTI (referred to as the “data room”). On September 11, 2023, pursuant to the MITER NDA, PGTI also provided MITER with access to the data room.

On September 21, 2023, certain members of PGTI management held a due diligence meeting with representatives of MITER to discuss the information provided.

On October 6, 2023, Evercore and KeyBanc held a meeting to discuss the reaction to the information in the data room and the due diligence session that occurred on September 21, 2023, and Evercore stated that PGTI expected that any future offer would represent a meaningful increase to the third MITER offer.

On October 9, 2023, representatives from Party F, a private equity firm (referred to as “Party F”), spoke with Mr. Jackson regarding a potential strategic transaction.

On October 10, 2023, Reuters published an article reporting that PGTI had rejected a $33.00 per share offer from MITER and that MITER was considering raising its bid to $36.00 per share.

On October 11, 2023, the Chief Investment Officer of Party F sent an email to Mr. Jackson expressing an interest in pursuing a potential strategic transaction with PGTI, but did not specify a price. However, he acknowledged the Reuters article from the prior day and the significance of the prices specified in the article.

On October 13, 2023, MITER sent an unsolicited indication of interest addressed to Messrs. Jackson, Hershberger, Castaldi, Milgram and Sherman, offering to acquire PGTI for $36.50 per share of PGTI common stock in an all-cash transaction (referred to as the “fourth MITER offer”). The fourth MITER offer stated that MITER had obtained committed financing from debt and equity financing sources in amounts sufficient to fully finance the proposed transaction and that its financial due diligence was “substantively complete.” MITER provided copies of the signed debt commitments with the fourth MITER offer. The fourth MITER offer was promptly made available to the entire PGTI board of directors.

Between October 17, 2023 and October 18, 2023, representatives of PGTI and Party F exchanged drafts of a confidentiality agreement (referred to as the “Party F NDA”), which included a 12-month standstill period. The standstill provision in the Party F NDA did not restrict Party F from making a confidential offer to PGTI and terminated, in accordance with its terms, upon PGTI’s entry into the Masonite merger agreement. PGTI and Party F executed the Party F NDA on October 18, 2023. On October 19, 2023, PGTI provided Party F with access to the data room.

Also on October 19, 2023, certain members of PGTI management held a due diligence meeting and plant tour with the chief investment officer and other representatives of Party F.

On October 21, 2023, Party F sent PGTI a supplemental information request list.

On October 23, 2023, the PGTI board of directors convened a meeting by videoconference, with members of PGTI management and representatives of Evercore and Davis Polk in attendance. Evercore summarized the proposed strategic transaction with MITER and interest from other parties, including Party F.

43

On October 25, 2023, at Masonite’s direction, Jefferies LLC (referred to as “Jefferies”), Masonite’s financial advisor, informed Evercore that Masonite was interested in making a mixed cash-and-stock bid to acquire PGTI. Later that day, Davis Polk sent a draft confidentiality agreement (referred to as the “Masonite NDA”) for Masonite that included an 18-month standstill period. The next day, at Masonite’s request and with PGTI’s authorization, Davis Polk revised the Masonite NDA to be a mutual confidentiality agreement and sent the revised Masonite NDA, which also included an 18-month standstill period, to Masonite. The following day, on October 27, 2023, Masonite sent a revised draft of the Masonite NDA to Davis Polk, with a nine-month standstill period. The same day, Davis Polk sent Masonite’s counsel, Wachtell Lipton Rosen & Katz LLP (referred to as “Wachtell Lipton”), a revised draft of the Masonite NDA, which the parties executed. The standstill provision in the Masonite NDA would not restrict Masonite from making a confidential offer to PGTI and terminated, in accordance with its terms, upon PGTI’s entry into the Masonite merger agreement.

On October 27, 2023, Party F informed PGTI that it would not make a bid based on its due diligence, the LBO financing environment and valuation expectations as a result of the rumored bid received by PGTI according to a Reuters article.

On October 28, 2023, Evercore provided Masonite with access to the data room.

On October 31, 2023, representatives of PGTI and Masonite held a meeting, and PGTI’s management team presented an overview of PGTI.

Also on October 31, 2023, the PGTI board of directors held a meeting, with members of PGTI management and representatives of Evercore attending. Evercore reviewed a preliminary financial analysis of PGTI as well as a potential framework for a transaction with Masonite. After also discussing the potential strategic transaction with MITER, the PGTI board of directors concluded that the fourth MITER offer insufficiently valued PGTI, but decided to propose a counteroffer of $40.00 per share.

On November 1, 2023, Mr. Jackson had a call with Mr. DeSoto and conveyed a counteroffer of $40.00 per share. In his conversation with Mr. Jackson, Mr. DeSoto told Mr. Jackson that if PGTI received an offer for $40, PGTI “should take it.” In conversations between MITER’s financial advisors and Evercore that same day, MITER’s financial advisors stated on MITER’s behalf: “As one of your largest stockholders, if you have an offer that starts with a 4, we encourage you to take that offer.”

On November 6, 2023, after a call between Mr. Jackson and Mr. DeSoto to preview the offer, MITER sent an unsolicited indication of interest to Messrs. Jackson, Hershberger, Castaldi, Milgram and Sherman, offering to acquire PGTI for $37.75 per share of PGTI common stock in an all-cash transaction (referred to as the “fifth MITER offer”). The fifth MITER offer stated that MITER had obtained committed financing from debt and equity financing sources in amounts sufficient to fully finance the proposed transaction and reiterated that MITER’s financial diligence was “substantively complete.” In the fifth MITER offer, MITER requested a response by November 9, 2023. The fifth MITER offer was promptly made available to the entire PGTI board of directors. In conversations between MITER’s financial advisors and Evercore that same day, MITER’s financial advisors reiterated, on MITER’s behalf, their message that PGTI should take an offer starting with a 4.

On November 7, 2023, Mr. Jackson held a call with Evercore and Davis Polk to discuss the fifth MITER offer.

On November 8, 2023, the PGTI board of directors convened a meeting by videoconference, with members of PGTI management and representatives of Evercore and Davis Polk in attendance, and concluded that the fifth MITER offer insufficiently valued PGTI, but decided to propose a counteroffer of $39.00 per share.

On November 9, 2023, Mr. Jackson had a call with Mr. DeSoto and conveyed a counteroffer of $39.00 per share. On that same day, Davis Polk, on behalf of PGTI, sent to Stinson a draft merger agreement, which was

44

identical to the first draft of the merger agreement sent to Masonite. The draft merger agreement included “hell-or-high-water” regulatory obligations and full specific performance rights, with the message that such draft would serve as a basis for negotiations, assuming MITER was willing to raise its offer to at least $39.00 per share in cash.

On November 13, 2023, Mr. Jackson held a call with Mr. DeSoto to discuss a potential strategic transaction with MITER. Following that call, MITER submitted a written offer to acquire PGTI for $38.25 per share of PGTI common stock in an all-cash transaction (referred to as the “sixth MITER offer”) which it indicated was its “best and final offer.” The sixth MITER offer was promptly made available to the entire PGTI board of directors. 

On November 14, 2023, Mr. Jackson and Mr. Heckes had a call to discuss a potential strategic transaction, and Masonite submitted a written proposal to acquire PGTI for $37.00 per share of PGTI common stock, comprised of $30.96 per share in cash and $6.04 per share in Masonite common shares. Mr. Jackson indicated that he believed such an offer would be insufficient for the PGTI board of directors given that Masonite’s offer would have to be at least $40.00 per share in order for PGTI to be willing to open negotiations with Masonite.

On November 16, 2023, Masonite submitted a revised written offer to acquire PGTI for $38.50 per share of PGTI common stock, comprised of $31.93 in cash and $6.57 in Masonite common shares (referred to as the “second Masonite offer”). The second Masonite offer was promptly verbally communicated to the entire PGTI board of directors. The second Masonite offer stated that the proposed transaction would be funded with cash on hand, new debt financing and the issuance of approximately $350 million of a new Masonite mandatorily convertible security and included a highly confident letter from Jefferies. The second Masonite offer further stated that Masonite would deliver definitive financing commitment papers at signing and that the proposed transaction would not be subject to a financing contingency. The second Masonite offer was subject to PGTI entering into exclusivity with Masonite. Mr. Heckes and Mr. Jackson held a call, on which Mr. Jackson reiterated that PGTI expected an offer of at least $40 and that he needed to hear back by the end of day on November 17, 2023.

Also on November 16, 2023, the PGTI board of directors convened a meeting at which representatives of Evercore reviewed the sixth MITER offer and a preliminary financial analysis of PGTI. Evercore also reviewed the second Masonite offer. The PGTI board of directors concluded that if Masonite could increase its offer to $40.00 a share while maintaining the same Masonite common share component, then the PGTI board of directors would support pursuing a transaction with Masonite, including entering into an exclusivity period. In reaching this conclusion, the PGTI board of directors noted that it was comfortable proceeding on this basis in reliance on MITER’s statements that its last proposal was its “best and final offer” and PGTI “should take [a deal at $40 per share].”

On November 17, 2023, Masonite submitted a revised non-binding written offer to acquire PGTI for $40.00 per share of PGTI common stock, comprised of $33.50 in cash and $6.50 in Masonite common shares (referred to as the “third Masonite offer”). The third Masonite offer was otherwise identical to the second Masonite offer in all material respects, and, as with the second Masonite offer, Masonite’s willingness to proceed was predicated on PGTI entering into exclusivity with Masonite. As part of the third Masonite offer, Masonite provided a draft exclusivity agreement (referred to as the “exclusivity agreement”), with a proposed exclusivity period expiring on January 2, 2024. The third Masonite offer was promptly made available to the entire PGTI board of directors.

Later on November 17, 2023, Davis Polk sent a draft of the Masonite merger agreement to Wachtell Lipton, which provided for, among other things, (a) “hell-or-high-water” regulatory obligations and full specific performance rights, (b) a termination fee of 2% of the implied equity value of PGTI and (c) Masonite increasing the size of its board by two members and appointing two members of the PGTI board of directors to fill such new board seats. Davis Polk also sent a revised draft of the exclusivity agreement to Masonite’s advisors, with a proposed exclusivity period expiring on December 15, 2023, indicating that PGTI would need to see Masonite’s initial mark-up of the Masonite merger agreement before it would consider entering into exclusivity with Masonite.

45

Over the next several days, Davis Polk and Wachtell Lipton exchanged drafts of the exclusivity agreement and discussed various matters in the Masonite merger agreement. On November 21, 2023, Mr. Heckes and Mr. Jackson discussed the proposed transaction and agreed to a termination fee of 3.5% of PGTI’s implied equity value and a reverse termination fee of 7.5% of PGTI’s implied equity value in the event that the transaction failed to close due to the other party’s breach of the agreement, except in the case of a willful breach in which case the breaching party would be fully liable for all damages caused by such willful breach. On the same day, based on the satisfactory resolution of Masonite merger agreement discussions, PGTI and Masonite entered into the exclusivity agreement which provided for an exclusivity period until December 15, 2023, subject to certain requirements and an extension until December 26, 2023, at Masonite’s election, if Masonite reaffirmed the proposed merger consideration and was continuing to pursue the proposed transaction in good faith on such date.

Also on November 21, 2023, the entire PGTI board of directors was informed that PGTI had entered into an exclusivity agreement with Masonite pursuant to the instructions of the PGTI board of directors at the meeting on November 16, 2023.

On November 22, 2023, Mr. Heckes and Mr. Jackson discussed the proposed transaction between PGTI and Masonite. Mr. Jackson also informed Mr. DeSoto that the PGTI board of directors had concluded that the sixth MITER offer was insufficient, did not serve as a basis for further discussions and that there was nothing further to discuss at that time.

On November 28, 2023, Davis Polk sent a revised draft of the Masonite merger agreement to Wachtell Lipton.

On November 28, 2023, without any solicitation from or on behalf of PGTI, KeyBanc requested a call with Evercore. Evercore held a call with KeyBanc and listened to their comments regarding the sixth MITER offer without engaging in any substantive discussions and informed MITER that PGTI was not interested in the sixth MITER offer and that there was nothing further to discuss. Later during that week, KeyBanc contacted Evercore on multiple occasions requesting a call. In accordance with the exclusivity agreement and upon instruction from PGTI, Evercore did not respond to such outreach.

On December 1, 2023, Mr. Jackson received unsolicited outreach from Mr. DeSoto requesting a call. Mr. Jackson responded on December 3, 2023, that he had time to connect on December 5, 2023, and a call was scheduled for that date.

On December 3, 2023, Wachtell Lipton sent a revised draft of the Masonite merger agreement to Davis Polk.

On December 4, 2023, PGTI and Masonite held a due diligence call on which representatives of Wachtell Lipton asked representatives of PGTI certain questions about PGTI’s business.

On December 5, 2023, Mr. DeSoto and Mr. Jackson held a call during which Mr. DeSoto asked how to bridge the gap between the sixth MITER offer and PGTI’s counterproposal of $39.00 per share. During the course of this call, Mr. DeSoto stated that MITER’s board was not willing to make a higher offer. Mr. Jackson reiterated that PGTI was not interested in the sixth MITER offer and that there was nothing further to discuss.

On December 6, 2023, PGTI and Masonite held a reverse due diligence call on which representatives of PGTI asked representatives of Masonite certain questions about Masonite’s business.

On December 7, 2023, the PGTI board of directors convened a meeting by videoconference, with members of PGTI management to, in part, discuss the status of the potential transaction with Masonite, and recent communications made by MITER.

46

Between December 7, 2023, and December 13, 2023, Davis Polk and Wachtell Lipton exchanged drafts of the Masonite merger agreement and held calls to discuss various points, including the marketing period required for Masonite to raise the funds required to finance the transaction.

On December 13, 2023, Reuters published an article reporting that PGTI had rejected a $38.00 per share offer from MITER and speculating about a possible future proposal from MITER.

On December 14, 2023, the PGTI board of directors convened a meeting by videoconference, with members of PGTI management and representatives of Evercore and Davis Polk in attendance, to discuss the status of the proposed transaction with Masonite and a potential new proposal from MITER. Evercore and Davis Polk also discussed the status and key proposed terms of the proposed transaction with Masonite and an expected increased offer from MITER. Evercore reviewed with the PGTI board of directors its preliminary financial analysis of the proposed transaction with Masonite, including in comparison to the expected increased MITER offer, which management believed would be $39.00 per share. Representatives of Davis Polk then reviewed the directors’ fiduciary duties in the context of considering the proposed transaction and alternatives, including the expected increased MITER offer, and summarized the terms of the current draft of the Masonite merger agreement. At the conclusion of the meeting, the PGTI board of directors, unanimously authorized PGTI management and PGTI’s advisors to proceed with finalizing a transaction with Masonite. The same day, MITER sent an unsolicited non-binding written indication of interest to PGTI, offering to acquire PGTI for $39.00 per share of PGTI common stock in an all-cash transaction (referred to as the “seventh MITER offer”). The seventh MITER offer stated that MITER had obtained committed financing from debt and equity financing sources in amounts sufficient to fully finance the proposed transaction and stated that its financing due diligence was “substantively complete.” MITER requested a response by December 18, 2023. The seventh MITER offer was promptly made available to the entire PGTI board of directors.

On December 14, 2023, PGTI and Evercore executed an engagement letter for Evercore’s representation of PGTI in connection with a strategic transaction. The next day, Evercore provided a disclosure letter, detailing any potential relationships it may have with respect to the potential strategic transactions involving PGTI.

On December 15, 2023, Evercore confirmed receipt of the seventh MITER offer in response to outreach from KeyBanc, but neither PGTI nor its other representatives otherwise responded to MITER’s proposal or outreach.

Also on December 15, 2023, Wachtell Lipton sent a revised draft of the Masonite merger agreement to Davis Polk that, among other things, extended the length of the marketing period, and informed Davis Polk that, in accordance with the exclusivity agreement, Masonite was extending the exclusivity period to December 26, 2023.

On December 16, 2023, Mr. Jackson discussed the proposed transaction with Mr. Heckes, and proposed a fixed exchange ratio that implied total consideration of $41.00 per share of PGTI common stock, comprised of $33.50 in cash and $7.50 in Masonite common shares based on the closing price of Masonite’s common shares as of December 15, 2023. In exchange for the proposed fixed exchange ratio, Mr. Heckes proposed that any remaining open items in the Masonite merger agreement be resolved consistent with Masonite’s positions.

Also on December 16, 2023, Davis Polk sent a revised draft of the Masonite merger agreement to Wachtell Lipton, that, among other things and in light of the seventh MITER offer, provided for a reduced termination fee payable by PGTI to 2.5% of PGTI’s implied equity value.

On December 17, 2023, Davis Polk and Wachtell Lipton exchanged drafts of the Masonite merger agreement, and the parties ultimately agreed that the definitive Masonite merger agreement would reflect total consideration to $41.00 per share of PGTI common stock as of signing, comprised of $33.50 in cash and 0.07353 Masonite common shares (having a value of $7.50 based on the closing price of Masonite common shares as of

47

December 15, 2023), and reached final resolutions on the marketing period and termination fees. The PGTI board of directors convened a meeting by videoconference, with members of PGTI management and representatives of Evercore and Davis Polk in attendance, to discuss the status and key proposed terms of the proposed transaction with Masonite. Representatives of Davis Polk summarized the revisions to the Masonite merger agreement since the December 14 meeting, including the termination fee payable by PGTI. Evercore then reviewed with the PGTI board of directors its financial analysis of the merger consideration and delivered to the PGTI board of directors its verbal opinion (which was subsequently confirmed in writing) to the effect that, as of that date and based upon and subject to the assumptions, limitations, qualifications and conditions described in Evercore’s opinion, the merger consideration per share of $33.50 in cash and 0.07353 Masonite common shares to be received by the holders of shares of PGTI common stock in the merger was fair, from a financial point of view, to such holders (other than Masonite or any subsidiary of Masonite or PGTI or any subsidiary of PGTI, or holders of dissenting shares). The PGTI board of directors also reviewed the disclosure letter and related information provided by Evercore on December 15, 2023 and determined that none of the disclosed relationships impacted Evercore’s ability to act in an independent and disinterested manner in rendering its services to PGTI in connection with a potential transaction. Following such discussion, the PGTI board of directors unanimously approved the transaction with Masonite.

On the night of December 17, 2023, Masonite’s board of directors convened a meeting and unanimously approved the Masonite merger agreement. Later that night, PGTI, Masonite and its merger subsidiary executed the Masonite merger agreement.

Before the opening of NYSE normal trading hours on December 18, 2023, PGTI and Masonite issued a joint press release announcing the Masonite merger agreement and held a joint investor call to discuss the merger.

On January 2, 2024, MITER sent an unsolicited offer letter offering to acquire PGTI for $41.50 per share of PGTI common stock in an all-cash transaction (referred to as the “eighth MITER offer”). In connection with the eighth MITER offer, MITER provided copies of the commitment letters and a draft of the merger agreement. The offer was not subject to due diligence or any financing condition. On the same day, PGTI shared such offer with Masonite in accordance with the Masonite merger agreement and issued a press release disclosing the receipt of such offer and stating that the PGTI board of directors would consider whether such offer constituted a superior proposal.

On January 5, 2024, the PGTI board of directors convened a meeting by videoconference, with members of PGTI management and Davis Polk in attendance, to discuss the eighth MITER offer. Davis Polk presented a privileged comparison of certain closing certainty risks under the Masonite merger agreement and the eighth MITER offer. After such presentation, representatives of Evercore joined to present a financial comparison of the Masonite merger agreement and the eighth MITER offer and potential responses. After the PGTI board of directors asked various questions of its advisors and PGTI management and after discussion, the PGTI board of directors unanimously determined that, while the eighth MITER offer was not a superior proposal, the eighth MITER offer would reasonably be expected to lead to a superior proposal if MITER were to agree to certain improved terms and conditions and authorized PGTI’s management and advisors to enter into discussions with MITER to explore the possibility of a transaction with MITER on an acceptable basis that was superior to the existing transaction with Masonite.

On the night of January 7, 2024, Mr. Jackson called Mr. DeSoto to inform him of the determination of the PGTI board of directors.

On January 8, 2024, PGTI published a press release announcing that the PGTI board of directors had unanimously determined that the eighth MITER offer would reasonably be expected to lead to a superior proposal and that PGTI was planning to engage in discussion with MITER.

Later on January 8, 2024, Mr. Jackson and Mr. Heckes held a call to discuss the merger and the eighth MITER offer. The same day, Mr. Jackson and a member of the board of managers of MITER held an

48

introductory call in which they discussed some of the issues raised in the PGTI press release and the deal more generally.

Also on January 8, 2024, Mr. Jackson, Mr. DeSoto and the respective legal and financial advisors of PGTI and MITER held a call to discuss the process and next steps. After such call, Davis Polk, on behalf of PGTI, sent Stinson a revised draft of the merger agreement and a draft clean team agreement. The revised draft of the merger agreement provided for, among other things, a regulatory termination fee payable by MITER equal to 9% of the implied equity value of the proposed transaction in certain circumstances in which regulatory approval was not received and that MITER pay the termination fee due to Masonite in the event PGTI terminated the Masonite merger agreement to enter into a superior proposal with MITER.

On January 9, 2024, representatives from Davis Polk and Stinson held a call to clarify certain points in the commitment letters.

On January 10, 2024, Mr. Jackson and Mr. Heckes held a call to discuss progress on the merger.

Also on January 10, 2024, representatives from Davis Polk and Stinson held a call to clarify certain points in the draft merger agreement that Davis Polk had sent.

On January 12, 2024, Mr. DeSoto called Mr. Jackson to inform him that that MITER would be submitting a revised offer. Later that day, representatives of MITER sent PGTI a revised letter offering to acquire PGTI for $42.00 per share of PGTI common stock in an all-cash transaction (referred to as the “ninth MITER offer”). In connection with the ninth MITER offer, MITER provided revised copies of signed debt and equity commitment letters and a draft of the proposed merger agreement, which, among other things, accepted PGTI’s proposals that MITER pay (a) a regulatory termination fee equal to 9% of the implied equity value of the proposed transaction in certain circumstances in which regulatory approval was not received and (b) the termination fee due to Masonite in the event PGTI terminated the Masonite merger agreement to enter into a superior proposal with MITER. The ninth MITER offer stated that MITER’s confirmatory diligence was complete and that such offer was not subject to any financing condition. On the same day, Davis Polk, on behalf of PGTI, shared the ninth MITER offer with Masonite in accordance with the Masonite merger agreement, and Mr. Jackson informed Mr. Heckes of such offer. The ninth MITER offer was promptly shared with the PGTI board of directors.

On January 14, 2024, Davis Polk sent a revised draft of the debt commitment letter and certain financing-related edits to the merger agreement to Simpson Thacher & Bartlett LLP, financing counsel to MITER (referred to as “STB”).

On January 14, 2024, Mr. Jackson called a member of the board of managers of MITER to make the case for MITER to increase its proposal to acquire PGTI above $42.00 per share of PGTI common stock in advance of the meeting of the PGTI board of directors the following day. MITER declined to increase its offer.

On January 15, 2024, the PGTI board of directors convened a meeting by videoconference, with members of PGTI management and representatives of Evercore and Davis Polk in attendance, to discuss the ninth MITER offer. At this meeting, representatives of Davis Polk summarized the material non-price changes to MITER’s proposal, and answered questions regarding closing certainty of the proposed transaction with MITER. In addition, representatives of Evercore then reviewed with the PGTI board of directors its financial analysis of the merger consideration offered by MITER. Following such discussion, the PGTI board of directors unanimously determined that the ninth MITER offer constituted a “Superior Proposal” (as defined in the Masonite merger agreement) and instructed Evercore to inform Masonite and MITER of the same, and to negotiate with Masonite in good faith (to the extent Masonite wishes to negotiate) to make such adjustments to the terms and conditions of the Masonite merger agreement as Masonite may propose as contemplated by Section 6.04(d) of the Masonite merger agreement.

49

That night, following such meeting, Mr. Jackson informed Mr. Heckes of the PGTI board of directors’ determination. Masonite subsequently confirmed that it would not exercise its match rights under the Masonite merger agreement. Later that night, following such confirmation, Wachtell Lipton sent Davis Polk a draft of a termination agreement (referred to as the “Masonite termination agreement”), pursuant to which PGTI would terminate the Masonite merger agreement and agree to cause the termination fee due to Masonite thereunder to be paid, and Masonite would waive its match rights. Between January 15, 2024, and January 16, 2024, Davis Polk and Wachtell Lipton exchanged drafts of the Masonite termination agreement.

On January 16, 2024, Davis Polk and Stinson exchanged drafts of, and finalized, the merger agreement, and STB sent the final version of the debt commitment letter.

Also on January 16, 2024, Evercore delivered its updated disclosure letter, detailing any potential relationships it may have with respect to the potential strategic transactions involving PGTI.

On January 16, 2024, the PGTI board of directors convened a meeting by videoconference, with members of PGTI management and representatives of Evercore and Davis Polk in attendance, to discuss the ninth MITER offer. Representatives of Davis Polk summarized the terms of the merger agreement. Evercore then reviewed with the PGTI board of directors its financial analysis of the merger consideration and delivered to the PGTI board of directors its verbal opinion (which was subsequently confirmed in writing) to the effect that, as of that date and based upon and subject to the assumptions, limitations, qualifications and conditions described in Evercore’s opinion, the merger consideration of $42.00 in cash per share to be received by the holders of shares of PGTI common stock in the merger was fair, from a financial point of view, to such holders (other than MITER or any subsidiary of MITER or PGTI or any subsidiary of PGTI, or holders of dissenting shares). The PGTI board of directors also reviewed the updated disclosure letter provided by Evercore earlier that day and determined that none of the disclosed relationships impacted Evercore’s ability to act in an independent and disinterested manner in rendering its services to PGTI in connection with the proposed transaction. Following such discussion, the PGTI board of directors unanimously approved the transaction with MITER, for the reasons described in the section titled “—PGTI’s Reasons for the Merger; Recommendation of the PGTI Board of Directors” and resolved to recommend the merger to PGTI stockholders.

Shortly after the meeting, PGTI, MITER and Merger Sub executed the merger agreement, and, concurrently with such execution, PGTI and Masonite executed the Masonite termination agreement and MITER, on behalf of PGTI, paid the termination fee due to Masonite under the Masonite merger agreement.

Before the opening of NYSE normal trading hours on January 17, 2024, PGTI and MITER issued a joint press release announcing the merger agreement and the termination of the Masonite merger agreement.

PGTI’s Reasons for the Merger; Recommendation of the PGTI Board of Directors

At its January 16, 2024 meeting held to evaluate the merger, the PGTI board of directors unanimously (i) determined that the merger agreement and the transactions contemplated thereby are fair to and in the best interests of PGTI and its stockholders, (ii) declared it advisable to enter into the merger agreement and consummate the transactions contemplated thereby upon the terms and subject to the conditions set forth therein, (iii) approved the execution and delivery of the merger agreement by PGTI, the performance by PGTI of its covenants and other obligations thereunder and the consummation of the transactions contemplated thereby upon the terms and conditions set forth therein, (iv) resolved to recommend that PGTI stockholders adopt the merger agreement in accordance with the DGCL and (v) directed that the adoption of the merger agreement be submitted for consideration by PGTI stockholders at a meeting thereof. The PGTI board of directors further approved, adopted and declared advisable the certificate of incorporation amendment. The PGTI board of directors recommends that PGTI stockholders vote:

50

In evaluating the merger agreement and arriving at its determination, the PGTI board of directors consulted with PGTI’s senior management, representatives of PGTI’s financial advisor, Evercore, and PGTI’s outside legal counsel, Davis Polk, and considered a number of substantive factors, both positive and negative, and potential benefits and detriments of the merger to PGTI and PGTI stockholders. The PGTI board of directors believed that, taken as a whole, the following factors supported its decision to approve the merger:

51

52

The PGTI board of directors also considered certain potentially negative factors in its deliberations concerning the merger, including the following:

53

The PGTI board of directors concluded that the potentially negative factors associated with the merger were significantly outweighed by the potential benefits that it expected the PGTI stockholders would achieve as a result of the merger. The PGTI board of directors believed that the merger would maximize the immediate value of PGTI stockholders’ shares and minimize the risks and uncertainty affecting the future prospects of PGTI, including the potential execution risks associated with its stand-alone financial plan. Accordingly, the PGTI board of directors unanimously (a) determined that the merger agreement and the transactions contemplated thereby are fair to and in the best interests of PGTI and its stockholders, (b) declared it advisable to enter into the merger agreement and consummate the transactions contemplated thereby upon the terms and subject to the conditions set forth therein, (c) approved (i) the execution and delivery of the merger agreement by PGTI, (ii) the performance by PGTI of its covenants and other obligations thereunder and (iii) the consummation of the transactions contemplated thereby upon the terms and conditions set forth therein, (d) resolved to recommend that PGTI stockholders adopt the merger agreement in accordance with the DGCL and (e) directed that the adoption of the merger agreement be submitted for consideration by PGTI stockholders at a meeting thereof.

In addition, the PGTI board of directors was aware of and considered the interests that PGTI’s directors and executive officers may have with respect to the merger that differ from, or are in addition to, the interests of PGTI stockholders generally, as described below under “—Interests of PGTI’s Directors and Executive Officers in the Merger.”

The foregoing discussion of the information and factors considered by the PGTI board of directors is not exhaustive, but PGTI believes it includes all the material factors considered by the PGTI board of directors. In view of the wide variety of factors considered in connection with its evaluation of the merger and the complexity of these matters, the PGTI board of directors did not consider it practicable to, and did not attempt to, quantify or otherwise assign relative or specific weight or values to any of these factors. Rather, the PGTI board of directors viewed its position and recommendation as being based on an overall analysis and on the totality of the information presented to and factors considered by it. In addition, in considering the factors described above, individual directors may have given different weights to different factors. The PGTI board of directors based its unanimous recommendation on the totality of the information presented.

This explanation of PGTI’s reasons for the merger and other information presented in this section is forward-looking in nature and, therefore, should be read in light of the factors described under “Cautionary Statement Regarding Forward-Looking Statements.”

Opinion of PGTI’s Financial Advisor

PGTI retained Evercore to act as its financial advisor in connection with the PGTI board of directors’ evaluation of strategic and financial alternatives, including the merger. As part of this engagement, PGTI requested that Evercore evaluate the fairness, from a financial point of view, of the merger consideration to be received by the holders of PGTI common stock (other than MITER or any subsidiary of MITER or PGTI or any subsidiary of PGTI, or holders of dissenting shares). At a meeting of the PGTI board of directors held on January 16, 2024, Evercore rendered to the PGTI board of directors its opinion to the effect that, as of January 16, 2024 and based upon and subject to the assumptions, limitations, qualifications and conditions described in Evercore’s opinion, the merger consideration of $42.00 in cash per share to be received by the holders of PGTI common stock in the merger was fair, from a financial point of view, to such holders (other than MITER or any subsidiary of MITER or PGTI or any subsidiary of PGTI, or holders of dissenting shares).

54

The full text of the written opinion of Evercore, dated January 16, 2024, which sets forth, among other things, the procedures followed, assumptions made, matters considered and qualifications and limitations on the scope of review undertaken in rendering its opinion, is attached as Annex C to this proxy statement and is incorporated herein by reference. PGTI encourages you to read this opinion carefully and in its entirety. Evercore’s opinion was addressed to, and provided for the information and benefit of, the PGTI board of directors (in its capacity as such) in connection with its evaluation of the proposed merger. The opinion does not constitute a recommendation to the PGTI board of directors or to any other persons in respect of the merger, including as to how any holder of shares of PGTI common stock should vote or act in respect of the merger. Evercore’s opinion does not address the relative merits of the merger as compared to other business or financial strategies that might be available to PGTI, nor does it address the underlying business decision of PGTI to engage in the merger.

In connection with rendering its opinion Evercore, among other things:

For purposes of Evercore’s analysis and opinion, Evercore assumed and relied upon the accuracy and completeness of the financial and other information publicly available, and all of the information supplied or otherwise made available to, discussed with, or reviewed by Evercore, without any independent verification of such information (and Evercore did not assume responsibility or liability for any independent verification of such information), and further relied upon the assurances of the management of PGTI that they were not aware of any facts or circumstances that would make such information inaccurate or misleading. With respect to the forecast, Evercore assumed with PGTI’s consent that it had been reasonably prepared on bases reflecting the best currently available estimates and good faith judgments of the management of PGTI as to the future financial performance of PGTI and the other matters covered thereby. Evercore expressed no view as to the forecast or the assumptions on which it was based.

For purposes of Evercore’s analysis and opinion, Evercore assumed, in all respects material to its analysis, that the representations and warranties of each party contained in the merger agreement were true and correct, that each party would perform all of the covenants and agreements required to be performed by it under the merger agreement and that all conditions to the consummation of the merger would be satisfied without waiver or modification thereof. Evercore further assumed, in all respects material to its analysis, that all governmental, regulatory or other consents, approvals or releases necessary for the consummation of the merger would be obtained without any delay, limitation, restriction or condition that would have an adverse effect on PGTI or the

55

consummation of the merger or reduce the contemplated benefits to the holders of shares of PGTI common stock of the merger.

Evercore did not conduct a physical inspection of the properties or facilities of PGTI and did not make or assume any responsibility for making any independent valuation or appraisal of the assets or liabilities (including any contingent, derivative or other off-balance sheet assets and liabilities) of PGTI, nor was Evercore furnished with any such valuations or appraisals, nor did Evercore evaluate the solvency or fair value of PGTI under any state or federal laws relating to bankruptcy, insolvency or similar matters. Evercore’s opinion is necessarily based upon information made available to Evercore as of January 16, 2024, and financial, economic, market and other conditions as they existed and as could be evaluated as of that date. It was understood that subsequent developments may affect Evercore’s opinion and Evercore does not have any obligation to update, revise or reaffirm its opinion.

Evercore was not asked to pass upon, and expressed no opinion with respect to, any matter other than the fairness to the holders of the PGTI common stock (other than MITER or any subsidiary of MITER or PGTI or any subsidiary of PGTI, or holders of dissenting shares), from a financial point of view, of the merger consideration. Evercore did not express any view on, and Evercore’s opinion does not address, the fairness of the proposed transaction to, or any consideration received in connection therewith by, the holders of any other class of securities, creditors or other constituencies of PGTI, nor as to the fairness of the amount or nature of any compensation to be paid or payable to any of the officers, directors or employees of PGTI, or any class of such persons, whether relative to the merger consideration or otherwise. Evercore was not asked to, nor did Evercore express any view on, and Evercore’s opinion did not address, any other term or aspect of the merger agreement or the proposed merger, including, without limitation, the structure or form of the proposed merger, or any term or aspect of any other agreement or instrument contemplated by the merger agreement or entered into or amended in connection with the merger agreement. Evercore’s opinion did not address the relative merits of the proposed merger as compared to other business or financial strategies that might be available to PGTI, nor did it address the underlying business decision of PGTI to engage in the proposed merger. Evercore’s opinion did not constitute a recommendation to the PGTI board of directors or to any other persons in respect of the proposed merger, including as to how any holder of shares of PGTI common stock should vote or act in respect of the proposed merger. Evercore expressed no opinion as to the price at which shares of PGTI common stock will trade at any time, as to the potential effects of volatility in the credit, financial and stock markets on PGTI or the proposed merger or as to the impact of the proposed merger on the solvency or viability of PGTI or the ability of PGTI to pay its obligations when they come due. Evercore is not a legal, regulatory, accounting or tax expert and has assumed the accuracy and completeness of assessments by PGTI and its advisors with respect to legal, regulatory, accounting and tax matters.

Set forth below is a summary of the material financial analyses reviewed by Evercore with the PGTI board of directors on January 16, 2024, in connection with rendering its opinion. The following summary, however, does not purport to be a complete description of the analyses performed by Evercore. The order of the analyses described and the results of these analyses do not represent relative importance or weight given to these analyses by Evercore. Except as otherwise noted, the following quantitative information, to the extent that it is based on market data, is based on market data that existed on or before January 12, 2024 (the last trading date prior to the rendering of Evercore’s opinion), and is not necessarily indicative of current market conditions.

For purposes of its analyses and reviews, Evercore considered general business, economic, market and financial conditions, industry sector performance, and other matters, as they existed and could be evaluated as of the date of its opinion, many of which are beyond the control of PGTI. The estimates contained in Evercore’s analyses and reviews, and the ranges of valuations resulting from any particular analysis or review, are not necessarily indicative of actual values or predictive of future results or values, which may be significantly more or less favorable than those suggested by Evercore’s analyses and reviews. In addition, analyses and reviews relating to the value of companies, businesses or securities do not purport to be appraisals or to reflect the prices at which companies, businesses or securities actually may be sold. Accordingly, the estimates used in, and the results derived from, Evercore’s analyses and reviews are inherently subject to substantial uncertainty.

56

The following summary of Evercore’s financial analyses includes information presented in tabular format. In order to fully understand the analyses, the tables should be read together with the full text of each summary. The tables are not intended to stand alone and alone do not constitute a complete description of Evercore’s financial analyses. Considering the tables below without considering the full narrative description of Evercore’s financial analyses, including the methodologies and assumptions underlying such analyses, could create a misleading or incomplete view of such analyses.

Summary of Evercore’s Financial Analyses

Discounted Cash Flow Analysis

Evercore performed a discounted cash flow analysis of PGTI to calculate the estimated present value of the standalone unlevered, after-tax free cash flows, defined as net operating profit after tax, plus depreciation and amortization, less changes in net working capital and capital expenditures, that PGTI was forecasted to generate during PGTI’s fiscal years 2024 through 2028 for each of (i) PGTI’s core business (referred to as the “core business”) and (ii) PGTI’s Triple Diamond Glass business (referred to as “Triple Diamond Glass”), each based on the forecast (as described in more detail under “—Certain Financial Projections Utilized by the PGTI Board of Directors and PGTI’s Financial Advisor” and “—PGTI Management Financial Projections”). Evercore calculated terminal values for PGTI by applying perpetuity growth rates of (i) 3.0% to 4.0% for the core business and (ii) 3.0% to 5.0% for Triple Diamond Glass, which ranges were selected based on Evercore’s professional judgment and experience, to terminal year estimates of the unlevered, after-tax free cash flows that PGTI was forecasted to generate for the core business and Triple Diamond Glass, respectively, in each case based on the forecast. The cash flows and terminal values in each case were then discounted to present value as of December 31, 2023, using discount rates ranging from (i) 11.5% to 13.5% for the core business and (ii) 15.5% to 18.0% for Triple Diamond Glass, each of which were based on an estimate of PGTI’s weighted average cost of capital for the applicable business, and the mid-year cash flow discounting convention. Evercore then aggregated the estimated present values of the core business and Triple Diamond Glass in order to calculate an estimate of present value for PGTI as a whole. Based on this range of implied enterprise values, PGTI’s estimated net debt (calculated as total debt less cash and cash equivalents) as of December 31, 2023, and the number of fully diluted shares of PGTI common stock as of December 30, 2023, in each case as provided by PGTI management, this analysis indicated ranges of implied equity values per share of PGTI common stock, rounded to the nearest $0.25, of (i) $28.25 to $42.50 for the core business only and (ii) $30.50 to $46.00 for PGTI on a consolidated basis, including the core business and Triple Diamond Glass, in each case compared to the merger consideration of $42.00 in cash per share of PGTI common stock.

Selected Public Company Trading Analysis

Evercore reviewed and compared certain financial information of PGTI to corresponding financial multiples and ratios for the following selected publicly traded companies in the North America building products industry (referred to as the “selected companies”):

57

For each of the selected companies, Evercore calculated enterprise value (defined as equity market capitalization plus total debt, plus preferred equity and minority interest, less cash and cash equivalents) as a multiple of estimated 2024 earnings before interest, taxes, depreciation and amortization before stock-based compensation expense (referred to as “Adjusted EBITDA” and such estimated 2024 earnings referred to as “2024E Adjusted EBITDA”), based on closing share prices as of January 12, 2024, except for Masonite International Corporation, whose closing share price was based on information as of December 15, 2023. Estimated financial data of the selected companies were based on publicly available research analysts’ estimates.

This analysis indicated the following:

Based on the multiples it derived for the selected companies and based on its professional judgment and experience, Evercore applied an enterprise value/Adjusted EBITDA multiple reference range of 7.0x – 9.0x to PGTI’s 2024E Adjusted EBITDA based on the forecast. Based on this range of implied enterprise values, PGTI’s estimated net debt (calculated as total debt less cash and cash equivalents) as of December 31, 2023, and the number of fully diluted shares of PGTI common stock as of December 30, 2023, in each case as provided by PGTI management, this analysis indicated a range of implied equity values per share of PGTI common stock, rounded to the nearest $0.25, of $27.00 to $37.75, compared to the merger consideration of $42.00 in cash per share of PGTI common stock.

Although none of the selected companies is directly comparable to PGTI, Evercore selected these companies because they are publicly traded companies in the North America building products industry that Evercore, in its professional judgment and experience, considered generally relevant to PGTI for purposes of its financial analyses. In evaluating the selected companies, Evercore made judgments and assumptions with regard to general business, economic and market conditions affecting the selected companies and other matters, as well as differences in the selected companies’ financial, business and operating characteristics. Accordingly, an evaluation of the results of this analysis is not entirely mathematical. Rather, this analysis involves complex considerations and judgments regarding many factors that could affect the relative values of the selected companies and the multiples derived from the selected companies. Mathematical analysis, such as determining the mean or median, is not in itself a meaningful method of using the data of the selected companies.

Selected Transactions Analysis

Evercore reviewed financial information related to the following selected transactions involving target companies in the windows and doors industry announced since 2014 (referred to as the “selected transactions”). The selected transactions reviewed by Evercore, and the month and year each was announced, were as follows:

58

For each selected transaction, Evercore calculated the implied enterprise value (defined as the target company’s implied equity value based on the consideration paid in the applicable transaction plus total debt, plus preferred equity and minority interest, less cash and cash equivalents) as a multiple of last twelve-month Adjusted EBITDA for the target company at the time of the announcement of the applicable transaction, which we refer to as “LTM Adjusted EBITDA.” Estimated financial data of the selected transactions were based on publicly available information at the time of announcement of the relevant transaction.

This analysis indicated the following:

Based on the multiples it derived from the selected transactions and based on its professional judgment and experience, Evercore selected a reference range of enterprise value to LTM Adjusted EBITDA multiples of 8.5x to 11.5x and applied this range of multiples to PGTI’s estimated Adjusted EBITDA for fiscal year 2023, based on the forecast. Based on this range of implied enterprise values, PGTI’s estimated net debt (calculated as total debt less cash and cash equivalents) as of December 31, 2023, and the number of fully diluted shares of PGTI common stock as of December 30, 2023, in each case as provided by PGTI management, this analysis indicated a range of implied equity values per share of PGTI common stock, rounded to the nearest $0.25, of $29.75 to $44.00, compared to the merger consideration of $42.00 in cash per share of PGTI common stock.

Although none of the target companies or businesses reviewed in the selected transactions analysis is directly comparable to PGTI and none of the selected transactions is directly comparable to the merger, Evercore selected these transactions because they involve companies or businesses that Evercore, in its professional judgment and experience, considered generally relevant to PGTI for purposes of its financial analyses. In evaluating the selected transactions, Evercore made judgments and assumptions with regard to general business, economic and market conditions and other factors existing at the time of the selected transactions, and other matters, as well as differences in financial, business and operating characteristics and other factors relevant to the target companies or businesses in the selected transactions. Accordingly, an evaluation of the results of this analysis is not entirely mathematical. Rather, this analysis involves complex considerations and judgments regarding many factors that could affect the relative values of the target companies or businesses in the selected transactions and the multiples derived from the selected transactions. Mathematical analysis, such as determining the mean or median, is not in itself a meaningful method of using the data of the selected transactions.

59

Other Factors

Evercore also noted certain other factors, which were not considered material to its financial analyses with respect to its opinion, but were referenced for informational purposes only, including, among other things, the following:

Last 52-Week Trading Range

Evercore reviewed historical trading prices of shares of PGTI common stock during the twelve-month period ended October 9, 2023, the last trading day prior to the public disclosure of the third MITER offer, noting that the low and high closing prices during such period ranged from $17.53 to $29.17 per share of PGTI common stock, respectively.

Equity Research Analyst Price Targets

Evercore reviewed selected public market trading price targets for the shares of PGTI common stock prepared and published by equity research analysts that were publicly available as of October 9, 2023, the last trading day prior to the public disclosure of the third MITER offer. These price targets reflect analysts’ estimates of the future public market trading price of the shares of PGTI common stock at the time the price target was published. As of October 9, 2023, the range of selected equity research analyst price targets per share of the last trading day prior to the public disclosure of a bid for the acquisition of PGTI common stock was $27.50 to $37.00. Public market trading price targets published by equity research analysts do not necessarily reflect current market trading prices for the shares of PGTI common stock and these target prices and the analysts’ earnings estimates on which they were based are subject to risk and uncertainties, including factors affecting the financial performance of PGTI and future general industry and market conditions.

Miscellaneous

The foregoing summary of Evercore’s financial analyses does not purport to be a complete description of the analyses or data presented by Evercore to the PGTI board of directors. In connection with the review of the merger by the PGTI board of directors, Evercore performed a variety of financial and comparative analyses for purposes of rendering its opinion. The preparation of a fairness opinion is a complex process and is not necessarily susceptible to partial analysis or summary description. Selecting portions of the analyses or of the summary described above, without considering the analyses as a whole, could create an incomplete view of the processes underlying Evercore’s opinion. In arriving at its fairness determination, Evercore considered the results of all the analyses and did not draw, in isolation, conclusions from or with regard to any one analysis or factor considered by it for purposes of its opinion. Rather, Evercore made its determination as to fairness on the basis of its professional judgment and experience after considering the results of all the analyses. In addition, Evercore may have given various analyses and factors more or less weight than other analyses and factors, and may have deemed various assumptions more or less probable than other assumptions. As a result, the ranges of valuations resulting from any particular analysis or combination of analyses described above should not be taken to be the view of Evercore with respect to the actual value of the shares of PGTI common stock. Rounding may result in total sums set forth in this section not equaling the total of the figures shown.

Evercore prepared these analyses for the purpose of providing an opinion to the PGTI board of directors as to the fairness, from a financial point of view, of the merger consideration to the holders of shares of PGTI common stock (other than MITER or any subsidiary of MITER or PGTI or any subsidiary of PGTI, or holders of the dissenting shares). These analyses do not purport to be appraisals or to necessarily reflect the prices at which the business or securities actually may be sold. Any estimates contained in these analyses are not necessarily indicative of actual future results, which may be significantly more or less favorable than those suggested by such estimates. Accordingly, estimates used in, and the results derived from, Evercore’s analyses are inherently subject to substantial uncertainty, and Evercore assumes no responsibility if future results are materially different from those forecasted in such estimates.

60

Evercore’s financial advisory services and its opinion were provided for the information and benefit of the PGTI board of directors (in its capacity as such) in connection with its evaluation of the proposed merger. The issuance of Evercore’s opinion was approved by an Opinion Committee of Evercore.

Evercore did not recommend any specific amount of consideration to the PGTI board of directors or PGTI management or that any specific amount of consideration constituted the only appropriate consideration in the merger for the holders of PGTI common stock.

Pursuant to the terms of Evercore’s engagement letter with PGTI, PGTI has agreed to pay Evercore a fee for its services in an estimated amount, based on the information available as of the date of announcement, of approximately $46 million, $0.5 million of which was paid upon delivery of Evercore’s opinion, $5 million of which was paid upon delivery by Evercore of an opinion in connection with the proposed acquisition of PGTI by Masonite, and the balance of which will be payable contingent upon the consummation of the merger. PGTI has also agreed to reimburse Evercore for its expenses and to indemnify Evercore against certain liabilities arising out of its engagement.

During the two-year period prior to the date of its opinion, Evercore and its affiliates have provided financial advisory services to PGTI and received fees for the rendering of these services in the amount of approximately $5 million, which includes the fee received upon delivery by Evercore of its opinion in connection with the proposed acquisition of PGTI by Masonite. In addition, during the two-year period prior to the date of its opinion, Evercore and its affiliates have not been engaged to provide financial advisory or other services to MITER, and Evercore has not received any compensation from MITER during such period. During such period, Evercore and its affiliates have provided financial advisory services to certain affiliates of Koch, a significant shareholder of MITER, and received fees of approximately $2 million for the rendering of these services, and none of such services or fees were related to transactions with or involving PGTI. Evercore may provide financial advisory or other services to PGTI, MITER and Koch and/or any of their respective affiliates or portfolio companies in the future, and in connection with any such services Evercore may receive compensation.

Evercore and its affiliates engage in a wide range of activities for its and their own accounts and the accounts of customers, including corporate finance, mergers and acquisitions, equity sales, trading and research, private equity, placement agent, asset management and related activities. In connection with these businesses or otherwise, Evercore and its affiliates and/or its or their respective employees, as well as investment funds in which any of them may have a financial interest, may at any time, directly or indirectly, hold long or short positions and may trade or otherwise effect transactions for their own accounts or the accounts of customers, in debt or equity securities, senior loans and/or derivative products or other financial instruments of or relating to PGTI or its affiliates, MITER, potential parties to the merger and their respective affiliates or persons that are competitors, customers or suppliers of PGTI.

PGTI engaged Evercore to act as a financial advisor based on Evercore’s qualifications, experience and reputation and Evercore’s familiarity with PGTI. Evercore is an internationally recognized investment banking firm and regularly provides fairness opinions to its clients in connection with mergers and acquisitions, leveraged buyouts and valuations for corporate and other purposes.

Certain Financial Projections Utilized by the PGTI Board of Directors and PGTI’s Financial Advisor

While PGTI has from time to time provided limited financial guidance to investors, PGTI’s management does not, as a matter of course, otherwise publicly disclose forecasts or internal projections as to future performance due to, among other things, the inherent difficulty of predicting financial performance for future periods and the likelihood that the underlying assumptions and estimates may not be realized. In connection with the merger, PGTI provided certain unaudited non-public financial projections regarding PGTI to the PGTI board of directors (referred to as the “financial projections”). At the direction of the PGTI board of directors, the financial projections were also provided to, and approved for use by, Evercore for purposes of performing its

61

financial analysis in connection with rendering its opinion to the PGTI board of directors (as more fully described above under “—Opinion of PGTI’s Financial Advisor”). A summary of the financial projections is included below to give PGTI stockholders access to certain information that was considered by the PGTI board of directors for purposes of evaluating the merger. These projections are not, and should not be viewed as, public guidance or even targets.

The financial projections, while presented with numerical specificity, were based on numerous variables and assumptions, including about future performance, that are inherently uncertain and many of which are beyond PGTI’s control. The financial projections reflect numerous estimates, assumptions and judgments made by PGTI management, based on information available at the time the financial projections were developed, with respect to industry performance and competition, general business, economic, regulatory, market and financial conditions, other future events and matters specific to PGTI’s business, all of which are difficult to predict and many of which are beyond PGTI’s control. There can be no assurances that the financial projections accurately reflect future trends or accurately estimate PGTI’s future financial and operating performance. The financial projections also reflect assumptions as to certain business decisions that are subject to change. Important factors that may affect actual results and cause the financial projections not to be achieved include, but are not limited to, risks and uncertainties relating to PGTI’s business (including the ability to achieve strategic goals, objectives and targets over the applicable periods), industry performance, general business and economic conditions and other factors described in or referenced under the section titled “Cautionary Statement Regarding Forward-Looking Statements” and those risks and uncertainties detailed in PGTI’s public filings with the SEC. Further, the financial projections cover multiple years and by their nature become subject to greater uncertainty with each successive year. Accordingly, there can be no assurance that the financial projections will be realized, and actual results may vary materially from those shown. Modeling and forecasting the future performance of a home building products company is a highly speculative endeavor. Since the financial projections cover a long period of time, the financial projections by their nature are unlikely to anticipate each circumstance that will have an effect on the commercial value of PGTI’s products and services.

The financial projections were not prepared with a view toward public disclosure and, accordingly, do not necessarily comply with published guidelines of the SEC or the guidelines established by the American Institute of Certified Public Accountants for preparation or presentation of prospective financial information or generally accepted accounting principles in the United States (referred to as “GAAP”).

The financial projections included in this document, including the financial projections set forth below under “—PGTI Management Financial Projections,” are the responsibility of PGTI’s management. Ernst & Young LLP (referred to as “EY”), PGTI’s independent registered public accounting firm, has not audited, reviewed, examined, compiled nor applied agreed-upon procedures with respect to the financial projections and, accordingly, EY has not expressed an opinion or any other form of assurance with respect thereto. The EY report on PGTI’s consolidated financial statements incorporated by reference from PGTI’s Annual Report on Form 10-K for the fiscal year ended December 31, 2022, relates to PGTI’s previously issued financial statements. It does not extend to the financial projections and should not be read to do so.

The financial projections are not being included in this proxy statement in order to influence any PGTI stockholder’s decision as to whether or not to approve the merger or whether or not to seek appraisal rights with respect to shares of PGTI common stock held by such stockholder. The summary of the financial projections is being included in this proxy statement solely because these financial projections were made available to the PGTI board of directors and Evercore.

The financial projections do not take into account any circumstances or events occurring after the date they were prepared, including the announcement of the merger and merger-related expenses. The financial projections also do not take into account the effect of any failure of the merger to close and should not be viewed as accurate or continuing in that context.

62

The inclusion of the financial projections in this proxy statement should not be regarded as an indication that PGTI, Evercore or any of their respective affiliates, advisors or representatives considered or consider the financial projections to be predictive of actual future events, and the financial projections should not be relied on as such. None of PGTI, Evercore or any of their respective affiliates, advisors, officers, directors or representatives can give any assurance that actual results will not differ from these financial projections, and none of them undertakes any obligation to update or otherwise revise or reconcile the financial projections to reflect circumstances existing after the date such financial projections were generated or to reflect the occurrence of future events even in the event that any or all of the assumptions underlying the financial projections are shown to be in error or no longer appropriate. PGTI does not intend to make publicly available any update or other revisions to the financial projections, except as required by law. None of PGTI, Evercore or any of their respective affiliates, advisors, officers, directors or representatives has made or makes any representation to any stockholder or other investor regarding the ultimate performance of PGTI compared to the information contained in the financial projections or that the projected results will be achieved.

PGTI stockholders are cautioned not to place undue, if any, reliance on the financial projections included in this proxy statement.

The financial projections incorporate certain financial measures which are not GAAP measures. Such financial measures should not be considered in isolation from, or as a substitute for, financial information presented in accordance with GAAP. PGTI’s calculations of these financial measures may differ from others in its industry and are not necessarily comparable with information presented under similar captions used by other companies. Financial measures provided to a financial advisor are excluded from the SEC’s definition of non-GAAP financial measures and therefore are not subject to SEC rules regarding disclosures of non-GAAP financial measures, which may otherwise require a reconciliation of a non-GAAP financial measure to a GAAP financial measure to be presented. Reconciliations of these financial measures were not relied upon by Evercore for purposes of performing their respective financial analyses in connection with rendering its respective opinions to the PGTI board of directors (as described in the sections titled “—Opinion of PGTI’s Financial Advisor”) or by the PGTI board of directors. Accordingly, a reconciliation of the financial measures included in the financial projections is not provided.

Subject to the foregoing qualifications, the financial projections are set forth below:

PGTI Management Financial Projections

Core Business ($ in millions)

Triple Diamond Glass ($ in millions)

63

PGTI (Combined) ($ in millions)

For additional information on PGTI’s actual results and historical financial information, see the section titled “Where You Can Find More Information.”

Interests of PGTI’s Directors and Executive Officers in the Merger

In considering the recommendation of the PGTI board of directors that PGTI stockholders vote “FOR” the merger agreement proposal and merger-related compensation proposal, PGTI stockholders should be aware that the directors and executive officers of PGTI have interests in the merger that may be different from, or in addition to, those of PGTI stockholders generally.

These interests are described below, and certain of them are quantified below. The PGTI board of directors was aware of and considered these interests, among other matters, in evaluating and negotiating the merger agreement and the merger, in approving the merger agreement, and in recommending the approval of the merger agreement by the PGTI stockholders.

Treatment of PGTI Equity Awards

Each of PGTI’s directors and executive officers holds PGTI restricted shares or PGTI RSUs.

Effective as of immediately prior to the effective time, the restrictions on each PGTI restricted share that is granted under the PGTI equity plan prior to the date of the merger agreement and then outstanding will lapse, and each such PGTI restricted share will be canceled and converted into the right to receive the merger consideration. For purposes of each PGTI performance share, the restrictions on such PGTI performance share will lapse with respect to a number of shares of PGTI common stock calculated pursuant to the following assumptions and otherwise in accordance with the PGTI equity plan and the applicable award agreement governing such PGTI performance shares: (a) with respect to any applicable EBITDA performance measure, actual performance for PGTI performance shares granted in 2021, 2022 and 2023; and (b) with respect to any applicable relative shareholder return modifier, (i) actual performance for any performance period that is completed prior to the effective time; and (ii) assuming maximum performance for any performance period that is not completed prior to the effective time.

Notwithstanding anything to the contrary in the foregoing paragraph, effective as of immediately prior to the effective time, each PGTI interim restricted share will be converted into an award to receive, upon vesting in accordance with the original vesting terms and conditions, an amount in cash equal to the merger consideration plus interest accrued on the basis of prime rate as published in The Wall Street Journal in effect at the effective time, compounded quarterly, calculated on the basis of actual days elapsed (including the closing date of the merger and each applicable vesting date).

64

Effective as of immediately prior to the effective time, each PGTI RSU that is granted under the PGTI equity plan and that is outstanding immediately prior to the effective time will be canceled and converted into the right to receive an amount equal to: (a) the merger consideration plus (b) any accrued but unpaid dividends or dividend equivalents in respect of such PGTI RSU as of the effective time.

The table below sets forth the number of outstanding PGTI restricted shares (excluding PGTI performance shares), PGTI performance shares (based on target level of performance) and PGTI RSUs held by each of PGTI’s executive officers and non-employee directors as of February 7, 2024, and an estimate of the value of such awards (on a pre-tax basis) based on a per share price of PGTI common stock of $42.00. Depending on the date upon which the closing of the merger actually occurs, certain PGTI restricted shares, PGTI performance shares and PGTI RSUs that are unvested as of the date of this proxy statement and that are included in the table below may vest pursuant to their terms, without regard to the merger. For additional information regarding shares of PGTI common stock held by PGTI executive officers and non-employee directors, see the section titled “Security Ownership of Certain Beneficial Owners and Management.”

These amounts do not attempt to forecast any additional equity award grants, issuances or forfeitures that may occur prior to the closing of the merger following the date of this proxy statement. As a result of the foregoing assumptions, which may or may not actually occur or be accurate on the relevant date, the actual amounts, if any, to be received by PGTI’s executive officers and non-employee directors may materially differ from the amounts set forth above.

Treatment of PGTI Employee Stock Purchase Plan

The PGT Innovations, Inc. 2019 Employee Stock Purchase Plan (referred to as the “PGTI ESPP”) will be frozen and suspended at the end of the offering period that is in progress as of the date of the merger agreement and no new offering periods shall commence under the PGTI ESPP at any time on or after the date of the merger agreement. No new participants will commence participation in the PGTI ESPP following the date of the merger agreement, and no participant in the PGTI ESPP will increase his or her payroll contribution rate in effect as of the date of the merger agreement or make separate non-payroll contributions following the date of the merger agreement. No individuals not participating in the PGTI ESPP as of the day before the date of the merger

65

agreement will commence participation in the PGTI ESPP during the period from the date of the merger agreement through the effective time. The PGTI ESPP will terminate no later than immediately prior to the effective time. The purchase date of any offering period that would be in effect at the effective time will be accelerated to a date on or prior to the fifth business day prior to the effective time.

2023 Annual Cash Bonuses of Executive Officers

The PGTI board of directors approved an acceleration of the timing of 90% of the estimated cash bonus payments under the 2023 Annual Incentive Plan (referred to as the “2023 AIP payment”) based on 125% of target performance to December 2023, which amounts have been paid. PGTI may make any remaining 2023 AIP payment in February 2024 based on 125% of target performance.

2024 LTIP Awards

The Compensation Committee of PGTI may grant up to 291,668 time-vesting PGTI restricted shares (based on PGTI’s existing form award agreement for such PGTI interim restricted shares) to Long-Term Incentive Plan (referred to as “LTIP”) participants in the ordinary course of business consistent with past practice. Any PGTI performance shares that PGTI would have granted will be replaced with time-vesting PGTI restricted shares with an equivalent grant date fair value. These PGTI restricted shares will not vest in connection with the occurrence of the effective time but will instead convert into an award to receive, upon vesting in accordance with the original vesting terms and conditions, an amount in cash equal to the merger consideration plus interest accrued on the basis of prime rate as published in The Wall Street Journal in effect at the effective time, compounded quarterly, calculated on the basis of actual days elapsed (including the closing date of the merger and each applicable vesting date).

Certain Executive Signing Bonuses

PGTI paid one-time signing bonuses to the following executive officers: $100,000 to each of Messrs. Henderson and Quinn in consideration of exemplary performance in connection with the acquisition of PGTI.

Existing PGTI Employment Agreements

PGTI is a party to an employment agreement with each of the following executive officers: Jeffrey Jackson, Craig Henderson, Mike Wothe, Robert Keller, Eric Kowalewski, Deborah LaPinska and Ryan Quinn. Pursuant to the employment agreements, in the event that within 24 months of a “change of control” (as defined in the employment agreements) (a) the executive’s employment is terminated by PGTI without “cause” (as defined in the employment agreements) or (b) the executive terminates his employment for “good reason” (as defined in the employment agreements) (each referred to as a “qualifying termination”), and subject to the execution and non-revocation of a general release of claims against PGTI and its affiliates, the executive is entitled to:

66

For purposes of the employment agreements:

The estimated aggregate value of severance payments and benefits provided to PGTI’s executive officers (including PGTI’s named executive officers) under the employment agreements assuming that (a) the merger closed on April 1, 2024, (b) each executive officer experiences a qualifying termination immediately following consummation of the merger, and (c) each executive officer has complied with all requirements necessary in order to receive all payments and benefits, is approximately $31,867,617. For further information regarding these assumptions and the estimated severance values associated with a qualifying termination of PGTI’s named executive officers, see below under “—Quantification of Potential Payments and Benefits to PGTI’s Named Executive Officers in Connection with the Merger.”

Indemnification and Insurance

Under the merger agreement, for a period of six years after the effective time, MITER must cause the surviving corporation to, indemnify and hold harmless, to the fullest extent permitted by applicable law and the organizational documents of PGTI or its subsidiaries, each current and former director and officer of PGTI and its subsidiaries and their respective successors and heirs from and against any losses, damages, liabilities, costs, expenses (including attorneys’ fees), judgments, fines, penalties and amounts paid in settlement (including all interest, assessments and other charges paid or payable in connection with or in respect of any thereof) in connection with serving as a director or officer of PGTI prior to the effective time.

In addition, for a period of six years following the effective time, MITER is required to maintain in effect the provisions in the organizational documents of PGTI and its subsidiaries regarding elimination of liability of directors, indemnification of directors, officers, employees, fiduciaries and agents and advancement of fees, costs and expenses that are no less advantageous to the intended beneficiaries than the corresponding provisions that were in existence as of the date of the merger agreement.

At or prior to the effective time, PGTI will (or if PGTI is unable to, MITER will cause the surviving corporation to) purchase a directors’ and officers’ liability insurance and fiduciary liability insurance “tail” insurance policy for a period of six years after the effective time with respect to matters arising at or prior to the effective time.

67

For a more detailed description of the provisions of the merger agreement relating to director and officer indemnification and liability insurance, please see the section titled “The Merger Agreement—Directors’ and Officers’ Indemnification and Insurance.”

Quantification of Potential Payments and Benefits to PGTI’s Named Executive Officers in Connection with the Merger

The information set forth below is required by Item 402(t) of Regulation S-K regarding compensation that is based on or otherwise relates to the merger that PGTI’s named executive officers could receive in connection with the merger. Such amounts have been calculated assuming that:

The payments and benefits described below are calculated based on, to the extent applicable, the terms of the merger agreement and each named executive officer’s existing employment agreement. See sections above under “—Treatment of PGTI Equity Awards” and “—Existing PGTI Employment Agreements,” for a description of the treatment of the equity awards held by the named executive officers and the terms of their employment agreements. In addition, certain equity awards held by the named executive officers may vest in accordance with their terms prior to the merger. Furthermore, additional equity awards may be granted to the executive officers in respect of 2024, as described above under “—2024 LTIP Awards,” which are not included in the calculations below. These amounts do not attempt to forecast any additional equity award grants, issuances or forfeitures that may occur after the date of this proxy statement but before the effective time. As a result of the foregoing assumptions, which may or may not actually occur or be accurate on the relevant date, including the assumptions described in the footnotes to the table, the actual amounts, if any, to be received by PGTI’s named executive officers may materially differ from the amounts set forth below.

Golden Parachute Compensation

68

280G Mitigation Actions

In order to mitigate the potential impact of Sections 280G and 4999 of the Code, the PGTI board of directors approved an acceleration of the timing of certain 2023 AIP payments, as described further under the section titled “—2023 Annual Cash Bonuses of Executive Officers.”

In addition, in connection with the acquisition of PGTI, the Compensation Committee of PGTI approved the following:

69

Amount reported in the Golden Parachute Compensation table are exclusive of the value of the accelerated equity awards described above, as these equity awards would have vested on or prior to February 15, 2024, in the ordinary course of business before the assumed closing date, regardless of the merger. See the section titled “Security Ownership of Certain Beneficial Owners and Management” for the amount of equity awards accelerated pursuant to these 280G mitigation actions for each of PGTI’s executive officers.

Financing of the Merger

MITER intends to fund the cash portion of the merger consideration with proceeds from new debt and equity financing together with cash on hand. Concurrently with the entry into the Merger Agreement, MITER entered into (i) the debt commitment letter, pursuant to which the lenders have committed to provide to MITER up to (a) $1,800,000,000 aggregate principal amount under a senior secured term loan facility and (b) $325,000,000 aggregate principal amount under a senior secured asset-based revolving credit facility (the foregoing clauses (a) and (b), referred to as the “debt financing”) and (ii) the equity commitment letter, pursuant to which Koch has committed to purchase up to $979,000,000 of equity interests in MITER (referred to as the “equity financing”). The obligations of the lenders to provide debt financing under the debt commitment letter and Koch to provide equity financing under the equity commitment letter are subject to certain customary conditions, including (a) the execution and delivery of definitive documentation with respect to such financing in accordance with such commitment letter and (b) the consummation of the merger in all material respects in accordance with the terms and conditions of the merger agreement. The receipt of financing by MITER is not a condition to MITER’s obligations to complete the merger. Commitments in respect of the debt commitment letter will terminate on the earliest to occur of (1) the termination of the merger agreement in accordance with its terms prior to the consummation of the merger, (2) the consummation of the merger without the funding of the debt financing and (3) 11:59 p.m. New York City time on July 23, 2025. The commitment in respect of the equity financing will automatically terminate if the merger agreement is terminated in accordance with its terms. Further, if an event occurs that would cause the termination of the commitments under the debt commitment letter in accordance with its terms, then Koch will have the right to terminate the equity commitment letter at any time thereafter. The proceeds of the debt financing would be used at the closing of the merger, together with the proceeds of the equity financing, for the purposes of (1) financing the consummation of the merger, including paying fees and expenses incurred in connection with the merger, and (2) the repayment of all or a portion of PGTI’s outstanding indebtedness under the PGTI credit agreement and the PGTI indenture (each as defined below).

Regulatory Clearances and Approvals Required for the Merger

The merger is subject to the requirements of the HSR Act, which prevents PGTI and MITER from completing the merger until required information and materials are furnished to the Antitrust Division of the DOJ and the FTC and the HSR Act waiting period is terminated or expires. A transaction notifiable under the HSR Act may not be completed until the expiration of a 30-calendar-day waiting period following the parties’ filings of their respective HSR Act notification forms or the early termination of that waiting period. The parties may also choose to voluntarily re-start the initial 30-calendar-day waiting period by following certain prescribed procedures. After the expiration of the initial waiting period (or the re-started initial waiting period), the Antitrust Division of the DOJ or the FTC may issue a Request for Additional Information and Documentary Material (referred to as a “second request”). If a second request is issued, the parties may not complete the merger until they substantially comply with the second request and observe a second 30-calendar-day waiting period, unless the waiting period is terminated earlier, or the parties commit not to close for some additional period of time. PGTI and MITER submitted the requisite notification and report forms under the HSR Act on January 23, 2024,

70

and the waiting period will expire on February 22, 2024 at 11:59 p.m., Eastern Time, unless it is extended by request for additional information or terminated earlier or if PGTI and MITER pull and refile or commit not to close for some additional period of time.

For more information about regulatory approvals relating to the merger, see the section titled “The Merger Agreement—Conditions to the Merger.”

Although the parties expect that all required regulatory clearances will be obtained, the parties cannot assure you that these regulatory clearances will be timely obtained or obtained at all or that the granting of these regulatory clearances will not involve the imposition of additional conditions on the completion of the merger, including the requirement to divest assets, create or modify contractual rights or obligations or enter into supply or services agreements. These conditions could result in the conditions to the merger not being satisfied.

Appraisal Rights of PGTI Stockholders

PGTI stockholders who do not vote in favor of approval of the merger agreement proposal, who continuously hold their shares of PGTI common stock and who otherwise comply precisely with the applicable provisions of Section 262 of the DGCL will be entitled to seek appraisal of the fair value of their shares of PGTI common stock, as determined by the Delaware Court of Chancery, if the merger is completed, in lieu of receiving the merger consideration in respect of such shares. The “fair value” of your shares of PGTI common stock as determined by the Delaware Court of Chancery could be greater than, the same as, or less than the value of the merger consideration that you would otherwise be entitled to receive under the terms of the merger agreement. PGTI stockholders who wish to exercise the right to seek an appraisal of their shares must so advise PGTI by submitting a written demand for appraisal in the form described in this proxy statement prior to the vote to approve the merger agreement proposal, and must otherwise follow the procedures prescribed by Section 262 of the DGCL. A person having a beneficial interest in shares of PGTI common stock held of record in the name of another person, such as a nominee or intermediary, must act promptly to cause the record holder to follow the steps summarized in this proxy statement and in a timely manner to perfect appraisal rights.

The text of Section 262 of the DGCL is attached as Annex D to this proxy statement. You are encouraged to read these provisions carefully and in their entirety. Due to the complexity of the procedures for exercising appraisal rights, PGTI stockholders who are considering exercising such rights are encouraged to seek the advice of legal counsel and their financial advisors. Failure to strictly comply with these provisions may result in the loss of appraisal rights.

71

THE MERGER AGREEMENT

The following describes the material provisions of the merger agreement, which is attached as Annex A to this proxy statement and is incorporated by reference herein. The summary of the material provisions of the merger agreement below and elsewhere in this proxy statement is qualified in its entirety by reference to the merger agreement. This summary does not purport to be complete and may not contain all of the information about the merger agreement that is important to you. PGTI encourages you to read carefully the merger agreement in its entirety before making any decisions regarding the merger as it is the legal document governing the merger.

Explanatory Note Regarding the Merger Agreement

The merger agreement and this summary of its terms have been included to provide you with information regarding the terms of the merger agreement. PGTI is responsible for considering whether additional disclosure of material information is required to make the statements in this proxy statement not misleading. Factual disclosures about PGTI contained in this proxy statement or PGTI’s public reports filed with the SEC may supplement, update or modify the factual disclosures about PGTI contained in the merger agreement and described in this summary. The representations, warranties and covenants made in the merger agreement by MITER, Merger Sub and PGTI are qualified and subject to important limitations agreed to by the parties to the merger agreement in connection with negotiating the terms of the merger agreement. In particular, in your review of the representations and warranties contained in the merger agreement and described in this summary, it is important to bear in mind that the representations and warranties were made solely for the benefit of the parties to the merger agreement, and were negotiated with the principal purpose of allocating risk between the parties to the merger agreement, rather than establishing matters as facts. The representations and warranties may also be subject to a contractual standard of materiality that may be different from that generally relevant to stockholders or applicable to reports and documents filed with the SEC, and in some cases are qualified by confidential disclosures that were made by each party to the other, which disclosures are not publicly disclosed. The representations and warranties in the merger agreement will not survive the completion of the merger.

PGTI Stockholders should not rely on representations, warranties and covenants or any descriptions thereof as characterizations of the actual state of facts or condition of MITER, Merger Sub, PGTI or any of their respective subsidiaries or affiliates. Moreover, information concerning the subject matter of the representations and warranties may have changed since the date of the merger agreement. For the foregoing reasons, the representations, warranties and covenants or any descriptions of those provisions should not be read alone, but instead should be read together with the information provided elsewhere in this proxy statement and in the documents incorporated by reference into this proxy statement. See the section titled “Where You Can Find More Information.”

Structure of the Merger

The merger agreement provides, upon the terms and subject to the conditions set forth therein and in accordance with Delaware law, for Merger Sub to merge with and into PGTI, with PGTI continuing as the surviving corporation and an indirect wholly owned subsidiary of MITER.

Timing of Closing

Unless another place and time is mutually agreed to in writing by MITER and PGTI, the closing of the merger will occur (a) no later than three business days after the satisfaction or waiver (to the extent permitted by the merger agreement or by applicable law) of the last to be satisfied or waived of the conditions set forth in the merger agreement (other than those conditions that by their terms are to be satisfied at the closing of the merger, but subject to the satisfaction or waiver (to the extent permitted by the merger agreement or applicable law) of such conditions). However, if the marketing period has not ended at the time of the satisfaction or waiver of the

72

last of the conditions set forth in the merger agreement (other than those conditions that by their terms are to be satisfied at the closing of the merger, but subject to the satisfaction or waiver (to the extent permitted by the merger agreement or applicable law) of such conditions), the closing of the merger will take place on the earlier to occur of (i) any business day before or during the marketing period as may be specified by MITER on no fewer than three business days’ written notice to PGTI and (ii) the third business day immediately following the final day of the marketing period (subject, in each case, to the satisfaction or waiver (to the extent permitted by the merger agreement and applicable law) of the conditions set forth in the merger agreement (other than those conditions that by their terms are to be satisfied at the closing of the merger, but subject to the satisfaction or waiver (to the extent permitted by the merger agreement or applicable law) of such conditions)) or (b) such other time or on such other date as MITER and PGTI may mutually agree in writing.

Effect of the Merger on PGTI Common Stock

Conversion of PGTI Common Stock

At the effective time, each share of PGTI common stock issued and outstanding immediately prior to the effective time (other than (a) excluded shares and (b) dissenting shares), will be converted into the right to receive the merger consideration of $42.00 in cash, without interest. At the effective time, all such shares will no longer be outstanding and will automatically be cancelled and retired and will cease to exist, and will thereafter represent only the right to receive $42.00 in cash, without interest.

Cancellation of Certain PGTI Common Stock

At the effective time, each share of PGTI common stock issued and outstanding immediately prior to the effective time that is held in treasury by PGTI or owned by MITER, Merger Sub or any other subsidiary of MITER will automatically be canceled and will cease to exist, and no consideration will be delivered in exchange for such shares.

Shares Held by PGTI Subsidiaries

Each share of PGTI common stock held by any subsidiary of PGTI immediately prior to the effective time will be converted into such number of common shares of the surviving corporation such that each subsidiary owns the same percentage of the capital stock in the surviving corporation immediately following the effective time as such subsidiary owned in PGTI immediately prior to the effective time.

Shares of Merger Sub

Each common share of Merger Sub outstanding immediately prior to the effective time will be converted into and become one common share of the surviving corporation and, except as described above under “—Shares Held by PGTI Subsidiaries,” will constitute the only outstanding shares of capital stock of the surviving corporation.

PGT Restricted Shares; PGTI RSUs

Effective as of immediately prior to the effective time, the restrictions on each PGTI restricted share that is granted under the PGTI equity plan prior to the date of the merger agreement and then outstanding will lapse, and each such PGTI restricted share will be canceled and converted into the right to receive the merger consideration. The restrictions on each PGTI performance share will lapse with respect to a number of shares of PGTI common stock calculated pursuant to the following assumptions and otherwise in accordance with the PGTI equity plan and the applicable award agreement governing such PGTI performance shares: (a) with respect to any applicable EBITDA performance measure, actual performance for PGTI performance shares granted in 2021, 2022 and 2023; and (b) with respect to any applicable relative shareholder return modifier, (i) actual performance for any performance period that is completed prior to the effective time; and (ii) assuming maximum performance for any performance period that is not completed prior to the effective time.

73

Notwithstanding anything to the contrary in the foregoing paragraph, effective as of immediately prior to the effective time, each PGTI interim restricted share will be converted into an award to receive, upon vesting in accordance with the original vesting terms and conditions, an amount in cash equal to the merger consideration plus interest accrued on the basis of prime rate as published in The Wall Street Journal in effect at the effective time, compounded quarterly, calculated on the basis of actual days elapsed (including the closing date of the merger and each applicable vesting date).

Effective as of immediately prior to the effective time, each PGTI RSU that is granted under the PGTI equity plan and that is outstanding immediately prior to the effective time will be canceled and converted into the right to receive an amount equal to: (a) the merger consideration plus (b) any accrued but unpaid dividends or dividend equivalents in respect of such PGTI RSU as of the effective time.

ESPP

The PGTI ESPP will be frozen and suspended at the end of the offering period that is in progress as of the date of the merger agreement and no new offering periods shall commence under the PGTI ESPP at any time on or after the date of the merger agreement. No new participants will commence participation in the PGTI ESPP following the date of the merger agreement, and no participant in the PGTI ESPP will increase his or her payroll contribution rate in effect as of the date of the merger agreement or make separate non-payroll contributions on or following the date of the merger agreement. No individuals not participating in the PGTI ESPP as of the day before the date of the merger agreement will commence participation in the PGTI ESPP during the period from the date of the merger agreement through the effective time. The PGTI ESPP will terminate no later than immediately prior to the effective time.

Shares of Dissenting Stockholders

Shares of PGTI common stock issued and outstanding immediately prior to the effective time and held by a PGTI stockholder who (i) did not vote in favor of the merger agreement proposal or consent in writing thereto and (ii) validly demanded their statutory rights of appraisal in respect of such shares of PGTI common stock in accordance with Section 262 of the DGCL, will not be converted into, or represent the right to receive, the merger consideration unless such holder fails to perfect, withdraws or otherwise loses the right to appraisal. Instead, such dissenting stockholders will be entitled to receive payment of the appraised value of such shares of PGTI common stock in accordance with Section 262 of the DGCL.

If any dissenting stockholder fails to perfect or otherwise effectively withdraws or loses their rights of appraisal, such shares of PGTI common stock will thereupon be deemed to have been converted into, and to have become exchangeable for, as of the effective time, the right to receive the merger consideration. For more information regarding appraisal rights, see the section titled “Appraisal Rights of PGTI Stockholders.” In addition, a copy of Section 262 of the DGCL is attached as Annex D to this proxy statement.

Governing Documents; Officers and Directors

At the effective time of the merger, the certificate of incorporation of PGTI, as in effect immediately prior to the completion of the merger, will be amended and restated in its entirety as set forth in Exhibit A to the merger agreement and, as so amended and restated, will be the certificate of incorporation of the surviving corporation, except with respect to the name of the surviving corporation, which will be determined by MITER prior to the closing of the merger.

The bylaws of Merger Sub, as in effect immediately prior to the completion of the merger, will be the bylaws of the surviving corporation. As used herein, the “effective time” of the merger means the time at which the certificate of merger with respect to the merger is duly filed with the Secretary of State of the State of Delaware or at such later time as MITER, PGTI and Merger Sub may agree and specify in such certificate of merger.

74

From and after the effective time, until their successors are duly elected or appointed and qualified or until their earlier death, resignation or removal in accordance with the certificate of incorporation and the bylaws of the surviving corporation and applicable law, (a) the directors of Merger Sub at the effective time will be the directors of the surviving corporation and (b) the officers of Merger Sub at the effective time will be the officers of the surviving corporation. Prior to the closing date of the merger, PGTI will either remove (or cause the removal of) or use reasonable best efforts to procure resignation letters (in a form and substance reasonably satisfactory to MITER) of each individual serving as a director of any subsidiary of PGTI or member of any committee of a subsidiary of PGTI’s board of directors, in each case, solely in such individual’s capacity as a director of any subsidiary of PGTI and member of any such committee, and in each case conditioned upon and effective as of the closing of the merger, and will deliver, or cause to be delivered, to MITER such procured resignation letters (or evidence of such removal) at or prior to the closing of the merger.

Exchange and Payment Procedures

As promptly as practicable after the effective time (but no later than two business days thereafter), MITER will send, or will cause the exchange agent to send, to each PGTI stockholder at the effective time a letter of transmittal and instructions, which will contain instructions on how to surrender certificated and book-entry shares of PGTI common stock in exchange for the merger consideration. No interest will be paid or will accrue on the cash payable upon surrender of any such shares of PGTI common stock.

If any portion of the merger consideration is to be paid to a person other than the person in whose name the surrendered certificated or the transferred uncertificated shares of PGTI stock is registered, it will be a condition to such payment that (a) either such certificate be properly endorsed or otherwise be in proper form for transfer or such uncertificated share be properly transferred and (b) the person requesting such payment will pay to the exchange agent any transfer or other taxes required as a result of such payment or establish to the satisfaction of the exchange agent that such tax has been paid or is not payable.

Lost, Stolen or Destroyed Certificates

In the event that a PGTI share certificate is lost, stolen or destroyed, the previous holder of the PGTI share certificate may obtain the merger consideration by (a) making an affidavit regarding the loss, theft or destruction of the PGTI share certificate and (b) if required by MITER, agreeing to indemnify the surviving corporation against any claim that may be made with respect to such lost, stolen or destroyed certificate (including, if required by the surviving corporation, the posting by such person of a bond, in such reasonable amount as the surviving corporation may direct).

Rights of PGTI Stockholders Following the Effective Time; Transfers Following the Effective Time

From and after the effective time, all holders of PGTI share certificates and uncertificated shares will cease to have any rights as PGTI stockholders other than the right to receive the merger consideration upon the surrender of such shares, without interest. From and after the effective time, the stock transfer books of PGTI will be closed with respect to all shares of PGTI common stock outstanding immediately prior to the effective time.

None of the parties to the merger agreement or the exchange agent will be liable to any person with respect to any portion of the merger consideration delivered to a governmental authority if required by any applicable abandoned property, escheat or similar law.

Any portion of the merger consideration made available to the exchange agent (and any interest or other income earned thereon) that remains unclaimed by the holders of PGTI common stock 12 months after the effective time will be returned to MITER, upon demand, and such PGTI stockholders must thereafter look only to MITER for payment of the merger consideration. Further, any portion of the merger consideration that remains

75

undistributed to holders of PGTI share certificates and uncertificated shares immediately prior to the date on which the merger consideration would otherwise escheat to or become the property of any governmental entity will, to the extent permitted by applicable law, become the property of MITER, free and clear of all claims or interest of any person previously entitled to such claims or interest.

Withholding Rights

MITER, PGTI, the surviving corporation and any of their respective affiliates or agents will be entitled to deduct and withhold from any amounts otherwise payable pursuant to the merger agreement such amounts as are required to be deducted or withheld under the Code or any other applicable tax law. Any amounts so deducted or withheld will, to the extent paid over to the appropriate taxing authority, be treated for all purposes of the merger agreement as having been paid to the person in respect of which such deduction or withholding was made.

Representations and Warranties

The merger agreement contains customary representations and warranties of the parties. These include representations and warranties of PGTI with respect to:

76

The merger agreement also contains customary representations and warranties of MITER and Merger Sub, including among other things:

The representations and warranties in the merger agreement do not survive the closing or termination of the merger agreement.

Certain of the representations and warranties made by the parties are qualified as to “knowledge,” “materiality” or “material adverse effect,” as defined in the merger agreement and described below.

Material Adverse Effect

A “material adverse effect” with respect to PGTI means any change, effect, development, circumstance, condition, fact, state of facts, event or occurrence that, individually or in the aggregate, has had or would reasonably be expected to have a material adverse effect on:

(a) the financial condition, assets, business or results of operations of PGTI, taken as a whole, excluding any change, effect, development, circumstance, condition, fact, state of facts, event or occurrence to the extent resulting from:

(i) changes or prospective changes in GAAP or the interpretation thereof;

(ii) general economic, political, regulatory, legal or tax conditions in the United States or any other country or region, including changes in financial, credit, securities or currency markets (including changes in interest or exchange rates) and the imposition or adjustment of tariffs;

77

(iii) conditions generally affecting any of the industries in which PGTI and its subsidiaries operate;

(iv) changes or prospective changes in applicable law or the interpretation thereof;

(v) geopolitical conditions, the outbreak or escalation of hostilities, acts of war, sabotage, terrorism, cyberattacks, protests, riots, strikes, global health conditions (including any epidemic, pandemic or disease outbreak) or natural disasters;

(vi) the execution, delivery and performance of the merger agreement or the announcement or consummation of the transactions contemplated by the merger agreement or the identity of or any facts or circumstances relating to MITER or any of its affiliates, including the impact of any of the foregoing on the business relationships, contractual or otherwise, of PGTI and any of its subsidiaries with customers, suppliers, service providers, employees, governmental authorities or any other business relationships resulting from any of the foregoing (provided that this clause (vi) will not apply to any representation or warranty to the extent such representation or warranty expressly purports to address, as applicable, the consequences resulting from the execution, delivery and performance of the merger agreement or the announcement or consummation of the transactions contemplated by the merger agreement);

(vii) any actions requested in writing to be taken (or omitted to be taken) by or on behalf of the MITER or Merger Sub;

(viii) any failure by PGTI or any of its subsidiaries to meet any internal or published budgets, projections, forecasts or predictions of financial performance or integration synergies for any period;

(ix) changes in the price or trading volume of the shares or any other securities of PGTI on the NYSE or any other market on which such securities are quoted for purchase and sale or changes in the credit ratings of PGTI (it being understood that any underlying facts giving rise or contributing to the failure or changes described in clauses (viii) or (ix) that are not otherwise excluded from the definition of a “material adverse effect” may be taken into account in determining whether there has been a material adverse effect); or

(x) any actions taken (or omitted to be taken) by PGTI or any of its subsidiaries that are required or expressly permitted to be taken (or omitted to be taken) pursuant to the merger agreement, including any actions required under the merger agreement to obtain any approvals, consents, registrations, permits, authorizations and other confirmations under applicable competition laws for the consummation of the merger;

except, with respect to clauses (i), (ii), (iii), (iv) and (v) above, to the extent that such change, effect, development, circumstance, condition, fact, state of facts, event or occurrence is disproportionately adverse to PGTI and its subsidiaries relative to others in the industry or industries in which PGTI and its subsidiaries operate, in which case only the incremental disproportionate adverse change, effect, development, circumstance, condition, fact, state of facts, event or occurrence may be taken into account in determining whether a material adverse effect has occurred or would reasonably be expected to occur; or

(b) the ability of PGTI to consummate the merger on or prior to the end date.

A “material adverse effect” with respect to MITER means any change, effect, development, circumstance, condition, fact, state of facts, event or occurrence that that would reasonably be expected to prevent, impair or materially delay the ability of MITER or Merger Sub to perform its material obligations hereunder or prevent, impair or materially delay the consummation of the merger or the other transactions contemplated thereby on or prior to the end date:

78

Conduct of Businesses of PGTI Prior to Completion of the Merger

The merger agreement provides for certain restrictions on PGTI’s and its subsidiaries’ activities until the earlier of the effective time or the date (if any) the merger agreement is validly terminated. In general, except as required or expressly contemplated by the merger agreement, as required by applicable law or as consented to in writing by MITER (which may not be unreasonably withheld, conditioned or delayed), subject to specified exceptions set forth in the merger agreement and the confidential schedules thereto, each of PGTI and its subsidiaries is required to use reasonable best efforts to (a) conduct its business in accordance with applicable law and in the ordinary course of business and (b) preserve intact in all material respects its current business operations, organization, ongoing businesses, license, permits and material business relationships with third parties, including vendors, suppliers, customers, partners and governmental authorities and maintain in full force and effect its insurance policies (including, for the avoidance of doubt, paying all premiums thereon and renewing or replacing such insurance policies on or prior to their expiration) in all material respects, in each case, consistent with past practice or customs in the industries in which PGTI and its subsidiaries conduct business.

In addition, except as required or expressly contemplated by the merger agreement, as required by applicable law or as consented to in writing by MITER (which may not be unreasonably withheld, conditioned or delayed), subject to specified exceptions set forth in the merger agreement and the confidential schedules thereto, PGTI must not and must not permit any of its subsidiaries to:

79

(a) amend or modify in any material respect, waive any material rights under, terminate (other than any termination in accordance with the terms of an existing material contract), release, settle or compromise any material claim, liability or obligation under any material contract or (b) enter into any contract which if entered into prior to the date of the merger agreement would have been a material contract, in each case other than (i) the automatic renewal or extension of any such material contract pursuant to its terms or on terms not less favorable for PGTI, taken as a whole or (ii) with respect to certain contracts with top customers or top suppliers, certain contracts involving payments in excess of $3,000,000 or certain contracts relating to indebtedness or capital expenditures, in each case, in the ordinary course;

80

Conduct of Businesses of MITER Prior to Completion of the Merger

The merger agreement also provides for certain restrictions on MITER’s activities until the earlier of the effective time or the date (if any) the merger agreement is validly terminated. In general, MITER must not and must not permit any of its subsidiaries to take any action or fail to take any action that is intended to, or would reasonably be expected to, individually or in the aggregate, prevent, materially delay or materially impede the ability of MITER and Merger Sub to consummate the merger or the other transactions contemplated by the merger agreement, including the financing thereof.

Stockholder Meeting and Board Recommendation

As promptly as practicable after the date of the merger agreement (and in no event no later than 20 business days after the date of the merger agreement), PGTI must prepare (with the assistance and cooperation of MITER as reasonably requested by PGTI) and file or cause to be filed with the SEC this proxy statement. MITER and PGTI must also cooperate in responding to any comments from the SEC and must use their respective reasonable best efforts to have this proxy statement cleared by the SEC as promptly as reasonably practicable after the filing.

81

PGTI must, as promptly as practicable (and in any event within five business days) following the date the SEC advises that it has no further comments on this proxy statement or that PGTI may commence mailing this proxy statement, duly call and give notice of, and commence mailing of this proxy statement to holders of shares of PGTI common stock as of the record date established for, a meeting of such holders to take place within 35 days following the mailing of this proxy statement to PGTI stockholders (unless otherwise agreed by MITER and PGTI), for purposes of submitting the merger agreement and the certificate of incorporate amendment proposal to its stockholders for adoption. The special meeting constitutes that required meeting of the PGTI stockholders.

Subject to the ability of the PGTI board of directors to make an adverse recommendation change (as defined below), the PGTI board of directors is required to recommend to PGTI stockholders the adoption of the merger agreement, and PGTI is required to include that recommendation in this proxy statement and use reasonable best efforts to obtain from the PGTI stockholders the approval of the merger agreement proposal.

Under the terms of the merger agreement, PGTI may adjourn or postpone the PGTI special meeting (a) with the consent of MITER or (b) to the extent PGTI believes in good faith (after consultation with outside legal counsel) that such adjournment or postponement is reasonably necessary (i) due to applicable law or request from the SEC, (ii) to allow reasonable additional time to solicit additional proxies necessary to obtain the PGTI stockholder approval or (iii) to allow reasonable additional time to ensure there are sufficient shares of PGTI common stock represented and voting to constitute a quorum necessary to conduct the business of the special meeting. However, PGTI may not adjourn or postpone the special meeting more than once or for more than 20 business days in the aggregate without the prior written consent of MITER.

Unless the merger agreement is validly terminated in accordance with its terms, PGTI must submit the merger agreement to its stockholders for adoption at the special meeting even if the PGTI board of directors has made an adverse recommendation change.

No Solicitation of Other Offers by PGTI

Under the terms of the merger agreement, subject to certain exceptions described below, PGTI has agreed that, from and after the date of the merger agreement until the earlier of the effective time or the date (if any) the merger agreement is validly terminated, PGTI will not, will cause its subsidiaries not to, and will use reasonable best efforts to cause its and their respective representatives not to, directly or indirectly:

82

In addition, under the merger agreement, PGTI has agreed that it will, and will cause its subsidiaries and its and their representatives to, cease immediately and cause to be terminated any and all existing activities, discussions or negotiations with any third party and its representatives conducted prior to the date of the merger agreement with respect to any acquisition proposal. PGTI also agreed to, within four business days after the date of the merger agreement, (a) request in writing that each person that had previously executed a confidentiality agreement in connection with its consideration of an acquisition proposal or potential acquisition proposal promptly destroy or return to PGTI all nonpublic information previously furnished by PGTI or any of its representatives to such person or any of its representatives in accordance with the terms of such confidentiality agreement and (b) terminate access to any physical or electronic data rooms relating to a possible acquisition proposal by such person and its representatives, which actions PGTI timely completed.

Notwithstanding the prohibitions described above, if prior to the PGTI stockholders adopting the merger agreement, PGTI receives a bona fide offer, inquiry, proposal or indication of interest from a third party with respect to an acquisition proposal that did not result from a material breach of PGTI’s non-solicitation obligations and the PGTI board of directors determines in good faith, after consultation with its outside legal counsel and financial advisor, constitutes or would reasonably be expected to lead to a superior proposal (as defined below), PGTI may engage in negotiations or discussions with such third party and its representatives and furnish to such third party or its representatives nonpublic information relating to PGTI or any of its subsidiaries, provided that PGTI also provides MITER the same such nonpublic information (to the extent not previously provided to MITER) substantially contemporaneously with (and in any event within 24 hours of) providing it to the third party.

Under the merger agreement, PGTI is obligated to notify MITER promptly (and in any event within 24 hours) of any receipt by PGTI of any acquisition proposal (including any bona fide offer, inquiry, proposal or indication of interest with respect thereto) or any amendment or modification to the material terms of any previously-received acquisition proposal or any material discussions with respect to any such acquisition proposal. The notice must include the identity of the person making such acquisition proposal and the material terms and conditions thereof, including unredacted copies of all material proposed transaction agreements and other material documents provided in connection therewith, including copies of all portions of written materials sent or provided to PGTI that describe such material terms and conditions. PGTI must also notify MITER promptly (and in any event within 24 hours) of any request for nonpublic information relating to the PGTI or any of its subsidiaries or for access to the business, properties, assets, books or records or personnel of PGTI or any of its subsidiaries by any third party that has notified PGTI that it is considering making, or has made, an acquisition proposal.

Without limiting the foregoing, PGTI must keep MITER reasonably informed on a reasonably current basis (but in no event less often than once every 24 hours) of any changes (or any material discussions with respect thereto) to the status and material terms and conditions (along with unredacted copies of all material proposed transaction agreements and other material documents provided in connection therewith, including copies of all portions of written materials sent or provided to PGTI that describe such material terms and conditions thereof) of any acquisition proposal (or bona fide offer, inquiry, proposal or indication of interest with respect to thereto).

83

An “acquisition proposal” for purposes of the merger agreement means any bona fide third party offer or proposal relating to:

A “superior proposal” for purposes of the merger agreement means a bona fide, unsolicited, written acquisition proposal, made after the date of the merger agreement (but substituting “50%” for all references to “20%” in the definition of such term) that the PGTI board of directors determines in good faith, after consultation with its outside legal counsel and financial advisor, is more favorable from a financial point of view to PGTI stockholders (solely in their capacity as such) than the merger, in each case, taking into consideration:

Change of Recommendation; Match Rights

The merger agreement requires the PGTI board of directors to recommend that PGTI stockholders vote to adopt the merger agreement and not make an adverse recommendation change as described above. Notwithstanding the foregoing, prior to the PGTI stockholders adopting the merger agreement:

Prior to making an adverse recommendation change for any reason set forth above, PGTI must provide MITER four business days’ prior written notice advising MITER that it intends to make an adverse recommendation change or terminate the merger agreement. The notice must specify in reasonable detail the facts and circumstances relating to the adverse recommendation change due to an intervening event (as defined below), or the terms of the superior proposal (including the identity of the person or group making such proposal, a copy of any proposed definitive agreement and all other documentation and information described above under “—No Solicitation of Other Offers by PGTI”) for any adverse recommendation change due to a superior proposal.

84

In each case, PGTI must, and must cause its representatives to, negotiate in good faith (to the extent MITER wishes to negotiate) during such four business day period any proposal by MITER to amend the merger agreement in a manner that would eliminate the need for the PGTI board of directors to make an adverse recommendation change. The PGTI board of directors must make all of the required determinations regarding its fiduciary duties again at the end of such four business day period (after in good faith taking into account the amendments to the merger agreement proposed by MITER) and may only make its adverse recommendation change if it determines at the end of such four business day period that the failure to make such adverse recommendation change would be inconsistent with its fiduciary duties under applicable law, and, in the case of superior proposal, that the acquisition proposal continues to constitute a superior proposal. With respect to any change of recommendation in response to a superior proposal, if there is any material amendment, revision or change to the terms of the then-existing superior proposal (including any revision to the form, amount or timing of payment of consideration proposed to be received by PGTI stockholders as a result of such superior proposal), PGTI must again comply with the obligations described in this paragraph, except that references to the applicable four business day period will be replaced with three business days.

An “intervening event” for purposes of the merger agreement is any event, fact, circumstance, development or occurrence that:

provided that in no event will the following events constitute or be taken into account in determining the existence of an intervening event: (a) PGTI meeting, failing to meet or exceeding any internal or published revenue or earnings forecasts or projections for any period or (b) changes in the market price or trading volume of PGTI common stock, provided that, in the case of the foregoing clauses (a) and (b), the underlying causes of such effect may be considered and taken into account in determining whether there has been an intervening event.

In addition, nothing in the merger agreement prohibits PGTI or the PGTI board of directors from (a) taking and disclosing to PGTI stockholders a position contemplated by Rule 14d-9 and Rule 14e-2(a) promulgated under the Exchange Act (or any similar communication to stockholders in connection with the making or amendment of a tender offer or exchange offer) or from making any legally required disclosure to stockholders with regard to the transactions contemplated by the merger agreement or an offer, inquiry, proposal or indication of interest with respect to an acquisition proposal (provided that neither PGTI nor the PGTI board of directors may make an adverse recommendation change unless permitted by the merger agreement), (b) issuing a “stop, look and listen” disclosure or similar communication of the type contemplated by Rule 14d-9(f) under the Exchange Act or (c) contacting and engaging in discussions with any person or group and their respective representatives who has made an offer, inquiry, proposal or indication of interest with respect to an acquisition proposal that was not solicited in breach of the merger agreement solely for the purpose of clarifying such offer, inquiry, proposal or indication of interest and the terms thereof or informing such third party of the non-solicitation restrictions imposed by the merger agreement.

Efforts to Obtain Regulatory Clearances

Under the merger agreement, MITER and PGTI are required to use reasonable best efforts to take, or cause to be taken (including by causing their affiliates to take), all actions (including instituting or defending any legal proceeding), and to do, or cause to be done, all things necessary, proper or advisable under applicable law to

85

consummate the transactions contemplated by the merger agreement as soon as reasonably practicable (and in any event, at least five business days prior to the end date), including:

In furtherance and not in limitation of the obligations described in the previous paragraph, the merger agreement requires MITER and PGTI to:

Each of MITER and PGTI agrees to take all actions reasonably necessary to resolve any objections by any governmental authority or third party and obtain any authorization, consent or approval of a governmental authority or to avoid or eliminate any impediments under the HSR Act or any such other competition law as promptly as practicable so as to enable the consummation of the transactions contemplated by the merger agreement to occur no later than the end date, including:

86

However, MITER is not required to (and PGTI may not, without MITER’s prior written consent) offer, propose, negotiate, commit or agree to take or effect any regulatory action that would be, or would reasonably be expected to be, in the aggregate, material to MITER and its subsidiaries (including PGTI and its subsidiaries), taken as a whole after giving effect to the merger (“material” shall mean material measured on a scale relative only to the size of PGTI and its subsidiaries, taken as a whole); provided that any of the regulatory actions specified in the foregoing eight bullets will be conditioned upon the consummation of the merger. Solely at MITER’s request or with MITER’s written consent, PGTI will agree to divest, hold separate or otherwise take or commit to take any action that limits its freedom of action with respect to, or its ability to retain, any of its or its subsidiaries, businesses, services or assets; provided that any such action shall be conditioned upon the consummation of the merger.

Under the merger agreement, MITER and PGTI also agree to:

87

Without limiting MITER’s obligation described above to use reasonable best efforts to take all steps as may be necessary, subject to the limitations described above, to obtain all required approvals, MITER and PGTI have agreed that MITER will control the ultimate strategy and timing with respect to the antitrust matters described in this section, provided that MITER reasonably consults with and considers in good faith any comments of PGTI or its representatives relating to such strategy and provided that MITER will not extend any waiting period under the HSR Act or under any other competition law or enter into any agreement with any governmental authority not to consummate the transactions contemplated by the merger agreement without PGTI’s prior written consent, which, in the case of extending any such waiting period, will not be unreasonably withheld.

Employee Matters

For 12 months following the effective time, MITER will cause each PGTI employee whose employment continues as of such time (each referred to as a “continuing employee”) to receive (a) an annual rate of base salary and wages that is no less favorable than the annual rate of base salary and wages provided to such continuing employee as of immediately prior to the effective time, (b) target cash and equity incentive compensation opportunities (excluding any change in control, retention or similar payments) that are no less favorable in the aggregate than the cash and equity incentive compensation opportunities provided to such continuing employee during applicable periods prior to the effective time, and (c) all other compensation and employee benefits that are substantially comparable in the aggregate to all other compensation and employee benefits provided to such continuing employee as of immediately prior to the effective time or that are provided to similarly situated employees of MITER or its subsidiaries (excluding any defined benefit pension and retiree medical or life insurance benefits).

Directors’ and Officers’ Indemnification and Insurance

Under the merger agreement, for a period of six years after the effective time, MITER must cause the surviving corporation to indemnify and hold harmless, to the fullest extent permitted by applicable law and the organizational documents of PGTI or its subsidiaries, each current and former director and officer of PGTI and its subsidiaries and their respective successors and heirs against any losses, damages, liabilities, costs, expenses (including attorneys’ fees), judgments, fines, penalties and amounts paid in settlement (including all interest, assessments and other charges paid or payable in connection with or in respect of any thereof) in connection with serving as a director or officer of PGTI prior to the effective time.

In addition, for a period of six years following the effective time, MITER is required to maintain in effect provisions in the organizational documents of the surviving corporation and its subsidiaries regarding elimination of liability of directors, indemnification of directors, officers, employees, fiduciaries and agents and advancement of fees, costs and expenses that are no less advantageous to the intended beneficiaries than the corresponding provisions that were in existence as of the date of the merger agreement.

At or prior to the effective time, PGTI will (or if PGTI is unable to, MITER will cause the surviving corporation to) purchase a directors’ and officers’ liability insurance and fiduciary liability insurance “tail” insurance policy for a period of six years after the effective time with respect to matters arising at or prior to the effective time with terms, conditions, retentions and limits of liability that are no less favorable than the coverage provided under PGTI’s existing policies as of the date of the merger agreement, with a one-time cost not in excess of 350% of the last aggregate annual premium paid by PGTI for its directors’ and officers’ liability insurance and fiduciary liability insurance prior to the date of the merger agreement, and if the cost of such “tail” insurance policy would otherwise exceed such amount, the surviving corporation must purchase a policy with the greatest coverage available for a cost not exceeding such amount.

88

Financing of the Merger

MITER intends to fund the cash portion of the merger consideration with proceeds from new debt and equity financing together with cash on hand. Concurrently with the entry into the Merger Agreement, MITER entered into (i) the debt commitment letter, pursuant to which the lenders have committed to provide to MITER up to (a) $1,800,000,000 aggregate principal amount under a senior secured term loan facility and (b) $325,000,000 aggregate principal amount under a senior secured asset-based revolving credit facility and (ii) the equity commitment letter, pursuant to which Koch has committed to purchase up to $979,000,000 of equity interests in MITER. The obligations of the lenders to provide debt financing under the debt commitment letter and Koch to provide equity financing under the equity commitment letter are subject to certain customary conditions, including (a) the execution and delivery of definitive documentation with respect to such financing in accordance with such commitment letter and (b) the consummation of the merger in all material respects in accordance with the terms and conditions of the merger agreement. The receipt of financing by MITER is not a condition to MITER’s obligations to complete the merger.

Financing Cooperation; Actions With Respect to PGTI Debt

Under the merger agreement, PGTI and its subsidiaries will use their reasonable best efforts to, and will use their reasonable best efforts to cause their respective representatives to, provide (a) all cooperation in connection with the arrangement of the debt financing as may be reasonably requested by MITER that is necessary and customary for financings of the type contemplated by the debt commitment letter and (b) customary information in connection with the debt financing the merger, subject to certain limitations set forth in the merger agreement.

In connection with the merger, MITER intends to, in coordination with PGTI, fully repay the loans outstanding and terminate all commitments available under the PGTI credit agreement and fully redeem, repurchase or otherwise retire PGTI’s 4.375% Senior Notes due 2029 under the PGTI indenture.

In connection therewith, the merger agreement provides that PGTI will, and will cause its subsidiaries to, deliver notices of prepayment or redemption within the time periods required by (i) that certain Credit Agreement, dated as of February 16, 2016, among PGTI, the lenders from time to time party thereto and Deutsche Bank AG New York Branch, as amended prior to the closing date of the merger (referred to as the “PGTI credit agreement”) or (ii) that certain Indenture, dated as of September 24, 2021, by and among PGTI, the guarantors party thereto and U.S. Bank National Association, as trustee, and the other parties thereto, governing PGTI’s 4.375% Senior Notes due 2029, as amended prior to the closing date of the merger (referred to as “the PGTI indenture”), as applicable (which may be conditional upon closing), and use reasonable best efforts to obtain customary payoff letters, lien terminations and instructions of discharge and to give any other necessary notices to allow for the payoff, discharge and termination of the indebtedness under the PGTI credit agreement and the PGTI indenture. This proxy statement does not constitute a notice of repayment or redemption of any of the foregoing. See the section titled “The Merger (Proposal 1)—Financing of the Merger.”

Other Covenants

The merger agreement contains additional agreements of MITER, PGTI and Merger Sub relating to, among other things:

89

Conditions to the Merger

The respective obligations of each party to effect the merger are subject to the satisfaction or waiver of the following conditions:

The obligations of MITER and Merger Sub to effect the merger are subject to the satisfaction or waiver of the following additional conditions:

90

The obligation of PGTI to effect the merger is subject to the satisfaction or waiver of the following additional conditions:

Termination of the Merger Agreement

Termination by MITER or PGTI

The merger agreement may be terminated at any time before the effective time:

91